Honeywell Flour Mills : MILL PLC-FRCN CORPORATE GOVERNANCE REPORT 2023

Authorised Use Only - CONFIDENTIAL

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 recognizes 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

Authorised Use Only - CONFIDENTIAL

Section B - General Information

S/	Items			Details
No.
	Company Name	HONEYWELL FLOUR MILLS PLC
	Date of Incorporation	JUNE 21 1983
	RC Number	55495
	License Number	N/A
	Company Physical Address	1 GOLDEN PENNY PLACE, WHARF
		ROAD, APAPA, LAGOS
	Company Website Address	www.honeywellflour.com
	Financial Year End	31ST MARCH, 2023
	Is the Company a part of the group? Yes/No	NO
	If yes, please state the name of the Holding
	Company
	Name and Address of Company Secretary	OSOMOMEN L. OLUKOYA
		1 GOLDEN PENNY PLACE, WHARF
		ROAD, APAPA, LAGOS.
	Name and Address of External Auditor(s)	BAKERTILLY LIMITED (CHARTERED
		ACCOUNTANTS)
		KRESTA LAUREL COMPLEX (4TH FLOOR),
		376, IKORODU ROAD, MARYLAND,
		LAGOS.
	Name and Address of Registrar(s)	ATLAS REGISTRARS LIMITED
		34 ERIC MOORE ROAD, IGANMU
		LAGOS
	Investor Relations Contact Person	1. Name: OSOMOMEN L. OLUKOYA
	(E-mail and Phone No.)	Email: [e-mail]
	Phone No: 09088328458
		2. Name: MATTHEW CHADZIMURA
		E	m	a	i	l	:
			[e-mail]
		Phone No: 09088947477
	Name of the Governance Evaluation Consultant
	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	Designation	Gender	Date First	Remark
	Members	(Chairman, MD, INED,		Appointed/
		NED, ED)		Elected
1.	MR. BOYE OLUSANYA	CHAIRMAN	MALE	2022	SATISFACTOR
					Y
2.	MR. NASSIB RAFFOUL	MD/CEO	MALE	2022	SATISFACTOR
					Y
3.	MRS. KATE OSAMEDE	INDEPENDENT-NON-	FEMALE	2022	SATISFACTOR
	IKETUBOSIN	EXECUTIVE DIRECTOR			Y
4.	MR. ANDERS	NON-EXECUTIVE	MALE	2022	SATISFACTOR
	KRISTIANSSON	DIRECTOR			Y
5.	MR. JOSEPH UMOLU	NON-EXECUTIVE	MALE	2022	SATISFACTOR
		DIRECTOR			Y
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6.	MR. OLANREWAJU	NON-EXECUTIVE	MALE	2019	SATISFACTOR
	JAIYEOLA	DIRECTOR			Y
7.	MR. SADIQ USMAN	NON-EXECUTIVE	MALE	2022	SATISFACTOR
		DIRECTOR			Y
8.	MR. VLASIOS LIAKOURIS	NON-EXECUTIVE	MALE	2002	SATISFACTOR
		DIRECTOR			Y

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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Attendance at Board and Committee Meetings as of January 2022:

BOARD MEETINGS

S/N	FMN BOARD MEETING	DESIGNATION MEMBER /	NUMBER OF	NUMBER OF BOARD
		CHAIRMAN	BOARD MEETINGS	MEETINGS ATTENDED
			HELD IN THE	IN THE REPORTING
			REPORTING YEAR	YEAR
1.	MR. BOYE OLUSANYA	CHAIRMAN	5	4
2.	MR. NASSIB RAFFOUL	GROUP MD/CEO	5	5
3.	MRS. KATE OSAMEDE	INDEPENDENT NON-	5	5
	IKETUBOSIN	EXECUTIVE DIRECTOR
4.	MR. ANDERS KRISTIANSSON	NON-EXECUTIVE	5	4
		DIRECTOR
5.	MR. JOSEPH UMOLU	NON-EXECUTIVE	5	5
		DIRECTOR
6.	MR. OLAREWAJU JAIYEOLA	NON-EXECUTIVE	5	4
		DIRECTOR
7.	MR. SADIQ USMAN	NON-EXECUTIVE	5	4
		DIRECTOR
8.	MR. VLASSIS LIAKOURIS	NON-EXECUTIVE	5	5
		DIRECTOR

STATUTORY AUDIT COMMITTEE

S/N	MEMBERS OF STATUTORY AUDIT	DESIGNATION MEMBER /	NUMBER OF	NUMBER OF
	COMMITTEE	CHAIRMAN	COMMITTEE	COMMITTEE
			MEETINGS HELD IN	MEETINGS ATTENDED
			THE REPORTING	IN THE REPORTING
			YEAR	YEAR
1.	MR. ADEBAYO ADETUNJI	CHAIRMAN	4	4
	ADELEKE
2.	MR. JOHN OGUNDIPE	MEMBER	4	4
3.	MR. MORENIKE OMILABU	MEMBER	4	4
4.	MRS. KATE OSAMEDE	MEMBER	4	4
	IKETUBOSIN
5.	MR. ANDERS KRISTIANSSON	MEMBER	4	4
6.	MRS. OSOMOMEN OLUKOYA	SECRETARY	4	4

BOARD AUDIT AND RISK MANAGEMENT COMMITTEE

S/N	MEMBERS OF AUDIT AND RISK	DESIGNATION MEMBER /	NUMBER OF	NUMBER OF
	MANAGEMENT COMMITTEE	CHAIRMAN	COMMITTEE	COMMITTEE
			MEETINGS HELD IN	MEETINGS ATTENDED
			THE REPORTING	IN THE REPORTING
			YEAR	YEAR
1.	MR. ANDERS KRISTIANSSON	CHAIRMAN	1	1
2.	MR. LANRE JAIYEOLA	MEMBER	1	1
3.	MR. JOSEPH UMOLU	MEMBER	1	1
4.	MR. VLASIOS LIAKOURIS	MEMBER	1	1
5.	MR. SADIQ USMAN	MEMBER	1	1

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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REMUNERATION AND GOVERNANCE COMMITTEE

S/N

MEMBERS OF REMUNERATION

DESIGNATION MEMBER /

NUMBER OF

NUMBER OF

AND GOVERNANCE

CHAIRMAN

COMMITTEE

COMMITTEE

COMMITTEE

MEETINGS HELD IN

MEETINGS ATTENDED

THE REPORTING

IN THE REPORTING

YEAR

YEAR

1.

MRS. KATE OSAMEDE

CHAIRMAN

1

1

IKETUBOSIN

2.

MR. UMOLU JOSEPH

MEMBER

1

1

3.

MR. VLASIOS LIAKOURIS

MEMBER

1

1

4.

MR. SADIQ USMAN

MEMBER

1

1

Section D - Details of Senior Management of the Company

1.

Senior Management:

S/No.

Names

Position Held

Gender

1.

MR. NASSIB RAFFOUL

MANAGING DIRECTOR

MALE

2.

MRS. OSOMOMEN OLUKOYA

COMPANY SECRETARY

FEMALE

3.

MR. MATTHEW CHADZIMURA

FINANCE DIRECTOR

MALE

5.

MR. TAYO ILORI

SUPPLY CHAIN DIRECTOR

MALE

6.

MR. OLUSEYE OGUNWOLE

HEAD, NATIONAL SALES (BUSINESS TO

MALE

BUSINESS) B2B

7.

MR. NARENDRA NAGARKAR

HEAD, NATIONAL SALES (BUSINESS TO

MALE

CUSTOMERS)

8.

MR. BABATUNDE ADEBAYO

HEAD, OPERATIONS, SAGAMU

MALE

9.

MRS. OLABISI DUDUYEMI

HEAD, HUMAN RESOURCES

FEMALE

10.

MR. GBOLARO OLULADE

HEAD, CORPORATE STRATEGY

MALE

Section E - Application

Principles

Reporting Questions

Explanation on application or

deviation

Part A - Board of Directors and Officers of the Board

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018