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:
- Every line item and indicator must be completed.
- Respond to each question with "Yes" where you have applied the principle, and
"No" where you are yet to apply the principle.
- An explanation on how you are applying the principle, or otherwise should be included as part of your response.
- 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: oolukoya@fmnplc.com | ||||||
Phone No: 09088328458 | |||||||
2. Name: MATTHEW CHADZIMURA | |||||||
E | m | a | i | l | : | ||
mchadzimura@fmnplc.com | |||||||
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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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Authorised Use Only - CONFIDENTIAL
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
Authorised Use Only - CONFIDENTIAL
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
Authorised Use Only - CONFIDENTIAL
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
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Honeywell Flour Mills plc published this content on 03 July 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 July 2023 09:33:06 UTC.