LIVESTOCK FEEDS : NCCG REPORT FOR YE 31 DECEMBER 2023

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:

• i. Every line item and indicator must be completed.

• ii. Respond to each question with "Yes" where you have applied the principle, and "No" where you are yet to apply the principle.

• iii. An explanation on how you are applying the principle, or otherwise should be included as part of your response.

• iv. Not Applicable (N/A) is not a valid response.

Section B - General Information

S/No.	Items	Details
i.	Company Name	Livestock Feeds Plc
ii.	Date of Incorporation	March 20, 1963
iii.	RC Number	3315
iv.	License Number	It is not a requirement for the Company
v.	Company Physical Address	1, Henry Carr Street, Ikeja, Lagos
vi.	Company Website Address	www.livestockfeedsplc.com
vii.	Financial Year End	31st December
viii.	Is the Company a part of a Group/Holding Company? Yes/No If yes, please state the name of the Group/Holding Company	Yes. UAC of Nigeria Plc
ix.	Name and Address of Company Secretary	Mrs. Rose Hamis Plot 32, Kudirat Abiola Way, Oregun, Lagos
x.	Name and Address of External Auditor(s)	Messrs. KPMG Professional Services KPMG Tower Bishop Aboyade Cole Street, Victoria Island, Lagos, Nigeria
xi.	Name and Address of Registrar(s)	Cardinal Stones Registrars Ltd 335/337, Herbert Macaulay Way, Yaba, Lagos
xii.	Investor Relations Contact Person (E-mail and Phone No.)	Mr Kunle [e-mail]
xiii.	Name of the Governance Evaluation Consultant	Messrs DCSL Corporate Services Ltd.
xiv.	Name of the Board Evaluation Consultant	Messrs. 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, NED, ED)	Gender	Date First Appointed/ Elected	Remark
1	Dr. Joseph I. Dada	Chairman/NED	Male	May 31, 2019	Board Chairman
2	Adegboyega Adedeji	Managing Director	Male	August 1, 2019	Managing Director
3	Abayomi Adeyemi	INED	Male	October 26, 2017	INED
4	Adebolanle Badejo	NED	Male	June 1, 2020	NED
5	Temitope Omodele	NED	Female	October 26, 2022	NED
6	Chiamaka N. Uwaegbute	NED	Female	July 21, 2023	NED
7	Peter B. Mombaur	NED	Male	April 22, 2022	NED

2. Attendance at Board and Committee Meetings:

S/No.	Names of Board Members	No. of Board Meetings Held in the Reporting Year	No. of Board Meetings Attended in the Reporting Year	Membership of Board Committees	Designation (Member or Chairman)	Number of Committee Meetings Held in the Reporting Year	Number of Committee Meetings Attended in the Reporting Year
1	Joseph I. Dada	4	4	Not a member of any Committee	Board Chairman	Not a member of any Committee as he is the Chairman of the Board	Not a member of any Committee
2	Adegboyega Adedeji	4	4	1	Member of the Risk Management Committee	5	5
3	Abayomi Adeyemi	4	4	3	Member: Governance &Remuneration Committee (Chair) Risk Management Committee (Member) Statutory Audit Committee (Member)	2 5 5	2 5 5
4	Chiamaka N. Uwaegbute	1	1	1	Risk Management Committee (Member)	1	1
5	Peter Mombaur	3	3	1	Risk Management Committee (Chair)	4	4
6	Adebolanle Badejo	4	4	3	Governance & Remuneration Committee (Member) Risk Management Committee (Member) Statutory Audit Committee (Member)	2 2 5	2 2 5
7	Temitope Omodele	4	4	1	Governance & Remuneration Committee (Member)	1	1

Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.	Names	Position Held	Gender
1	Adegboyega Adedeji	Managing Director/Chief Executive Officer	Male
2	Adekunle Adepoju	Chief Financial Officer	Male
3	Femi Omogoye	Supply Chain Manager	Male
4	Adeniyi Adejola	Head Human Resources	Male
5	Taiwo Ogunbowale	National Sales Manager	Male
6	Wole Adeleke	Quality Assurance Manager	Male
7	Aliyu M. Akemokwe	Operations Manager	Male

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 "A successful Company is headed by 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"	i) Does the Board have an approved Charter which sets out its responsibilities and terms of reference? Yes/No If yes, when was it last reviewed?	Yes, the Board has an approved Charter.
Principle 2: Board Structure and Composition "The effective discharge of the responsibilities of the Board and its committees is assured by an appropriate balance of skills and diversity (including experience and gender) without compromising competence, independence and integrity "	i) What are the qualifications and experiences of the directors?	The Board has members who are Chartered Accountants, an Economists with over 30 years cognate experience, holders of MBA and CFA with more than 15 years experience.
ii) Does the company have a Board-approved diversity policy? Yes/No If yes, to what extent have the diversity targets been achieved?	Yes The Board presently comprise of 4 males and 2 females. The Board members come from different tribes in Nigeria and are adherents of Islam and Christianity.
iii) Are there directors holding concurrent directorships? 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.	No. The MD/CEO does not chair any Committee of the Board.
Principle 3: Chairman "The Chairman is responsible for providing overall leadership of the Company and the Board, and eliciting the constructive participation of all Directors to facilitate effective direction of the Board"	i)Is the Chairman a member or chair of any of the Board Committees? Yes/no If yes, list them.	No. The Chairman is not a member and does not chair any Committee of the Board.
ii)At which Committee meeting(s) was the Chairman in attendance during the period under review ?	None. The Chairman did not attend any Committee meeting during the year.
iii) Is the Chairman an INED or a NED?	The Chairman is an NED
iv) Is the Chairman a former MD/CEO or ED of the Company? Yes/No If yes, when did his/her tenure as MD end?	No. The Chairman was not an MD/CEO or an ED of the Company at any time.
Principles	Reporting Questions	Explanation on application or deviation
v) When was he/she appointed as Chairman?	January 24, 2020
vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No If yes, specify which document	Yes. The Chairman's roles and responsibilities are defined in the Board Charter
Principle Director/ Officer 4: Chief Managing Executive "The ManagingDirector/Chief Executive Officer is the head of management delegated by the Board to run the affairs of the Company to achieve its strategic objectives for sustainable corporate performance"	i)Does the MD/CEO have a contract of employment which sets out his authority and relationship with the Board? Yes/No If no, in which documents is it specified?	Yes. His contract of employment sets out his authority and relationship with the Board
ii)Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes. He declares this annually.
iii)Which of the Board Committee meetings did the MD/CEO attend during the period under review?	Risk Management Committee, Governance and Remuneration Committee.
iv)Is the MD/CEO serving as NED in any other company? Yes/no. If yes, please state the company (ies)?	No. He is not an ED of any Company.
v)Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No	The MD/CEO is not a director in any other company.
Principle Directors 5:Executive Executive Directors support the Managing Director/Chief Executive Officer in the operations and management of the Company	i)Do the EDs have contracts of employment? Yes/no	There are no other EDs except the MD.
ii)If yes, do the contracts of employment set out the roles and responsibilities of the EDs? Yes/No If no, in which document are the roles and responsibilities specified?	There are no other EDs except the MD.
iii)Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	There are no other EDs except the MD.
iv)Are there EDs serving as NEDs in any other company? Yes/No If yes, please list	There are no other EDs except the MD.
v)Are their memberships in these companies in line with Board-approved policy? Yes/No	There are no other EDs except the MD.
Principle Directors 6:Non-Executive Non-Executive Directors bring to bear their knowledge, expertise and independent judgment on issues of strategy and performance on the Board	i)Are the roles and responsibilities of the NEDs clearly defined and documented? Yes/No If yes, where are these documented?	Yes. The roles and responsibilities of the NEDs are clearly defined in the Board Charter.
ii)Do the NEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No	Yes. They have letters of employment specifying their roles and responsibilities.
iii)Do the NEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes. They declare annually.
iv)Are NEDs provided with information relating to the management of the company and on all Board matters? Yes/No If yes, when is the information provided to the NEDs	Yes, this is provided on an ongoing basis. The Board pack for Board and Committee Meetings contains sufficient information about the management and affairs of the company. Additionally, NEDs are provided with Quarterly Unaudited Accounts and Quarterly Internal Audit Report.
Principles	Reporting Questions	Explanation on application or deviation
v)What is theprocess ofcompleteness and information provided? adequacyensuring of the	Receipt of confirmation and feedback from the Directors after review of reports.
vi)Do NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor? Yes/No	Yes they do.
Principle 7: Independent Non-Executive Directors Independent Non-Executive Directors bring a high degree of objectivity to the Board for sustaining stakeholder trust and confidence"	i)Do the INEDs meet the independence criteria prescribed under Section 7.2 of the Code? Yes/No	Yes they do.
ii)Are there any exceptions?	There are no exceptions.
iii)What is the process of selecting INEDs?	The process includes the profiling of candidates who are not shareholders, have not served in the Company in any capacity before and not a representative of any shareholder
iv)Do the INEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No	Yes the INED has a letter of appointment.
v)Do the INEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes he declares annually.
vi)Does the Board ascertain and confirm the independence of the INEDs? Yes/No If yes, how often? What is the process?	Yes. Confirmation is done annually through the annual declaration forms by the INED.
vii) Is the INED a Shareholder of the Company? Yes/No If yes, what is the percentage shareholding?	No. The INED is not a shareholder of the Company The Company currently has 1 INED and he does not hold shares in the Company.
viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding? Yes/No If yes, provide details.	No. The INED does not have any relationship with the company.
ix)What are the remuneration? componentsofINEDs	1) Director's Fees 2) Sitting Allowances 3) Travel/passage Allowances
Principle Secretary 8:Company "The Company Secretary support the effectiveness of the Board by assisting the Board and management to develop good corporate governance practices and culture within the Company"	i) Is the Company Secretary in-house or outsourced?	The Company Secretary is out-sourced.
ii) What is the qualification and experience of the Company Secretary?	The Company Secretary is a Legal Practitioner, an ACIS with 26 years cognate experience
iii) Where the Company Secretary is an employee of the Company, is the person a member of senior management?	No. The Company Secretary is outsourced.
iv) Who does the Company Secretary report to?	To the Board (through the Chairperson). Administratively to the MD/CEO
v) What is the appointment and removal process of the Company Secretary?	The appointment and removal of the Company Secretary is in line with Section 333 of the Companies and Allied Matters Act (CAMA), 2020.
Principles	Reporting Questions	Explanation on application or deviation
vi) Who undertakes and approves the performance appraisal of the Company Secretary?	The Board of Directors (through the Governance and Remuneration Committee)
Principle 9: Access Independent Advice to "Directors are sometimes required to make decisions of a technical and complex nature that may require independent expertise" external	i) Does the company have a Board-approved policy that allows directors access to independent professional advice in the discharge of their duties? Yes/No If yes, where is it documented?	No. there is no separate policy on this but there is a provision on this in the Board Charter.
ii) Who bears the cost for the independent professional advice?	The Company bears whenever it is required.
iii) During the period under review, did theDirectors obtain any professional advice? Yes/No If yes, provide details. independent	No. They did not obtain an external independent advise.
Principle 10: Meetings of the Board "Meetings are the principal vehicle for conducting the business of the Board and successfully fulfilling the strategic objectives of the Company"	i) What is the process for reviewing and approving minutes of Board meetings?	The Board Reviews the Minutes of its last Meeting at subsequent Meeting and approves same thereat.
ii) What are the timelines for sending the minutes to Directors?	Minutes of meetings are circulated before the next meeting.
iii) What are the implications for Directors who do not meet the Company policy on meeting attendance?	Such Directors will be advised accordingly and stand the chance of being removed as Directors, if the practice continues. LSF has never had issue with directors' attendance at meetings.
Principle Committees 11:Board "To ensure efficiency and effectiveness, the Board delegates some of its functions, duties and responsibilities to well-structured committees, without abdicating its responsibilities"	i) Do the Board Committees have Board-approved Charters which set out their responsibilities and terms of reference? Yes/No	Yes. The Board has an approved Charter which sets out their responsibilities.
ii) What is the process for reviewing and approving minutes of Board Committee of meetings?	The Board Committee Minutes are reviewed by the Committee at subsequent Meetings and approves same thereat.
iii) What are the timelines for sending the minutes to the directors?	14 days after the meeting. This could however be longer that the stipulated timelines in some instances.
iv) Who acts as Secretary to board committees?	The Company Secretary is the Secretary to the Board Committees.
v) What Board Committees are responsible for the following matters? a) Nomination and Governance b) Remuneration c) Audit d) Risk Management	The Governance and Remuneration Committee is responsible for matters relating to nomination, governance and remuneration. The Audit Committee is responsible for matter relating to Audit. The Risk Management Committee is responsible for matter relating to risk management.
vi) What is the process of appointing the chair of each committee ?	The Chairmen of the respective Committees are appointed by the Board.
Committee responsible for Nomination and Governance
vii) What is the proportion of INEDs to NEDs on the Committee responsible for Nomination and Governance?	Two NED to 1 INED
viii) Is the chairman of the Committee a NED or INED ?	The Chairman of the Governance and Remuneration Committee is an INED
Principles	Reporting Questions	Explanation on application or deviation
ix) Does the Company have a succession plan policy? Yes/No If yes, how often is it reviewed?	Yes it does
x) How often are Board and Committee charters as well as other governance policies reviewed?	AS often as the need arises to bring the provisions in line with relevant laws.
xi) How does the committee report on its activities to the Board?	Reports are provided to Board after each committee meeting.
Committee responsible for Remuneration
xii) What is the proportion of INEDs to NEDs on the Committee responsible for Remuneration?	One INED to 2 NEDs
xiii) Is the chairman of the Committee a NED or INED ?	The Chairman of the Governance and Remuneration Committee is an INED
Committee responsible for Audit
xiv) Does the Company have a Board Audit Committee separate from the Statutory Audit Committee? Yes/No	No. the Company does not have a Board audit Committee apart from the Statutory Audit Committee.
xv) Are members of the Committee responsible for Audit financially literate? Yes/No	Yes members of the Committee financially literate.
xvi) What are experience? theirqualificationsand	Chartered Accountants
xvii) Name the financial expert(s)onthe Committee responsible for Audit	Messrs. Yomi Adeyemi and Adebolanle Badejo
xviii) How often does the Committee responsible for Audit review the internal auditor's reports?	Quarterly.
xix) Does the Company have a Board approved internal control framework in place? Yes/No	Yes. There is an approved internal control framework.
xx) How does the Board monitor compliance with the internal control framework?	Reports on any infractions are made to the Risk Management Committee which provides the Board with relevant update at Board meetings.
xxi) Does the Committee responsible for Audit review the External Auditors management letter, Key Audit Matters and management response to issues raised? Yes/No Please explain.	Yes. The Management letter, key Audit Matters and Management response are reviewed by the Statutory Audit Committee with the External Auditors during Audit Close out meetings.
xxii) Is there a Board-approved policy that clearly specifies the non-audit services that the external auditor shall not provide? Yes/No	Yes. There is an Internal Audit Charter
xxiii) How many times did the Audit Committee hold discussions with the head of internal audit function and external auditors without the management during the period under review?	2 times with the Internal auditors, four times with the Head of Risk and compliance, during the quarterly meeting of the Statutory Audit Committee and 2 times with the External Auditors.
Principles	Reporting Questions	Explanation on application or deviation
Committee responsible for Risk Management
xxiv)Is the Chairman of the Risk Committee a NED or an INED?	The Chairman of the Risk Management Committee is an NED
xxv) Is there a Board approvedRisk Management framework? Yes/No? If yes, when was it approved?	Yes. There is a Board Risk management committee Charter.
xxvi)How often does the Committee review the adequacy and effectiveness of the Risk Management Controls in place? Date of last review	Quarterly by the Risk Management Committee.
xxvii) Does the Company have a Board-approved IT Data Governance Framework? Yes/No If yes, how often is it reviewed?	Yes. There is an IT Data governance framework. As the need arises to be in line with relevant provision of the law.
xxviii) How often does the Committee receive and review compliance report on the IT Data Governance Framework?	At any quarterly meeting where there is an issue to flag to the Committee.
xxix) Is the Chief Risk Officer (CRO) a member of Senior Management and does he have relevant experience for this role? Yes/No	The Head of the Risk and Compliance Unit has the relevant experience, but not a member of Senior Management.
xxx) How many meetings of the Committee did the CRO attend during the period under review?	Four.
Principle 12: Appointment to the Board "A written, clearly defined, rigorous, formal and transparent procedure serves as a guide for the selection of Directors to ensure the appointment of high-quality individuals to the Board"	i) Is there a Board-approved policy for the appointment of Directors? Yes/No	Yes there is.
ii) What criteria appointment? areconsideredfortheir	Qualifications, expertise, experience and diversity.
iii) What is the Board process for ascertaining that prospective directors are fit and proper persons?	The Board applies the provisions of Section 283 of the Companies and Allied Matters Act, 2020 in the appointment of its Directors.
iv)Is there a defined tenure for the following: a) The Chairman b) The MD/CEO c) INED d) NED e) EDs	The Company applies the provisions of Section 285 of the Companies and Allied Matters Act, 2020, in the tenure of all its Directors and Principle 7.2.9 of the NCCG 2018, in the tenure of its INEDs.
v) Please state the tenure	Application of Section 285 of CAMA, 2020, Principle 7.2.9 of the NCCG, 2018 and Board Governance Charter.
vi) Does the Board have a process to ensure that it is refreshed periodically? Yes/No?	Yes there is a process.
Principle 13: Induction and Continuing Education "A formal induction programme on joining the Board as well as regular training assists Directors to effectively discharge their duties to the Company"	i) Does the Board have a formal induction programme for new directors? Yes/No	Yes. The Company has a formal induction programme for new directors
ii) During the period under review, were new Directors appointed? Yes/No If yes, provide date of induction.	Yes.
iii) Are Directors provided relevant training to enable them effectively discharge their duties? Yes/No If yes, provide training details.	Yes. NSE training on accessing sustainable and innovative funds- insight for Directors. Other relevant trainings will also be sought in 2024 for the directors.
iv) How do you assess the training needs of Directors?	We rely in feedback/result of the Board evaluation, directors output against best

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