JOHN HOLT : CORPORATE DISCLOSURES

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				JOHN HOLT PLC
ii.		Date of Incorporation				1961
iii.		RC Number				2662
iv.		License Number				NO
v.		Company Physical Address			11B, ILABERE AVENUE, IKOYI,
						LAGOS
vi.		Company Website Address			WWW.JHPLC.COM
vii.		Financial Year End				30 SEPTEMBER
viii.		Is the Company a part of a Group/Holding Company?
		Yes/No				YES
		If yes, please state the	name of the Group/Holding		JOHN HOLT PLC
		Company
ix.		Name and Address of Company Secretary			ADA NKWOCHA
						30 OLUFEMI PETERS, IRE AKARI
						ESTATE, ISOLO - LAGOS
x.		Name and Address of External Auditor(s)			BDO PROFESSIONAL SERVICES
						15 CIPM AVENUE, CBD, ALAUSA,
						IKEJA - LAGOS
xi.		Name and Address of Registrar(s)			GREENWICH REGISTRARS AND
						DATA SOLUTIONS 274 MURTALA
						MOHAMMED WAY, ALAGOMEJI,
						YABA - LAGOS
xii.		Investor Relations Contact Person			ADA NKWOCHA
		(E-mail and Phone No.)				[e-mail],
						08035100888
xiii.		Name of the Governance Evaluation Consultant			NO
xiv.		Name of the Board Evaluation Consultant			NO
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 Appointed/		Remark
			(Chairman, MD, INED, NED,				Elected
			ED)
1		Chief Christopher Ezeh	Chairman	M		2001
2		Dr. Christopher Ezeh	GMD	M		2013 (ED
							OPERATIONS)
3		Mr. Adeche Okeje	ED (Finance Director)	M		2016
4		Mr. Adim Jibunoh	NED	M		2020

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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	Chief Christopher Ezeh	4	4	-	-	-	-
2	Dr. Christopher Ezeh	4	4	-	-	-	-
3	Mr. Adeche Okeje	4	4	-	-	-	4
4	Mr. Adim Jibunoh	4	4	1	Member	4	4

Section D - Details of Senior Management of the Company
1.	Senior Management:
S/No.		Names	Position Held	Gender
1		Dr. Christopher Ezeh	Group Managing Director	M
2		Mr. Adeche Okeje	Finance Director	M
3		Mrs. Ada Nkwocha	Company Secretary	F
4		Mr. Kris Nwachukwu	Senior Executive	M
5		Mr. Julius Ayodele	Divisional Chief Accountant
		Abayomi		M
6		Mr. Clifford Obanor	Service Co-ordinator	M
7		Mr. Abolade Oladejo	Internal Audit Manager	M

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Section E - Application

	Principles			Reporting Questions			Explanation on application or deviation
		Part A - Board of Directors and Officers of the Board
Principle 1: Role of the Board	i) Does the Board have an approved Charter	YES.
"A	successful		Company is	which sets out its responsibilities and terms of	THE BOARD HAS AN APPROVED CHARTER
	reference? Yes/No
headed	by	an	effective
If yes, when was it last reviewed?		WHICH SETS OUT THE RESPONSIBILITIES OF
Board which is responsible for
providing	entrepreneurial			THE BOARD AND CONTAINS THE
and	strategic	leadership as			CORPORATE GOVERNANCE POLICIES AND
well	as	promoting ethical
		PRACTICES.
culture	and		responsible
corporate	citizenship.	As a
link	between		stakeholders
and the Company, the
Board is to exercise oversight
and control to ensure that
management		acts	in	the			THE COMPANY'S BOARD CHARTER IS
best	interest	of	the			REVIEWED PERIODICALLY BASED ON
shareholders		and		other
				CIRCUMSTANCES AND CHANGES THAT
stakeholders while sustaining
the	prosperity	of	the			MAY NECESSITATE THE REVIEW.
Company"
Principle	2: Board	Structure	i) What are the qualifications and experiences	THE DIRECTORS ARE APPOINTED TO ENSURE
and Composition			of the directors?		AN APPROPRIATE BALANCE OF SKILLS,
"The	effective		discharge of			QUALIFICATIONS AND EXPERIENCES.
the	responsibilities	of	the			THEIR PROFILES ARE DETAILED IN THE
Board and its committees is			APPENDIX 1 - DIRECTORS' PROFILE IS
assured by an	appropriate
		ATTACHED FOR YOUR REFERENCE.
balance of skills and diversity
(including	experience	and
ii) Does the company have a Board-approved
gender)				without
			diversity policy? Yes/No
compromising	competence,			NO
independence		and	integrity	If yes, to what extent have	the diversity
"
						targets been achieved?
							iii) Are there directors holding	concurrent	YES. THREE (3) OF THE DIRECTORS HOLD
							directorships? Yes/No		CONCURRENT DIRECTORSHIPS IN OTHER
							If yes, state names of the directors and the	ORGANISATIONS WHICH HAVE BEEN
							companies?		APPROPRIATELY DISCLOSED TO THE
									BOARD. THEIR CONCURRENT
									DIRECTORSHIPS HAVE BEEN CONSIDERED
									AND WOULD NOT AFFECT THEIR
									RESPONSIBILITIES AND EFFECTIVENESS ON
									THE COMPANY'S BOARD.
									THE DIRECTORS INVOLVED ARE:
									CHIEF CHRISTOPHER IKECHI EZEH
									-	ESUT BUSINESS COUNCIL
									-	CHRISTOPHER UNIVERSITY
									-	LENNARDS NIG. LTD.
									- IGBO-UKWU MICROFINANCE BANK
										LTD.

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Principles

Reporting Questions

Explanation on application or deviation

										- JOHN HOLT AND COMPANY
											LIVERPOOL LIMITED UK
										- CRITTAL-HOPE NIG. LTD.
										DR. CHRISTOPHER EZEH
										- JOHN HOLT AND COMPANY
											LIVERPOOL LIMITED, UK
										-	CHRISTOPHER UNIVERSITY
										MR. ADIM JIBUNOR
										-	AVON HMO
										-	UNITED CAPITAL PLC
										-	TRANSCORP HOTELS PLC
					iv) Is the MD/CEO or an Executive Director a	NO. FOR INDEPENDENCE, THE BOARD
						chair of any Board Committee? Yes/No	CHARTER PROHIBITS THE MD/CEO AND EDs
						If yes, provide the names of the	FROM BEING CHAIR OF ANY OF THE
						Committees.			BOARD COMMITTEE.
Principle 3: Chairman		i)	Is the Chairman a member or chair of any of
"The Chairman is responsible		the Board Committees? Yes/no			NO
for	providing	overall		If yes, list them.
leadership of the Company
ii)	At which	Committee meeting(s)	was the
and the Board, and eliciting
	Chairman in attendance during the period		NONE
the constructive participation
	under review?
of all Directors to facilitate
effective	direction of	the
Board"
					iii) Is the Chairman an INED or a NED?			NED
					iv) Is the Chairman a former MD/CEO or ED of		YES
						the Company? Yes/No			1997/1998
						If yes, when did his/her tenure as MD end?
					v) When was he/she appointed as Chairman?		2001
					vi) Are the	roles	and responsibilities of the		YES, IN THE BOARD CHARTER.
						Chairman clearly defined? Yes/No If yes,
						specify which document
Principle	4:	Managing	i)	Does the MD/CEO have a contract of
Director/	Chief	Executive		employment	which sets out his	authority		YES
Officer						and relationship with the Board? Yes/No
"The			Managing		If no, in which documents is it specified?
Director/Chief	Executive
ii) Does the MD/CEO declare any conflict of
Officer		is the	head	of
		interest	on	appointment,	annually,
management delegated by			YES
	thereafter and as they occur? Yes/No
the Board to run the affairs of
the Company to achieve its
iii) Which of the Board Committee meetings	FINANCE COMMITTEE MEETING /RISK
strategic	objectives	for
	did the MD/CEO attend during the period	MANAGEMENT
sustainable	corporate
	under review?

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Principles				Reporting Questions	Explanation on application or deviation
performance"				iv)	Is the MD/CEO serving as NED in any other	YES
						company? Yes/no.	JOHN HOLT LIVERPOOL LIMITED
						If yes, please state the company (ies)?
					v) Is the membership of the MD/CEO in these	YES
						companies in line with the Board-approved
						policies? Yes/No
Principle	5:	Executive	i)	Do the EDs have contracts of	YES
Directors						employment? Yes/no
Executive	Directors	support
ii)	If yes, do the contracts of employment set
the Managing Director/Chief		out the roles and responsibilities of the EDs?	YES
Executive	Officer	in	the		Yes/No
operations				and		If no, in which document are the roles and
management	of		the		responsibilities specified?
Company
				iii) Do the EDs declare any conflict of interest
						on appointment, annually, thereafter and	YES
						as they occur? Yes/No
					iv)	Are there EDs serving as NEDs in any other	NO
						company? Yes/No
						If yes, please list
					v) Are their memberships in these companies
						in line with Board-approved policy? Yes/No
Principle	6: Non-Executive	i)	Are the roles and responsibilities of the
Directors						NEDs clearly defined and documented?	YES
						Yes/No
Non-Executive Directors bring		BOARD TERMS OF REFERENCE
to bear	their	knowledge,		If yes, where are these documented?
expertise	and	independent
ii)	Do the NEDs have letters of appointment
judgment	on	issues	of
	specifying their duties, liabilities and terms
strategy and	performance		YES
	of engagement? Yes/No
on the Board
					iii)	Do the NEDs declare any conflict of
						interest on appointment, annually,	YES
						thereafter and as they occur? Yes/No
					iv)	Are NEDs provided with information	YES
						relating to the management of the	MONTHLY & QUARTERLY
						company and on all Board matters?
						Yes/No
						If yes, when is the information provided to
						the NEDs
					v)	What is the process of ensuring	BY CONDUCTING A BACKGROUND CHECK
						completeness and adequacy of the
						information provided?
					vi)	Do NEDs have unfettered access to the	YES
						EDs, Company Secretary and the Internal
						Auditor? Yes/No
Principle	7:	Independent	i)	Do the INEDs meet the independence	YES
Non-Executive Directors			criteria prescribed under Section 7.2 of the
Independent Non-Executive		Code? Yes/No
Directors bring a high degree	ii)	Are there any exceptions?	NO
of objectivity to the Board for
iii)	What is the process of selecting INEDs?	RECOMMENDATION AND REPUTATION
sustaining	stakeholder	trust
and confidence"
					iv)	Do the INEDs have letters of appointment
						specifying their duties, liabilities and terms

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Principles

Reporting Questions

Explanation on application or deviation

of engagement? Yes/No

YES

v)

Do

the

INEDs

declare

any

conflict

of

interest

on

appointment,

annually,

YES

thereafter and as they occur? Yes/No

vi) Does the Board ascertain and confirm the

YES

independence of the INEDs? Yes/No

ANNUALLY

If yes, how often?

What is the process?

vii)

Is

the INED a Shareholder of the

YES

Company? Yes/No

If yes, what is the percentage

shareholding?

0.091%

viii)

Does the INED have another relationship

with the Company apart from directorship

NO

and/or shareholding? Yes/No

If yes, provide details.

ix)

What are the components of INEDs

DIRECTOR'S FEE AND SITTING ALLOWANCE

remuneration?

Principle

8:

Company

i)

Is the Company Secretary in-house or

IN-HOUSE

Secretary

outsourced?

"The Company

Secretary

ii)

What is the qualification and experience of

LL.B; BL. LLM AND CHARTERED SECRETARY,

support

the

effectiveness of

the Company Secretary?

20 YRS

the Board by assisting the

Board and management to

iii) Where the Company Secretary is an

develop

good

corporate

employee of the Company, is the person a

governance

practices

and

member of senior management?

YES

culture within the Company"

iv) Who does the Company Secretary report

GMD/CEO/CHAIRMAN

to?

v)

What is the appointment and removal

CAMA AND COMPANY MANUAL

process of the Company Secretary?

vi) Who

undertakes

and

approves

the

GMD AND BOARD

performance appraisal of the Company

Secretary?

Principle

9:

Access

to

i)

Does the company have a Board-approved

Independent Advice

policy that allows directors access to

NO

"Directors

are

sometimes

independent professional

advice in

the

discharge of their duties? Yes/No

required to make decisions of

a technical

and

complex

If yes, where is it documented?

nature

that

may

require

ii) Who

bears

the

cost

for the independent

independent

external

professional advice?

expertise"

THE COMPANY

iii) During the period under review, did the

Directors

obtain

any

independent

NO

professional advice? Yes/No

If yes, provide details.

Principle 10: Meetings of the

i) What

is the process for reviewing and

FROM THE COMPANY SECRETARY TO THE

Board

approving minutes of Board meetings?

MEMBERS OF THE BOARD FOR REVIEW

"Meetings

are

the

principal

BEFORE APPROVAL AT THE NEXT MEETING

vehicle

for

conducting

the

ii) What

are the timelines for sending the

3 DAYS AFTER EACH MEETING

business of the Board and

successfully

fulfilling

the

minutes to Directors?

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Principles					Reporting Questions	Explanation on application or deviation
strategic objectives	of	the	iii) What are the implications for Directors who	REQUEST TO APPOINT ALTERNATE
Company"						do not meet the Company policy on	DIRECTOR TO REPRESENT AT THE MEETING
						meeting attendance?
Principle		11:	Board	i)	Do the Board Committees have Board-
Committees					approved Charters which set out their	YES
"To ensure	efficiency	and		responsibilities and terms of reference?
	Yes/No
effectiveness,	the	Board
delegates	some	of	its	ii) What	is the process for reviewing and	FROM COMPANY SECRETARY TO MEMBERS
functions,		duties		and		approving minutes of Board Committee of	FOR REVIEW BEFORE APPROVAL AT THE
responsibilities	to		well-		meetings?
		NEXT MEETING
structured		committees,
without	abdicating	its
iii) What are the timelines for sending the	3 DAYS
responsibilities"
			minutes to the directors?
					iv) Who	acts as Secretary to board	THE COMPANY SECRETARY
						committees?
					v) What Board Committees are responsible for
						the following matters?	c) AUDIT COMMITTEE
						a)	Nomination and Governance
						b)	Remuneration
						c)	Audit
						d)	Risk Management
					vi) What is the process of appointing the chair	THE COMMITTEE MEMBERS ELECT THEIR
						of each committee ?	CHAIRMAN
							Committee responsible for	Nomination and Governance
					vii) What is the proportion of INEDs to NEDs on
						the Committee responsible for Nomination
						and Governance?
					viii) Is the chairman of the Committee a NED or
						INED ?
					ix)	Does the Company have a succession plan
						policy? Yes/No
					If yes, how often is it reviewed?
					x)	How often are Board and Committee
						charters as well as other governance policies
						reviewed?
					xi)	How does the committee report on its
						activities to the Board?

Committee responsible for Remuneration

	xii) What is the proportion of INEDs to NEDs on	THE BOARD IS YET TO APPOINT AN INED
	the	Committee	responsible	for	TO REPLACE THE INED THAT RESIGNED
	Remuneration?
			DURING THE PERIOD UNDER REVIEW.
	xiii) Is the chairman of the Committee a NED	NED
	or INED ?
			Committee	responsible for Audit
	xiv) Does the Company have a Board Audit
	Committee separate	from the Statutory	YES
	Audit Committee? Yes/No

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Principles			Reporting Questions			Explanation on application or deviation
	xv)	Are members of the Committee	YES
		responsible for Audit financially literate?
		Yes/No
	xvi)	What are their qualifications and	CHARTERED ACCOUNTANTS AND AS
		experience?					STATED UNDER PRINCIPLE NO. 2 AT PAGE 5
	xvii) Name	the	financial	expert(s) on	the
		Committee responsible for Audit		MR. ADECHE OKEJE
	xviii) How	often	does	the	Committee
		responsible	for	Audit review	the internal	QUARTERLY
		auditor's reports?
	xix)	Does the Company have a Board
		approved	internal control framework in	YES
		place? Yes/No
	xx)	How does the Board monitor compliance
		with the internal control framework?		DURING REVIEWS
	xxi)	Does the Committee responsible for Audit
		review the External Auditors management	YES
		letter, Key Audit Matters and management
		response to issues raised? Yes/No
	Please explain.
	xxii) Is	there a	Board-approved policy that
		clearly specifies the non-audit services that	YES
		the external auditor shall not provide?
		Yes/No
	xxiii) How many times did the Audit Committee
		hold discussions with the head of internal	ONCE/ANNUALLY
		audit function and external auditors
		without the management during the
		period under review?
							Committee responsible for Risk Management
	xxiv)Is the Chairman of the Risk Committee a	NED
		NED or an INED?
	xxv) Is	there	a	Board	approved	Risk
		Management framework? Yes/No?		YES
	If yes, when was it approved?
	xxvi)How often does the Committee review the
		adequacy	and	effectiveness	of the	Risk	QUARTERLY
		Management Controls in place?

Date of last review

1. Does the Company have a Board-
   approved IT Data Governance

Framework? Yes/No	YES
If yes, how often is it reviewed?	QUARTERLY
xxviii) How often does the Committee receive
and review compliance report on the IT	QUARTERLY
Data Governance Framework?

1. Is the Chief Risk Officer (CRO) a member of Senior Management and does he have

relevant experience for this role? Yes/No

YES

1. How many meetings of the Committee did the CRO attend during the period under

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	Principles				Reporting Questions	Explanation on application or deviation
						review?		3
Principle 12: Appointment to	i)	Is there a Board-approved policy for the	YES
the Board					appointment of Directors? Yes/No
"A written,	clearly defined,
ii)	What criteria are considered for their	QUALIFICATION, YEARS OF EXPERIENCE
rigorous,	formal	and		appointment?		AND REPUTATION
transparent procedure serves
as a guide for the selection
iii) What is the Board process for ascertaining	BACKGROUND CHECK
of Directors to ensure the		that prospective directors are fit and proper
appointment of high-quality		persons?
individuals to the Board"
					iv) Is there a defined tenure for the following:
						a)	The Chairman	NO
						b)	The MD/CEO
						c)	INED
						d)	NED
						e)	EDs
					v) Please state the tenure
					vi) Does the Board have a process to ensure	YES
						that it is refreshed periodically? Yes/No?
Principle 13: Induction	and	i)	Does the Board have a formal induction	YES
Continuing Education			programme for new directors? Yes/No
"A	formal	induction
ii) During the period under review, were new
programme	on	joining	the		Directors appointed? Yes/No	NO
Board	as	well	as regular
If yes, provide date of induction.
training	assists	Directors to
effectively	discharge	their
iii) Are	Directors	provided relevant training to
duties to the Company"
		enable them	effectively discharge their	YES
						duties? Yes/No
					If yes, provide training details.	INSTITUTE OF DIRECTORS TRAINING
					iv) How	do you assess the training needs of	BY REQUEST AND IDENTIFICATION OF
						Directors?		AREAS THAT NEEDS IMPROVEMENT
					v) Is there a Board-approved training plan?	NONE FOR THE YEAR UNDER REVIEW
						Yes/No
					vi) Has it been budgeted for? Yes/No	NO

Principle 14: Board Evaluation

"Annual Board evaluation assesses how each Director, the committees of the Board

and the Board are committed to their roles, work together and continue to contribute effectively to the

achievement of the Company's objectives"

1. Is there a Board-approved policy for evaluating Board performance? Yes/No

			YES
ii) For the period under review, was there any
Board Evaluation	exercise	conducted?	NO
Yes/No
iii) If yes, indicate whether internal or external.	NO
Provide date of last evaluation.
iv) Has the Board	Evaluation	report been
presented to the full Board? Yes/No
If yes, indicate date of presentation.

1. Did the Chairman discuss the evaluation report with the individual directors? Yes/No

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