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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:
- Every line item and indicator must becompleted.
- 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
Section B - General Information
S/No. | Items | Details |
i. | Company Name | LINKAGE ASSURANCE PLC |
ii. | Date of Incorporation | 26TH MARCH 1991 |
iii. | RC Number | 162306 |
iv. | License Number | RIC-026 |
v. | Company Physical Address | PLOT 20, BLOCK 94, PROVIDENCE |
STREET, OFF ADEWUNMI ADEBIMPE | ||
STREET, LEKKI PHASE 1, LAGOS. | ||
vi. | Company Website Address | www.linkageassuranceplc.com |
vii. | Financial Year End | DECEMBER 31ST |
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 | MR. MOSES OMOROGBE - PLOT 20, |
BLOCK 94, PROVIDENCE STREET, OFF | ||
ADEWUNMI ADEBIMPE STREET, LEKKI | ||
PHASE 1, LAGOS. | ||
x. | Name and Address of External Auditor(s) | ERNST & YOUNG- 10TH FLOOR, UBA |
HOUSE, MARINA ROAD, LAGOS ISLAND, | ||
LAGOS | ||
xi. | Name and Address of Registrar(s) | CENTURION REGISTRARS- 33C |
CAMERON STREET, IKOYI,LAGOS | ||
xii. | Investor Relations Contact Person | info@linkageassurance.com |
01334256-0001 | ||
(E-mail and Phone No.) | 0700LINKCARE, 0700LINKAGE | |
xiii. | Name of the Governance Evaluation Consultant | DCSL CORPORATE SERVICES LIMITED |
xiv. | Name of the Board Evaluation Consultant | DCSL CORPORATE SERVICES LIMITED |
Section C - Details of Board of the Company and Attendance at Meetings
1. Board Details:
S/No. | Names of Board Members | Designation (Chairman, MD, INED, | Gender | Date First | Remark |
NED, ED) | Appointed/ Elected | ||||
1. | CHIEF JOSHUA BERNARD | CHAIRMAN | MALE | 30TH JANUARY | 5 OF 5 |
FUMUDOH | 2018 | (PRESENT) | |||
2. | MRS. VALENTINA MARINHO | INDEPENDENT DIRECTOR | FEMALE | 9TH AUGUST 2022 | 1 OF 5 |
(PRESENT) | |||||
3. | MR. PIUS OTIA | NON-EXECUTIVE DIRECTOR | MALE | 7TH DECEMBER | 5 OF 5 |
2021 | (PRESENT) | ||||
4. | MR. BERNARD NICOLAAS | NON-EXECUTIVE DIRECTOR | MALE | 27TH APRIL 2017 | 5 OF 5 |
GRIESEL | (PRESENT) | ||||
5. | MR. OLAKUNLE BOMO AGBEBI | NON- EXECUTIVE DIRECTOR | MALE | 17TH JANUARY 2017 | 5 OF 5 |
(PRESENT) | |||||
6. | MRS. FUNKAZI KOROYE-CROOKS | NON- EXECUTIVE DIRECTOR | FEMALE | 13TH DECEMBER | 5 OF 5 |
2017 | (PRESENT) | ||||
7. | MR. MAXWELL EBIBAI | NON- EXECUTIVE DIRECTOR | MALE | 13TH DECEMBER | 4 OF 5 |
2017 | (PRESENT) | ||||
8. | MR. DANIEL BRAIE | MANAGING DIRECTOR | MALE | 17TH JANUARY 2017 | 5 OF 5 |
(PRESENT) | |||||
9. | MR. OKANLAWON ADELAGUN | EXECUTIVE DIRECTOR | MALE | 7TH DECEMBER 2018 | 5 OF 5 |
(PRESENT) | |||||
10. | MR. TAMUNOYE ALAZIGHA | NON-EXECUTIVE DIRECTOR | MALE | 13TH JANUARY 2013 | 4 OF 5 |
(TENURE EXPIRED) | (PRESENT) | ||||
11. | MR. SHEHU ABUBAKAR | INDEPENDENT DIRECTOR | MALE | 30TH JANUARY 2019 | 3 OF 5 |
(TENURE EXPIRED) | (PRESENT) |
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
2. Attendance at Board and Committee Meetings:
S/No. | Names of Board Members | No. of Board | No. of | Membership of Board Committees | Designation | Number of | Number of |
Meetings Held | Board | (Member or | Committee | Committee | |||
in the | Meeting | Chairman) | Meetings | Meetings | |||
Reporting Year | s | Held in the | Attended | ||||
Attende | Reporting | in the | |||||
d in the | Year | Reporting | |||||
Reportin | Year | ||||||
g Year | |||||||
1. | CHIEF JOSHUA FUMUDOH | 5 | 5 | NONE | CHAIRMAN | 4 | NONE |
2. | MRS. VALENTINA MARINHO | 5 | 1 | NONE YET | 4 | N/A | |
(NEWLY APPOINTED) | |||||||
3. | MR. TAMUNOYE ZIFERE | 5 | 4 | 1. FIN, INV & GEN PURPOSE | MEMBER | 3 | 4 |
ALAZIGHA | |||||||
(TENURE EXPIRED) | 2. STATUTORY AUDIT | MEMBER | 3 | 4 | |||
4. | MR. MAXWELL EBIBAI | 5 | 5 | 1. ERM & GOVERNANCE | MEMBER | 4 | 4 |
5. | MR. OLAKUNLE BOMO | 5 | 5 | 1. ERM & GOVERNANCE | MEMBER | 4 | 4 |
AGBEBI | |||||||
2. FIN, INV & GEN PURPOSES | MEMBER | 4 | 4 | ||||
6. | MR. BERNARD NICOLAAS | 5 | 5 | 1. FIN, INV & GEN PURPOSES | CHAIRMAN | 4 | 4 |
GRIESEL | |||||||
2. AUDIT & COMPLIANCE | MEMBER | 4 | 4 | ||||
7. | MRS. FUNKAZI KOROYE - | 5 | 5 | 1. ERM & GOVERNANCE | MEMBER | 4 | 4 |
CROOKS | |||||||
2. AUDIT & COMPLIANCE | MEMBER | 4 | 4 | ||||
8. | MR. SHEHU ABUBAKAR | 5 | 3 | 1.AUDIT & COMPLIANCE | CHAIRMAN | 2 | 4 |
(TENURE EXPIRED) | 2. ERM & GOVERNANCE | MEMBER | 2 | 4 | |||
9. | MR. PIUS OTIA | 5 | 5 | 1. AUDIT & COMPLIANCE | MEMBER | 4 | 4 |
2. STATUTORY AUDIT | MEMBER | 4 | 4 | ||||
3. FIN, INV & GEN PURPOSES | MEMBER | 4 | 4 | ||||
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Section D - Details of Senior Management of the Company
- Senior Management:
S/No. | Names | Position Held | Gender |
1. | MR. DANIEL BRAIE | MANAGING DIRECTOR | MALE |
2. | MR. OKANLAWON ADELAGUN | EXECUTIVE DIRECTOR, TECHNICAL | MALE |
3. | MR. ANTHONY SAIKI | CHIEF MARKETING OFFICER | MALE |
4. | MR. EMMANUEL OTITOLAIYE | CHIEF FINANCIAL OFFICER | MALE |
5. | MS. MAYEN UMOREN | HEAD, REINSURANCE | FEMALE |
6. | MR. TAOHEED SIKIRU | CHIEF INTERNAL AUDITOR | MALE |
7. | MRS. MODUPE ADEPOJU | CHIEF COMPLIANCE OFFICER | FEMALE |
8. | MR. IMO O. IMO | HEAD, BUSINESS STRATEGY AND | MALE |
DEVELOPMENT | |||
9. | MR. HUMPHREY OZEGBE | HEAD, HUMAN CAPITAL | MALE |
10. | MR. MOSES OMOROGBE | COMPANY SECRETARY | MALE |
11. | MR. OVIE SALUBI | HEAD, INFORMATION TECHNOLOGY | MALE |
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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 which sets | YES | |||||||
"A successful Company is headed by | out its responsibilities and terms of reference? Yes/No | It was last reviewed in 2020 | |||||||
If yes, when was it last reviewed? | |||||||||
an effective 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 | and | i) What are the qualifications and experiences of the | 1. Mr. Daniel Braie and Mr. Okanlawon Adelagun- Chartered | ||||
Composition | directors? | Insurance Practitioner | |||||||
"The effective discharge of the | 2. Chief Joshua Fumudoh, Mr. Barnard Griesel, Mrs Valentina | ||||||||
Maurinho, Mr. Pius Otia and Mr. Maxwell Ebibai- Accountants | |||||||||
responsibilities of the Board and its | 3. Mr. Olakunle Agbebi, Mrs. Funkazi Koroye - Lawyers. | ||||||||
committees is assured by an | |||||||||
appropriate balance of skills and | |||||||||
diversity (including experience and | |||||||||
YES | |||||||||
gender)without | compromising | ii) Does the company have a Board-approved diversity | |||||||
competence, | independence | and | policy? Yes/No | At least 80% of the diversity targets have been achieved. | |||||
integrity " | |||||||||
If yes, to what extent have the diversity targets been | |||||||||
achieved? | |||||||||
iii) Are there directors holding concurrent directorships? | NO | ||||||||
Yes/No | |||||||||
If yes, state names of the directors and the companies? | |||||||||
NO | |||||||||
iv) Is the MD/CEO or an Executive Director a chair of any | |||||||||
Board Committee? Yes/No | |||||||||
If yes, provide the names of the Committees. | |||||||||
Principle 3: Chairman | i) Is the Chairman a member or chair of any of the Board | NO | |||||||
"The Chairman | is | responsible for | Committees? Yes/no | ||||||
If yes, list them. | |||||||||
providing overall leadership of the | |||||||||
Company | and | the | Board, | and | |||||
ii) At which Committee meeting(s) was the Chairman in | BOARD MEETING | ||||||||
eliciting | the | constructive | |||||||
attendance during the period under review? | |||||||||
participation | of | all | Directors | to | |||||
facilitate effective direction of the | |||||||||
Board" | iii) Is the Chairman an INED or a NED? | NON-EXECUTIVE DIRECTOR | |||||||
iv) Is the Chairman a former MD/CEO or ED of the | No | ||||||||
Company? Yes/No | |||||||||
If yes, when did his/her tenure as MD end? | |||||||||
v) When was he/she appointed as Chairman? | 30TH OF JANUARY 2018 | ||||||||
vi) Are the roles and responsibilities of the Chairman | YES | ||||||||
clearly defined? Yes/No | The roles and responsibilities of the Chairman are clearly | ||||||||
If yes, specify which document | defined in the Board Charter. | ||||||||
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
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Linkage Assurance plc published this content on 31 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 March 2023 12:04:05 UTC.