MORISON INDUSTRIES : CORPORATE GOVERNANCE REPORT-2023

FINANCIAL REPORTING COUNCIL OF NIGERIA

(Federal Ministry of Industry, Trade & Investment)

FRC/CG/001: TEMPLATE FOR REPORTINGCOMPLIANCE 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 recognizes 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.
3. An explanation on how you are applying the principle, or otherwise should be included as part of your response.
4. 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	MORISON INDUSTRIES PLC.
ii.	Date of Incorporation	JUNE 1955
iii.	RC Number	1274
iv.	License Number	LAG202130BC8B
v.	Company Physical Address	28/30 Morison Crescent, Ikeja, Lagos
vi.	Company Website Address	www.morisonplc.ng
vii.	Financial Year End	31 December
viii.	Is the Company a part of a Group/Holding Company? Yes/No	NO
	If yes, please state the name of the Group/Holding Company
ix.	Name and Address of Company Secretary	Ms. Abosede Agbetu
		28/30 Morison Crescent, Ikeja, Lagos
x.	Name and Address of External Auditor(s)	BDO Professional Services (Chartered
		Accountants) 15, CIPM Avenue, Central
		Business District, Alausa, Ikeja. Lagos
xi.	Name and Address of Registrar(s)	CardinalStone Registrar Ltd. 335/337,
		Herbert Macaulay Way, Yaba, Lagos
xii.	Investor Relations Contact Person
	(E-mail and Phone No.)
xiii.	Name of the Governance Evaluation Consultant	Doyin Owolabi & Co.
xiv.	Name of the Board Evaluation Consultant	Doyin Owolabi & Co.

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,		Appointed/ Elected
			ED)
1		Mr. R.O. Titiloye	Chairman	Male	January, 2012	Good
2		Engr. Charles Osezua	NED	Male	July, 2003	Good
3		Mrs. Afolake Lawal	NED	Female	August, 2018	Good
4		Mr. Ayeni Phillip	NED	Male	February, 2017	Good
5		Mr. Soji Oladejo	Managing Director	Male	January 2021	Good
6		Mr. John Adekoje	INED	Male	August, 2020	Good

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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	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.	Mr. R.O. Titiloye
		4	4
2.	Engr. Charles Osezua			Remuneration	Chairman	2	2
				Nomination &
				Governance
		4	4
3.	Mrs. Afolake Lawal			Risk	Chairman	2	2
				Management
				Committee
		4	4	Remuneration	Member	2	2
				Nomination &
				Governance
4.	Mr. Ayeni Phillip	4	4	Remuneration	Member	2	2
				Nomination &
				Governance
				Member
				Risk	Member
				Management
				Committee
5.	Mr. John Adekoje	4	4	Remuneration	Member	2	2
				Nomination &
				Governance
				Risk	Member	2	2
				Management
				Committee

Section D - Details of Senior Management of the Company
1.	Senior Management:
S/No.	Names	Position Held	Gender
1	MR. FEMI ODUSANYA	PRODUCTION HEAD	MALE
2	MR. FEMI AYEGBO	FINANCE CONTROLLER	MALE
3	MS ABOSEDE AGBETU	COMPANY SECRETARY	FEMALE
4	MR. ABIOYE ADEDAYO	MANAGEMENT ACCOUNTANT	MALE
5	MR. HENRY CHUKWURA	SUPERINTENDENT PHARMACIST	MALE
6	MR. FESTUS FAGBIYE	INTERNAL AUDITOR	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

Yes, it was reviewed in 2022.

"A

successful

Company is

which sets out its responsibilities and terms of

reference? Yes/No

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

The directors possess the required specific skills in

and Composition

of the directors?

leadership, accounting & finance, legal, regulatory

"The

effective

discharge

of

and corporate governance.

the

responsibilities

of

the

ii) Does the company have a Board-approved

Yes

Board and its committees is

diversity policy? Yes/No

To the extent of creating a safe and inclusive

assured by an appropriate

If yes, to what extent have the diversity targets

balance of skills and diversity

been achieved?

atmosphere for members of the company (internal

(including

experience

and

& External)

gender)

without

iii) Are

there

directors

holding

concurrent

Yes. Mrs. Lawal Afolake

compromising

competence,

directorships? Yes/No

independence and integrity "

Eterna Oil Plc., International Breweries Plc.

If yes, state names of the directors and the

&Champion Breweries Plc.

companies?

No, the MD/CEO or An Executive Director is not a

iv) Is the MD/CEO or an Executive Director a

chair of any Board Meeting

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

No, the Chairman is not a member or chair of any of

"The Chairman is responsible

the Board Committees? Yes/no

the Board Committees

If yes, list them.

for

providing

overall

ii)

At

which

Committee

meeting(s) was the

Non

leadership of the Company

Chairman in attendance during the period

and the Board, and eliciting

under review?

the constructive participation

of all Directors to

facilitate

iii) Is the Chairman an INED or a NED?

The chairman is a NED

effective

direction

of

the

Board"

iv) Is the Chairman a former MD/CEO or ED of

No, The Chairman is not a former MD/CEO or ED of

the Company? Yes/No

the company.

If yes, when did his/her tenure as MD end?

v) When was he/she appointed as Chairman?

October, 2020

vi) Are

the roles and responsibilities of the

Yes, the roles and responsibilities of The Chairman of

Chairman clearly defined? Yes/No

the company are clearly defined in the company's

If yes, specify which document

board charter

Principle

4:

Managing

i) Does the

MD/CEO

have a

contract of

Yes, The MD/CEO have a contract of employment

Director/

Chief

Executive

employment which sets out his authority

which sets out his authority and relationship with the

Officer

and relationship with the Board? Yes/No

board

If no, in which documents is it specified?

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

		Principles			Reporting Questions	Explanation on application or deviation
"The		Managing	ii)	Does the MD/CEO declare any conflict of	Yes
Director/Chief		Executive		interest on appointment, annually,
Officer is the head of		thereafter and as they occur? Yes/No
management delegated by	iii)	Which of the Board Committee meetings	All the Board Committee meetings
the Board to run the affairs of		did the MD/CEO attend during the period
the Company to achieve its		under review?
strategic	objectives	for	iv)	Is the MD/CEO serving as NED in any other	No, The MD/CEO is not serving as NED in any other
sustainable		corporate		company? Yes/no.	company.
performance"					If yes, please state the company (ies)?
								Yes
						v) Is the membership of the MD/CEO in these
							companies in line with the Board-approved
							policies? Yes/No
Principle	5:	Executive	i)	Do the EDs have contracts of employment?	Yes, the ED's have contracts of employment but the
Directors						Yes/no	Company currently does not have an ED
Executive	Directors support
ii)	If yes, do the contracts of employment set	The contract of employment set out the roles and
the Managing Director/Chief		out the roles and responsibilities of the EDs?	responsibilities of the ED's
Executive	Officer	in	the		Yes/No
	If no, in which document are the roles and
operations and management
	responsibilities specified?
of the Company
		iii) Do the EDs declare any conflict of interest	Yes, the Company's Policy is that EDs must declare
							on appointment, annually, thereafter and	conflict of interest on appointment annually
							as they occur? Yes/No
						iv) Are there EDs serving as NEDs in any other	No, there are no EDs serving currently in Company
							company? Yes/No	and any other company
							If yes, please list
						v) Are their memberships in these companies	No, if there is their membership would be in line with
							in line with Board-approved policy? Yes/No	Board-approved policy
Principle	6:	Non-Executive	i)	Are the roles and responsibilities of the NEDs	Yes. They are contained in their Contract & Board
Directors						clearly defined and documented? Yes/No	Charter
Non-Executive Directors bring		If yes, where are these documented?
ii)	Do the NEDs have letters of appointment	Yes, the NEDs have letters of appointment
to	bear	their knowledge,
	specifying their duties, liabilities and terms of	specifying their duties, liabilities and terms of
expertise	and	independent
	engagement? Yes/No	engagement
judgment on issues of strategy
and	performance	on	the	iii)	Do the NEDs declare any conflict of interest	Yes, NEDs declare any conflict of interest on
Board						on appointment, annually, thereafter and	appointment and as they occur
							as they occur? Yes/No
						iv)	Are NEDs provided with information relating	Yes, the information is provided to the NEDs
							to the management of the company and	quarterly via Board papers before Board meeting
							on all Board matters? Yes/No	and in the case of emergency information it is
							If yes, when is the information provided to	provided and sent through email.
							the NEDs
						v)	What is the process of ensuring	The process is by discussing and agreeing on the
							completeness and adequacy of the	responsibilities of the board and the information
							information provided?	needed to discharge those responsibilities. Also, the
								information must be monitored and considered on
								an on-going and intimate basis
						vi)	Do NEDs have unfettered access to the EDs,	Yes, NEDs have unfettered access to the EDs,
							Company Secretary and the Internal	Company Secretary and the Internal Auditor
							Auditor? Yes/No
Principle 7: Independent Non-	i)	Do the INEDs meet the independence	Yes, the INEDs meet the independence criteria
Executive Directors				criteria prescribed under Section 7.2 of the	prescribed under Section 7.2 of the Code.
Independent	Non-Executive		Code? Yes/No
ii)	Are there any exceptions?	NO
Directors bring a high degree
of objectivity to the Board for
iii)	What is the process of selecting INEDs?	The process of selecting INEDs is based on person's
sustaining	stakeholder	trust
		integrity and possession of relevant expertise and
and confidence"
				experience.
						iv)	Do the INEDs have letters of appointment	Yes, the INEDs have letter of appointment specifying
							specifying their duties, liabilities and terms of	their duties, liabilities and terms of engagement.
							engagement? Yes/No

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Principles

Reporting Questions

Explanation on application or deviation

v) Do the INEDs declare any conflict of interest

Yes, the INEDs declare any conflict of interest on

on appointment, annually, thereafter and

appointment, annually thereafter and as they occur

as they occur? Yes/No

vi) Does the Board ascertain and confirm the

Yes. The Board ascertain and confirm the

independence of the INEDs? Yes/No

independence of the INEDs.

If yes, how often?

The process is done annually and as they occur

What is the process?

vii) Is the INED a Shareholder of the Company?

NO. the INED is not a Shareholder of the Company

Yes/No

If yes, what is the percentage

shareholding?

viii) Does the INED have another relationship

No, the INEDs does not have another relationship

with the Company apart from directorship

with the Company apart from directorship and/or

and/or shareholding? Yes/No

shareholding.

If yes, provide details.

ix) What are the components of INEDs

None in the interim.

remuneration?

Principle

8:

Company

i) Is the Company Secretary in-house or

The Company Secretary is In-house

Secretary

outsourced?

"The Company

Secretary

ii) What is the qualification and experience of

The Company Secretary has the relevant

the Company Secretary?

qualification and experience necessary to

support

the

effectiveness of

effectively discharge the duties of her office

the Board by assisting the

Board and management to

iii) Where

the

Company

Secretary is

an

Yes, the Company Secretary is a member of Senior

develop

good

corporate

employee of the Company, is the person a

Management

governance

practices

and

member of senior management?

culture within the Company"

iv) Who does the Company Secretary report to?

The Company Secretary reports to the MD/CEO on

administrative responsibilities and functional

responsibility to the Board through the Chairman

v) What is the appointment and removal

The Company Secretary appointment and removal

process of the Company Secretary?

process is the same rigorous selection process

similar to that of new directors.

vi) Who

undertakes

and

approves

the

The Board approves the performance appraisal of

performance appraisal of the Company

the Company Secretary.

Secretary?

Principle

9:

Access

to

i) Does the company have a Board-approved

Yes, the Company have approved Board Charter

Independent Advice

policy that allows directors access to

that allows directors access to independent

"Directors

are

sometimes

independent professional

advice in

the

professional advice in the discharge of their duties

discharge of their duties? Yes/No

required to make decisions of

If yes, where is it documented?

a technical

and

complex

ii) Who bears

the cost

for

the

independent

The Company

nature

that

may

require

professional advice?

independent

external

iii) During

the

period under

review, did

the

No

expertise"

Directors

obtain

any

independent

professional advice? Yes/No

If yes, provide details.

Principle 10: Meetings of the

i) What is the process for reviewing and

Minutes of meetings are sent out on timely basis and

Board

approving minutes of Board meetings?

are formally reviewed and approved by Directors of

"Meetings

are

the

principal

the Board at the next meeting

vehicle

for

conducting

the

ii) What are the timelines for sending the minutes

Minutes of meetings are sent out to directors and

business

of

the

Board

and

to Directors?

members on timely basis before the next meeting

successfully

fulfilling

the

iii) What are the implications for Directors who

The implications for Directors who do not meet the

strategic

objectives

of

the

do not meet the Company policy on meeting

Company policy on meeting attendance is that the

Company"

attendance?

attendance is used as a criterion for re-election as a

director.

Principle

11:

Board

i) Do the Board Committees have Board-

Yes, the Board Committees have Board-approved

Committees

approved Charters which set out their

Charters which set out their responsibilities and

responsibilities and terms of reference?

terms of reference

Yes/No

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Principles					Reporting Questions		Explanation on application or deviation
"To ensure	efficiency	and	ii) What	is the process for reviewing and	Minutes of meetings are sent out on timely basis and
effectiveness,	the	Board	approving minutes of Board Committee of	are formally reviewed and approved by members
delegates	some	of	its	meetings?				of the Committee at the next meeting
functions,		duties		and
		iii) What are the timelines for sending the minutes	Minutes of meetings are sent out to Committee
responsibilities	to		well-
	to the directors?			members on timely basis before the next meeting
structured		committees,
without	abdicating	its
iv) Who acts as Secretary to board committees?	The Company Secretary
responsibilities"
					v) What Board Committees are responsible for	The Board Committees responsible for them are:
					the following matters?			Remuneration, Nomination and Governance
					a)	Nomination and Governance
						Committee and;
					b)	Remuneration
					c)	Audit				Risk Management Committee
					d)	Risk Management
					vi) What is the process of appointing the chair of	The Chair of each Committee is appointed by the
					each committee?			Board.
								Committee responsible for	Nomination and Governance
					vii) What is the proportion of INEDs to NEDs on the	All members are NEDs
					Committee responsible for Nomination and
					Governance?
					viii) Is the chairman of the Committee a NED or	The Chairman of the Committee is a NED
					INED?
					ix) Does the Company have a succession plan	Yes, the Succession plan policy is reviewed
					policy? Yes/No				periodically
					If yes, how often is it reviewed?
					x) How often are Board and Committee	Board and Committee charters as well as other
					charters as well as other governance policies	governance policies are reviewed periodically
					reviewed?
					xi) How does the committee report on its	The Committee report on its activities at the meeting
					activities to the Board?			of the Board.
									Committee responsible for Remuneration
					xii) What is the proportion of INEDs to NEDs on	The Committee responsible for Remuneration consist
					the		Committee	responsible	for	of NEDs
					Remuneration?
					xiii) Is the chairman of the Committee a NED or	The Chairman of the Committee is a NED
					INED?
									Committee	responsible for Audit
					xiv) Does the Company have a Board Audit	No, the Company has a statutory Audit Committee
					Committee separate from the Statutory
					Audit Committee? Yes/No
					xv) Are members of the Committee responsible	Yes, members of the Committee responsible for
					for Audit financially literate? Yes/No		Audit are financially literate
					xvi) What	are	their	qualifications	and	They are financial experts. They have current
					experience?				knowledge in accounting and financial
											management.
					xvii) Name	the	financial	expert(s) on	the	Mr. Ayeni Philip & Mr. Benedict Ugwuede
					Committee responsible for Audit
					xviii) How often does the Committee responsible	The Committee responsible for Audit review the
					for Audit review the internal auditor's	internal auditor's reports quarterly.
					reports?
					xix) Does the Company have a Board	Yes, the Company have a Board approved internal
					approved internal control framework in	control framework in place.
					place? Yes/No
					xx) How does the Board monitor compliance	The Board monitor compliance with the internal
					with the internal control framework?		control framework through the statutory Audit
											Committee report to the Board during the Board
											meeting.

1. Does the Committee responsible for Audit The Audit Committee review the External Auditors

review the External Auditors management	management letter, key Audit Matters and
letter, Key Audit Matters and management	Management response upon presentation of same
response to issues raised? Yes/No	to the Committee during the Committee Meetings.

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Principles	Reporting Questions	Explanation on application or deviation
	Please explain.
	xxii) Is there a Board-approved policy that	Yes. Tax Consulting is one of such non-audit
	clearly specifies the non-audit services that	services that the external auditor does not provide
	the external auditor shall not provide?
	Yes/No
	xxiii) How many times did the Audit Committee	The Audit Committee held discussions with the head
	hold discussions with the head of internal	of Internal Audit function and external auditors
	audit function and external auditors without	without the management twice during the period
	the management during the period under	under review.
	review?
				Committee responsible for Risk Management
	xxiv)Is the Chairman of the Risk Committee a	The Chairman is a NED
	NED or an INED?
	xxv) Is	there	a	Board	approved Risk	Yes. It was reviewed and approved during the
	Management framework? Yes/No?	period under review
	If yes, when was it approved?
	xxvi)How often does the Committee review the	The Committee review the adequacy and
	adequacy and effectiveness of the Risk	effectiveness of the Risk Management Controls
	Management Controls in place?	periodically. October 2022
	Date of last review
	xxvii) Does the	Company have a Board-	No
		approved	IT	Data	Governance
		Framework? Yes/No
	If yes, how often is it reviewed?
	xxviii) How often does the Committee receive	During the Committee meeting
		and review compliance report on the IT
		Data Governance Framework?
	xxix) Is the Chief Risk Officer (CRO) a member of	Yes
	Senior Management and does he have
	relevant experience for this role? Yes/No

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

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	They are contained in their Contract & Board
	appointment?	Charter
rigorous,	formal		and
transparent procedure serves
iii) What is the Board process for ascertaining	The roles and responsibilities of The Chairman of the
as a guide for the selection of
	those prospective directors are fit and proper	company are clearly defined in the company's
Directors	to	ensure	the
	persons?	board charter
appointment of high-quality
individuals to the Board"		iv) Is there a defined tenure for the following?	No
							a)	The Chairman
							b)	The MD/CEO
							c)	INED
							d)	NED
							e)	Eds
						v) Please state the tenure
						vi) Does the Board have a process to ensure that	Yes
							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	Yes
	Directors appointed? Yes/No
programme on	joining	the
If yes, provide date of induction.
Board	as	well	as	regular
iii) Are Directors provided relevant training to	Yes
training	assists	Directors to
	enable them effectively discharge their
effectively	discharge	their
	duties? Yes/No	Formal orientation programme to familiarize
duties to the Company"
	If yes, provide training details.	directors with the company's operations, strategic
									plan, the employees and the duties and
									responsibilities.

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Principles

Reporting Questions

Explanation on application or deviation

iv) How do

you

assess

the

training

needs of

Director's training needs is assessed during on-

Directors?

boarding and formal orientation programme

v) Is there a Board-approved training plan?

Yes

Yes/No

vi) Has it been budgeted for? Yes/No

Yes

Principle 14: Board Evaluation

i) Is

there

a Board-approved policy for

Yes

"Annual

Board

evaluation

evaluating Board performance? Yes/No

assesses how each Director,

ii) For the period under review, was there any

No. Not yet

the committees of the Board

Board

Evaluation

exercise

conducted?

and the Board are committed

Yes/No

to their roles, work together

and continue

to

contribute

iii) If yes, indicate whether internal or external.

effectively

to

the

Provide date of last evaluation.

achievement

of

the

iv) Has

the

Board Evaluation

report been

No

Company's objectives"

presented to the full Board? Yes/No

If yes, indicate date of presentation.

v) Did the Chairman discuss the evaluation

No

report with the individual directors? Yes/No

vi) Is the result of the evaluation for each Director

Yes

considered in the re-election process?

Yes/No

Principle

15:

Corporate

i) For

the

period under review, has the

No

Governance Evaluation

Company

conducted

a

corporate

"Institutionalizing a system for

governance evaluation? Yes/No

If yes, provide date of the evaluation.

evaluating

the Company's

ii) Is the

result of the Corporate Governance

Yes

corporate

governance

practices

ensures

that

its

Evaluation presented and considered by the

Board? Yes/No

governance

standards,

iii) If yes, please indicate the date of last

2019

practices and processes are

presentation.

adequate and effective"

iv) Is the summary of the Corporate Governance

Yes

Evaluation included in the annual reports and

Investor's portal? Yes/No

Principle

16:

Remuneration

i) Is

there a Board-approved Directors'

Yes

Governance

remuneration policy? Yes/No

"The Board ensures that the

If yes, how often is it reviewed?

ii) Provide details of directors' fees, allowances

None. Directors of the Company resolved not to

Company remunerates fairly,

and all other benefits paid to them during the

receive directors' fees, sitting allowance and all

responsibly and transparently

period under review

other benefits due to them for a period of 2 years

so as to

promote

the

(period under review inclusive) as a show of

achievement

of

strategic

commitment and support for the Company on its

objectives

and

positive

financial position.

outcomes

in

the

short,

medium and long term"

iii) Is the remuneration of NEDS presented to

Yes

shareholders for approval? Yes/No

If yes, when was it approved?

iv) What

portion

of the NEDs remuneration is

None

linked to company performance?

v) Is there

a Board-approved remuneration

Yes

policy

for

Executive

and

Senior

management? Yes/No

To the extent of achievement of budgeted

If yes, to what extent is remuneration linked to

revenue.

company performance?

vi) Has

the

Board set KPIs for Executive

Yes

Management? Yes/No

vii) If yes, was the performance measured

Yes

against the KPIs? Yes/No

viii) Do the MD/CEO, EDs and Company

No

Secretary receive a sitting allowance

and/or directors' fees? Yes/No

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Principles

Reporting Questions

Explanation on application or deviation

ix) Which of

the following

receive

sitting

None

allowance and/or fees?

a. MD/CEO

b. ED

c. Company Secretary

d. Other Senior management staff

x) Is there a Board-approved clawback policy

No

for Executive management? Yes/No

If yes, attach the policy.

Principle

17:

Risk

i)

Has the Board defined the company's risk

Yes

Management

appetite and limit? Yes/No

"A

sound

framework

for

ii) How often does the company conduct a risk

Quarterly

assessment?

managing risk

and

ensuring

an

effective

internal control

iii) How often does the board receive and

At every Board meeting of the Company

system

is

essential

for

review risk management reports?

achieving

the

strategic

objectives of the Company"

Principle 18: Internal Audit

i)

Does the company have an Internal Audit

Yes

"An

effective

internal

audit

function? Yes/No

If no, how has the Board obtained adequate

function

provides

assurance

assurance

on

the

effectiveness of internal

to

the

Board

on

the

processes and systems?

effectiveness

of

the

ii) Does the company have a Board-approved

Yes

governance,

risk

internal audit charter? Yes/No

management

and

internal

iii) Is the head of internal audit a member of

Yes

control systems"

senior management? Yes/No

iv) What is the qualification and experience of

The head of Internal Audit is a professional with

the head of internal audit?

relevant qualification and registered with a

professional body.

v) Does the company have a Board-approved

Yes

annual risk-based internal audit plan? Yes/No

vi) Does the head of the internal audit function

Yes

report at least once every quarter to the

committee responsible for audit, on the

adequacy

and

effectiveness

of

management, governance, risk and control

environment;

deficiencies

observed

and

management mitigation plans? Yes/No

1. Is there an external assessment of the Yes effectiveness of the internal audit function at least once every three years by a qualified independent reviewer appointed by the

Board? Yes/No	2022
If yes, when was the last assessment?

1. Who undertakes and approves the The Audit Committee performance evaluation of the Head of
   Internal Audit?

Principle 19: Whistleblowing	i)	Does the company have a Board-approved	Yes
"An effective whistle-blowing		whistleblowing framework? Yes/No	It was reviewed in 2022
If yes, when was the date of last review
framework for reporting any
ii) Does	the Board	ensure	that the	Yes
illegal or unethical behaviour
	whistleblowing mechanism and are process
minimizes	the	Company's
	reliable, accessible	to all	stakeholders,
exposure	and	prevents
	guarantees anonymity and protection of the
recurrence"
			whistleblower? Yes/No
			iii) Is the Audit committee provided with the	The Audit Committee is provided with reported
				following reports on a periodic basis?	cases, process and results of investigated cases.
				a)	Reported cases
				b) Process and results of Investigated cases

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018