GUINEA INSURANCE : NCCG CORPORATE GOVERNANCE REPORT 2021

FINANCIAL REPORTING COUNCIL OF

NIGERIA

(Federal Ministry of Industry, Trade &

Investment)

FRC/CG/001: TEMPLATE FOR REPORTING COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Section A: Introduction

Corporate Governance is a key driver of corporate accountability and business prosperity. The Nigerian Code of Corporate Governance, 2018 (NCCG 2018) seeks to institutionalize corporate governance best practices in Nigerian companies. It is also aimed at increasing entities' levels of transparency, trust and integrity, and create an environment for sustainable business operations.

The Code adopts a principle-based approach in specifying minimum standards of practice that companies should adopt. Where so required, companies are required to adopt the "Apply and Explain" approach in reporting on compliance with the Code. The 'Apply and Explain' approach assumes application of all principles and requires entities to explain how the principles are applied. This requires companies to demonstrate how the specific activities they have undertaken best achieve the outcomes intended by the corporate governance principles specified in the Code.

This will help to prevent a 'box ticking' exercise as companies deliberately consider how they have (or have not) achieved the intended outcomes. Although, the Code recommends practices to enable companies apply the principles, it recognises that these practices can be tailored to meet industry or company needs. The Code is thus scalable to suit the type, size and growth phase of each company while still achieving the outcomes envisaged by the principles.

This form seeks to assess the company's level of compliance with the principles in the NCCG 2018. Entities should explain how these principles have been applied, specify areas of deviation from the principles and give reasons for these deviations and any alternative practice(s) adopted.

Please read the instructions below carefully before completing this form:

1. Every line item and indicator must be completed.
2. Respond to each question with "Yes" where you have applied the principle, and "No"

where you are yet to apply the principle.

1. An explanation on how you are applying the principle, or otherwise should be included as part of your response.
2. Not Applicable (N/A) is not a valid response.

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Section B - General Information

S/No.

Items

Details

i.

Company Name

Guinea Insurance Plc

ii.

Date of Incorporation

03 December,1958

iii.

RC Number

RC 1808

iv.

License Number

RIC - 017

v.

Company Physical Address

Guinea Insurance House, 33, Ikorodu

Road, Jibowu Lagos.

vi.

Company Website Address

www.guineainsurance.com

vii.

Financial Year End

31st December, 2021

viii.

Is the Company a part of a Group/Holding Company?

No

Yes/No

If yes, please state the name of the Group/Holding

Company

ix.

Name and Address of Company Secretary

Mrs. Chinenye Nwankow, 33 Ikorodu Road,

Jbowu Lagos.

x.

Name and Address of External Auditor(s)

BDO Professional Services, 15 CIPM

Avenue, Central Business District, Alausa

Ikeja, Lagos

xi.

Name and Address of Registrar(s)

Cardinal Stone Registrars, 335/337, Herbert

Macaulay Way, Sabo Yaba, Lagos.

xii.

Investor Relations Contact Person

Mr. Pius Edobor - 08033883825

(E-mail and Phone No.)

xiii.

Name of the Governance Evaluation Consultant

xiv.

Name of the Board Evaluation Consultant

Section C - Details of Board of the Company and Attendance at Meetings

1. Board Details:

S/No.

Names of Board Members

Designation

Gender

Date First

Remark

(Chairman, MD, INED, NED,

Appointed/ Elected

ED)

1.

Barr. Godson Ugochukwu

Chairman

Male

23rd March, 2016

2.

Mr. Samuel Onukwue

Non - Executive Director

Male

2th September 2017

3.

Mr. Chukwuemeka

Non - Executive Director

Male

23rd March, 2016

Uzoukwu

4.

Mr. Simon Bolaji

Non - Executive Director

Male

23rd March, 2016

5.

Barr, Anthony Achebe

Non-Executive Director

Male

23rd

March, 2016

6.

Alhaji Hassan Dantata

Non-Executive Director

Male

23rd

March, 2016

7.

Dr. Mohammed Tahir

Non-Executive Director

Male

23rd

March, 2016

Attahir

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

8.	Chief Osita Chidoka	Non-Executive Director	Male	23rd	March, 2016
9.	Mr. Ademola Abidogun	Managing Director/CEO	Male	1st September, 2019
10.	Mrs. Isioma Omoshie-	Executive Director	Female	23rd	March, 2016
	Okokuku
11.	Mr. Pius Edobor	Executive Director	Male	19th January, 2017

2. Attendance at Board and Committee Meetings:

S/No.	Names of Board Members	No. of Board	No. of	Membership	Designation	Number of Committee	Number of
		Meetings	Board	of Board	(Member or	Meetings Held in the	Committee
		Held in the	Meetings	Committees	Chairman)	Reporting Year	Meetings
		Reporting	Attended				Attended in
		Year	in the				the
			Reporting				Reporting
			Year				Year
1.	Barr. Godson Ugochukwu	4	4	NIL	Chairman,	4	NIL
					Board of
					Directors
2.	Mr. Samuel Onukwue	4	4	Finance,	Member	4	4
				Investment
				and General
				Purposes
				Committee
				(FIGPC)
				Enterprise	Chairman	4	4
				Risk
				Management
				and
				Governance
				Committee
				(ERM & G)
				Statutory	Member	4	4
				Audit
				Committee
3.	Mr. Chukwuemeka Uzoukwu	4	4	Enterprise	Member	4	4
				Risk
				Management
				and
				Governance
				Committee
				Finance,	Member	4	4
				Investment
				and General
				Purposes
				Committee
				(FIGPC)
4.	Mr. Simon Bolaji	4	4	Finance,	Member	4	4
				Investment
				and General
				Purposes
				Committee
				(FIGPC)
				Statutory	Member	4	4
				Audit
				Committee

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

				Audit and	Member	4	4
				Compliance
				Committee
5.	Barr, Anthony Achebe	4	4	Enterprise	Member	4	4
				Risk
				Management
				and
				Governance
				Committee
				Audit and	Chairman	4	4
				Compliance
				Committee
6.	Alhaji Hassan Dantata	4	4	Finance,	Member	4	4
				Investment
				and General
				Purposes
				Committee
				(FIGPC)
				Enterprise	Member	4	4
				Risk
				Management
				and
				Governance
				Committee
7.	Dr. Mohammed Tahir Attahir	4	4	Enterprise	Member	4	4
				Risk
				Management
				and
				Governance
				Committee
				Audit and	Member	4	4
				Compliance
				Committee
8.	Chief Osita Chidoka	4	4	Finance,	Chairman	4	4
				Investment
				and General
				Purposes
				Committee
				(FIGPC)
				Audit and	Member	4	4
				Compliance
				Committee
9.	Mr. Ademola Abidogun	4	4	Audit and	Member	4	4
				Compliance
				Committee
				Finance,	Member	4	4
				Investment
				and General
				Purposes
				Committee
				(FIGPC)
				Enterprise	Member	4	4
				Risk
				Management
				and
				Governance
				Committee
				Statutory	Member	4	4
				Audit
				Committee
10.	Mrs. Isioma Omoshie -	4	4	Audit and	Member	4	4
	Okokuku			Compliance
				Committee

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

				Finance,	Member	4	4
				Investment
				and General
				Purposes
				Committee
				(FIGPC)
				Enterprise	Member	4	4
				Risk
				Management
				and
				Governance
				Committee
				Statutory	Member	4	4
				Audit
				Committee
11.	Mr. Pius Edobor	4	4	Audit and	Member	4	4
				Compliance
				Committee
				Finance,	Member	4	4
				Investment
				and General
				Purposes
				Committee
				(FIGPC)
				Enterprise	Member	4	4
				Risk
				Management
				and
				Governance
				Committee
				Statutory	Member	4	4
				Audit
				Committee

Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.	Names	Position Held	Gender
1.	Mr. Ademola Abidogun	Managing Director/CEO	Male
2.	Mrs. Isioma Omoshie-	Executive Director, Marketing	Female
	Okokuku
3.	Mr. Pius Edobor	Executive Director, Finance &	Male
		Administration
4.	Mrs. Chinenye Nwankwo	Company Secretary/Legal Adviser	Female
5.	Mr. Oluyinka Adebiyi	Group Lead, Marketing South	Male
6.	Mr. Jaafar Baba Saleh	Group Lead, Marketing North	Male
7.	Mrs. Ogonna Offor-Orabueze	Group Lead, Technical	Female
8.	Mrs. Adebowale Adesokan	Team Lead, Underwriting	Female
9.	Mrs. Ijeoma Okafor	Branch Lead, East	Female

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018