LEARN AFRICA : CORPORATE DISCLOSURE

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	Learn Africa Plc
ii.	Date of Incorporation	10 August 1961
iii.	RC Number	2637
iv.	License Number	Not applicable
v.	Company Physical Address	Felix Iwerebon House, 52 Oba Akran
		Avenue Ikeja Lagos State
vi.	Company Website Address	www.learnAfricaplc.com
vii.	Financial Year End	31st March
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	DCSL Corporate Services Limited
		235, Ikorodu Road Ilupeju Lagos State
x.	Name and Address of External Auditor(s)	PKF Professional Services
		PKF House, 205A Ikorodu Road,
		Obanikoro, Lagos Nigeria
xi.	Name and Address of Registrar(s)	First Registrars and Investors Services
		Limited
		2, Abebe Villiage Road Iganmu Lagos
		State
xii.	Investor Relations Contact Person	Alhaji Hassan Bala
	(E-mail and Phone No.)	[e-mail]
		08036819669
xiii.	Name of the Governance Evaluation Consultant	DCSL Corporate Services Limited
xiv.	Name of the Board Evaluation Consultant	Nil

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, ED)		Appointed/ Elected
1.	Chief Emeke F. Iwerebon	Chairman	Male	7 June 2011
2.	Mr. Fredrick Ijewere	Non-Executive Director	Male	12 August 2011
3.	Mrs. Egbichi Akinsanya	Independent Non-Executive	Female	13 August 2020
		Director
4.	Hajia Binta Bakari	Non-Executive Director	Female	12 August 2011
5.	Mrs. Yetunde Aina	Non-Executive Director	Female	6 December 2012
6.	Mr. Iyinoluwa Aboyeji	Non-Executive Director	Male	13 August 2020
7.	Alhaji Bala Hassan	Managing Director	Male	1 April 2016

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

8.

Mrs. Cordelia Ojeile

Executive Director (Finance)

Female

11 December 2014

9.

Mr. Gbolagunte Aiyedun

Executive Director (Publishing)

Male

6 December 2012

2. Attendance at Board and Committee Meetings:

S/No.

Names of Board Members

No. of Board

No. of

Membership of

Designation

Number of

Number of

Meetings

Board

Board Committees

(Member or

Committee

Committee

Held in the

Meetings

Chairman)

Meetings Held in

Meetings

Reporting

Attended

the Reporting Year

Attended in

Year

in the

the

Reporting

Reporting

Year

Year

1.

Chief Emeke F. Iwerebon

7

7

NIL

NIL

NIL

NIL

2.

Mr. Fredrick Ijewere

7

7

Statutory Audit

Member

4

4

Committee (SAC)

Finance and Risk

Chairman

4

4

Management

Committee

(FIRMC)

3.

Mrs. Egbichi Akinsanya

7

7

Remuneration and

Chairperson

4

4

Governance

Committee

(REM&GOV)

Statutory Audit

Member

4

4

Committee (SAC)

4

Hajia Binta Bakiri

7

7

Finance and Risk

Member

4

4

Management

Committee

(FIRMC)

Remuneration and

Member

4

4

Governance

Committee

(REM&GOV)

5.

Mrs. Yetunde Aina

7

6

Remuneration and

Member

4

4

Governance

Committee

(REM&GOV)

6.

Mr. Iyinoluwa Aboyeji

7

7

Finance and Risk

Member

4

4

Management

Committee

(FIRMC)

7.

Alhaji Hassan Bala

7

7

Finance and Risk

Member

4

4

Management

Committee

(FIRMC)

8.

Mrs. Cordelia Ojeile

7

7

Finance and Risk

Member

4

4

Management

Committee

(FIRMC)

9.

Mr. Gbolagunte Aiyedun

7

7

Finance and Risk

Member

4

4

Management

Committee

(FIRMC)

Section D - Details of Senior Management of the Company

1. Senior Management:

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

S/No.	Names	Position Held	Gender
1.	Alhaji Hassan Bala	Managing Director	Male
2.	Mr. Gbolagunte Aiyedun	Publishing Director	Male
3.	Mrs. Cordelia Ojeile	Finance Director	Female
4.	Mr. Raphael Amanam	Head of Distribution and Warehouse	Male
5.	Mr. Segun Akanmu	Head of Publishing	Male
6.	Mr. Lanre Kehinde	Head of Production	Male
7.	Mr. Herbert Nwoke	Head of Finance	Male
8.	Mr. Julian Obiwanne	Ag. National Head of Sales	Male
9.	Ms. Grace Okon	Head Human Resources and Admin	Female
10.	Mr. John Oroye	Ag. Head of IT	Male
11.	Mrs. Modupe Lawal	Ag. Chief Internal Auditor	Female

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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. The Board has an approved Charter that is
"A	successful	Company is	which sets out its responsibilities and terms of	reviewed annually. This Charter sets out the roles
reference? Yes/No	and responsibilities of the Board.
headed	by	an	effective
If yes, when was it last reviewed?
Board which is responsible for
providing	entrepreneurial
and	strategic	leadership	as
well	as	promoting	ethical
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 best
interest of the	shareholders
and other stakeholders while
sustaining	the	prosperity	of
the Company"
Principle	2: Board	Structure	i) What are the qualifications and experiences	Chief Emeke F. Iwerebon- holds a B.Sc. in Business
and Composition				of the directors?	Administration, MA (Honours) in Economics and a
"The	effective	discharge	of		Juris Doctor degree in Law and was called to the bar
	in1989.He has worked in various fields of human
the	responsibilities	of		the
		endeavor including judicial clerkships with Justices of
Board and its committees is
	the Illinois Appellate Court, prosecutorial work and
assured by an appropriate
	extensive work in the finance department of
balance of skills and diversity
	Longman USA. He has been the Chairman of other
(including	experience	and
	companies operating in key sectors of the nation's
gender)			without
			economy.
compromising	competence,
independence and integrity "
								Mr. Fredrick Ijewere- Chartered Accountant by
								profession. He is a fellow of both the Institute of
								Chartered Accountants of Nigeria (ICAN) and
								Chartered Institute of Taxation, Nigeria (CITN), and
								an SAP human resources consultant.
								Mrs. Egbichi Akinsanya- a bachelor's degree in
								economics and Public Administration from Bedford
								College, now Holloway College, University of
								London, the professional qualifications of the Institute
								of Chartered Secretaries & Administrators UK (ICSA)
								and the Institute of Chartered Accountants of
								Nigeria (ICAN). She worked with the Securities and
								Exchange Commission Nigeria (SEC) for over 11
								years, Citibank Nigeria for 4 years, British American
								Tobacco for 5 years and Private Venture Capital
								initiative (FBC Beverages Company Limited) for 6
								years.
								Hajia Binta Bakari- the MD/CEO of Elegant Touch
								Limited. She has a vast experience in purchasing,
								sales and construction. Before starting Elegant Touch
								Limited, she had worked with AWAL Motors Limited
								and AWAL Construction Limited. She is a a seasoned
								administrator and has been a contractor to many
								government ministries, parastatals,
								agencies, private companies, individuals and the
								diplomatic community. She had her education at
								the Women Teachers Training College, Borno State,
								and she is currently undertaking a Diploma in Law at
								the
								University of Jos, Plateau State.

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018