May & Baker Nigeria : AND BAKER-NCCG 2018 COMPLIANCE REPORT 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.

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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Section B - General Information

S/No.	Items	Details
i.	Company Name	May & Baker Nigeria Plc
ii.	Date of Incorporation	4 September 1944
iii.	RC Number	RC 558
iv.	License Number
v.	Company Physical Address	3/5 Sapara Street, Industrial Estate, Ikeja, Lagos
vi.	Company Website Address	www.may-baker.com
vii.	Financial Year End	31 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	No
ix.	Name and Address of Company Secretary	Marina Nominees Ltd 233 Ikorodu Road, Ilupeju, Lagos
x.	Name and Address of External Auditor(s)	Grant Thornton Nigeria 294 Herbert Macaulay Way, Sabo-Yaba Lagos, Nigeria.
xi.	Name and Address of Registrar(s)	Veritas Registrars Ltd, 89A Ajose Adeogun Street, Victoria Island, Lagos
xii.	Investor Relations Contact Person (E-mail and Phone No.)	Roseline A. [e-mail] 08032833764
xiii.	Name of the Governance Evaluation Consultant	Deloitte & Touche (Nigeria)
xiv.	Name of the Board Evaluation Consultant	Deloitte & Touche (Nigeria)

Section C - Details of Board of the Company and Attendance at Meetings

Board Details:

S/No.	Names of Board Members	Designation (Chairman, MD, INED, NED, ED)	Gender	Date First Appointed/ Elected	Remark
Senator Daisy E. Danjuma	Chairman (NED)	Female	30th May, 2019	Appointed as Chairman 27/9/2019
Mr. Patrick Ajah	MD/CEO	Male	st December 2020	Appointed as MD/CEO 1st anuary 2021
Mrs G.I Odumodu	NED	Female	26th July, 2011	Retired 27 July 2023
Dr. Mrs. Rahila Ilegbodu	IINED	Female	30th June 2022
Mr. K.O. Durojaiye	NED	Male	4th June 2021
Dr Edugie Abebe	NED	Female	14th March, 2013
Chief Maduka Samuel Onyishi	NED	Male	21st March, 2019
Mr. Valentine Okelu	ED	Male	22 Sept, 2016	Retired 27 July 2023
Mr. Ayodeji S. Aboderin	ED	Male	1st March, 2017
Mr. Michael Odumodu	INED	Male	27 July 2023

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 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	Senator Daisy E. Danjuma Chairman	8	8	None	0	0
2	Mr. Patrick Ajah MD/CEO	8	8	Risk Mgt.	Member	4	4
3	Mrs Gloria Odumodu	4	4	Audit Comm.	Member	2	2
Nomination Remuneration Governance	Member	2	2
4	Dr.Rahila Ilegbodu	8	8	Nomination Remuneration Governance	Member	4	4
Risk Mgt	Member	4	4
5	Mr. Kolawole Durojaiye	8	8	Governance/ Remuneration	Member	3	3
Audit Comm.	Member	2	2
Risk Mgt.	Member	4	4
6	Chief Maduka Samuel Onyishi	8	8	Audit Comm.	Member	4	4
Governance/ Remuneration	Member	4	4
7	Mr. Michael Odumodu	8	3	Governance/ Remuneration	Member	2 2	2 2
Risk Mgt.	Member
8	Dr. Edugie Abebe NED	8	8	Risk Mgt Comm	Chairman	4	4
Governance/ Remuneration	Member	4	4
9	Mr. Valentine Okelu	8	8	None	2 Risk Mgt.
Mr Ayodeji S. Aboderin	8	8	Risk Mgt.	Member	4	4

Nomination

Nomination

Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.	Names	Position Held	Gender
1	Mr. Patrick Ajah	Managing Director	M
2	Mr. Silver Ajalaye	Head Pharma Plant	M
3	Mr. Obinna Emeribe	Head Pharma Sales & Marketing	M
4	Mr. Ayodeji S. Aboderin	Executive Director, Financial Services	M
5	Mr. Godwin O. Obiakor	Head of Internal Audit & Compliance	M
6	Mrs Emem Essien	Head, Human Capital Development	F

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

7	Oluwayemisi Ashimolowo	Head, Planning & Procurement	F
8	Angela Oyekwe	Distribution/Customer Services Manager	F
9	Uche Olekanma	Business Manager	F
10	Ekene Odozi	National Sales Manager - RT	M
11	Nnenna Onuoha	Head, Quality Operations	M
12	Ezeliora Vincent	National Sales Manager HPT	M
13	Adekunle Olusola	Management Accountant	M
14	Charles Okafor	National Key Accounts Manager	M
15	Ariike Mbaneme	Production Manager	F
16	Benedict Ologbosere	Treasury Manager	M
17	Alexander Umeh	Financial Accountant	M
18	Chiagozie Maduneme	Head of Sales	M

PrinciplesPart A - Board of Directors and Officers of the BoardReporting Questions

Explanation on application or deviationPrinciple 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

i) Does the Board have an approved Charter which sets out its responsibilities and terms of Yes reference? Yes/No

If yes, when was it last reviewed?

30 November 2023

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) What are the qualifications and experiences of the directors-

The board is comprised of a diverse mix of directors with experience of over 25+ years spanning across various industries and educational fields namely:

business administration, pharmacy, finance, accounting, taxation, marketing B.PHARM, MBA, M.PHARM, HND, FCA, MBA, ACMA, MSC BA, ACMA, MSC, FCIB, MBBS, M.Pharm, MIod, LL.B

Principle 2: Board Structure and Composition

ii) Does the company have a Board-approveddiversity policy? Yes/No

YES.

"The effective discharge of The responsibilities of the Board and its committees is assured by an appropriate balance of skills anddiversity (including experience and gender) without

If yes, to what extent have the diversity targets been achieved?

THE DIVERSITY TARGETS FOR THE BOARD AND STAFF ARE BEING ACHIEVED

• iii) Are there directors holding concurrent directorships? Yes/No

  compromising competence, independence and integrity "

  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

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 Committees? Yes/no

NO

"The Chairman is responsible for providing overall leadership of the Company and the Board, and eliciting the constructive participation of all Directors to facilitate

If yes, list them.

ii)At which Committee meeting(s) was the Chairman in attendance during the period under review ?

NONE

effective direction of Board"

the

• iii) Is the Chairman an INED or a NED?

  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?

• v) When was he/she appointed as Chairman?

NO NO 9/27/2019

vi) Are

Chairman clearly defined? Yes/No If yes, specify which document

the roles and responsibilities of the

Principles	Reporting Questions	Explanation on application or deviation
Principle Director/ Officer 4: ChiefManaging Executive "The Managing Director/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
ii) Does the MD/CEO declare any conflict of Interest on appointment, annually, thereafter and as they occur? Yes/No	Yes
iii)Which of the Board Committee meetings did the MD/CEO attend during the period under review?	Risk Management
iv) Is the MD/CEO serving as NED in any other company? Yes/no. If yes, please state the company(ies)?	Yes Biovaccines Nigeria Limited
v) Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No	Yes
Principle Directors 5: Executive Executive Directors supportthe Managing Director/Chief Executive Officer in the operations and management of the Company	i)Do the EDs have contracts of employment? Yes/no	Yes
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?	Yes Contract of Employment and Job Description
iii) Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes
iv) Are there EDs serving as NEDs in any other company? Yes/No If yes, please list	Yes Biovaccines Nigeria Limited
v) Are their memberships in these companies in line with Board-approved policy? Yes/No	Yes
Principle 6: Non-Executive Directors 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 Appointment Letters
ii)Do the NEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No	Yes
iii)Do the NEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes
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 On Appointment, during board Induction sessions and at least two weeks prior to every meeting
v)What is the process of ensuring completeness and adequacy of the information provided?	Through member's input to the agenda for meetings, regular management reports on business performance, quarterly financial statement for regulatory submission, standardization of the information provided, regular review and update of all information.
vi)Do NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor? Yes/No	Yes
Principle 7: Independent Non-Executive Directors	i)Do the INEDs meet the independence criteria prescribed under Section 7.2 of the Code? Yes/No	No

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