MTN NIGERIA COMMUNICATIONS : NCCG REPORT

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

S/N.	Names of Board Members	Designation (Chairman, MD, INED, NED, ED)	Gender	Date First Appointed/ Elected
1.	Chairman (INED)	Male
INED	Male
		INED	Male
INED	Male
NED	Male
MD/CEO	Male
ED/CFO	Male
NED	Female
NED	Male
		NED	Male
		NED	Male
NED	Female
NED	Male
NED	Female
NED	Male

PrinciplesPart A - Board of Directors and Officers of the BoardPrinciple 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?

Principle 2: Board Structure and Composition

i) What are the qualifications and experiences of the directors?

"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 " ii)

Reporting Questions

Does the company have a Board-approved diversity policy? Yes/No

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

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

If yes, state names of the directors and the companies.

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 Committees? Yes/no
"The Chairman is responsible
If yes, list them.
for providing overall
leadership of the Company	ii)	At which Committee meeting(s) was the
and the Board, and eliciting	Chairman in attendance during the period
the constructive participation	under review?
of all Directors to facilitate
effective direction of the
Board"	iii)	Is the Chairman an INED or a NED?

Explanation on application or deviationDirectors of the Company are seasoned professionals. They possess the appropriate balance of skills and diversity of experience to oversee, monitor, direct and control the Company's business. Members of the Board have experience in various fields including telecommunications engineering, Digital electronics, international finance, accounting, risk management, law, taxation, electronic and electrical, insurance, banking and management among others.

No. Neither the MD/CEO nor the CFO chair any Board Committee.

The MD/ CEO and CFO however serve as members of some Board Committees.

No. The Chairman is not a member of any Board Committee.

NoneThe Chairman is an INED.

• 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

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

• vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No

  If yes, specify which document

The Chairman was appointed on 2 September 2019.

Principles	Reporting Questions	Explanation on application or deviation
Principle Director/ Officer 4: Chief Managing 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. The MD/CEO has a contract which sets out his duties. His roles and responsibilities are also set out in the Board Charter.
ii)Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes. Generally, a director is required to disclose conflict of interests on appointment or thereafter when one arises. This also applies to the MD/CEO. Conflict of interest disclosure is also a standing agenda item for all meetings. In addition, as an employee, the MD/CEO is required to submit an annual conflict of interest declaration.
iii)Which of the Board Committee meetings did the MD/CEO attend during the period under review?	The CEO attended meetings of Board Committees where he is a member or on invitation. This is reflected in the record of attendance at meetings.
iv)Is the MD/CEO serving as NED in any other company? Yes/no. If yes, please state the company(ies)	Yes The MD/CEO is a NED in the following companies: Non-Executive Director, T.R Cameron Limited, Nigeria; Non-Executive Director Cameron Hotels Limited, Nigeria; Non-Executive Director, UAC Nigeria PLC; Non-Executive Director, Nigerian Economic Summit Group (NESG),
v)Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No	Yes. His memberships in these companies are in line with Board-approved policy.
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	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. The roles and responsibilities of the EDs are set out in their letters of appointment as well as the Board Charter.
iii)Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	The EDs declare any conflict of interest on appointment and on a biannual basis or when one arises. Conflict of interest is also a standing item on meeting agendas. As employees, they are also required to submit an annual conflict of interest declaration.
iv)Are there EDs serving as NEDs in any other company? Yes/No If yes, please list	Yes. Details of other Directorships are reflected in their profiles.
v)Are their memberships in these companies in line with Board-approved policy? Yes/No	Yes. The membership in these companies is in line with the Board approved policy.
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. These are documented in the Appointment letter, Board Appointment and Succession Policy as well as the Board Charter.
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, they do. Biannually and as they arise. Conflict of interest disclosure is a standing item on all meeting agendas.
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. The information is provided to the NEDs at least 10 days to scheduled Board meetings. When deemed necessary, matters of business exigency are also brought to the attention of the Board.
Principles	Reporting Questions	Explanation on application or deviation
v)What is theprocess ofcompleteness and information provided? adequacyensuring of the	The CEO takes responsibility for all information provided to the Board. Updates are provided to matters arising from previous meetings.
vi)Do NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor? Yes/No	Yes
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
ii)Are there any exceptions?	No. There are no exceptions.
iii)What is the process of selecting INEDs?	The Nomination and Governance Committee supports the Board in identifying a pool of potential candidates; ensures that they meet the independence requirements as well as are assessed to be fit and proper persons. A screening exercise is conducted and thereafter successful candidates are recommended to the Board. The directors appointed are presented to the General Meeting for election with adequate information to enable shareholders make an informed decision.
iv)Do the INEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No	Yes
v)Do the INEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes. This is a standing agenda item at all meetings. It is expected that as INEDs they should minimise relationships that fetter their independence.
vi)Does the Board ascertain and confirm the independence of the INEDs? Yes/No If yes, how often? What is the process?	Yes This is done annually. The Board has approved guidelines for determining the independence of INEDs that align with the provisions of the NCCG. In addition, during the Board performance evaluation, the INEDs' independence is assessed.
vii) Is the INED a Shareholder of the Company? Yes/No If yes, what is the percentage shareholding?	Yes. Dr. Ernest Ndukwe OFR holds 0.00% shares in the Company. Other INEDs do not have 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.
ix)What are the remuneration? componentsofINEDs	Appointment fees, sitting allowance.
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?	In house
ii) What is the qualification and experience of the Company Secretary?	LLB; BL Fellow, Institute of Chartered Secretaries and Administrators of Nigeria. Certified Ethics Officer Over 30 years' experience across sectors including telecommunications and financial services. Involved in the development of corporate governance codes across sectors.
iii) Where the Company Secretary is an employee of the Company, is the person a member of senior management?	Yes
Principles	Reporting Questions	Explanation on application or deviation
iv) Who does the Company Secretary report to?	The Company Secretary reports to the Board through the Chairman; and to the MD/CEO on Administrative matters.
v) What is the appointment and removal process of the Company Secretary?	The appointment and removal process of the Company Secretary is as set out in the Companies and Allied Matters Act 2020.
vi) Who undertakes and approves the performance appraisal of the Company Secretary?	The Board and the CEO. The appraisal of the Company Secretary also forms part of the Board Performance Evaluation.
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?	Yes. This is documented in the Board Charter.
ii) Who bears the cost for the independent professional advice?	The Company bears the cost for the independent advice.
iii) During the period under review, did theDirectors obtain any professional advice? Yes/No If yes, provide details. independent
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?	Minutes are circulated to Board members via email and/or Diligent Portal. The minutes are subsequently reviewed and approved at Board meetings.
ii) What are the timelines for sending the minutes to Directors?	Minutes are circulated two (2) weeks after each meeting.
iii) What are the implications for Directors who do not meet the Company policy on meeting attendance?	The Board takes attendance at meetings into consideration in recommending directors for election/re-election.
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,
ii) What is the process for reviewing and approving minutes of Board Committee of meetings?	Minutes are circulated to Committee members via email and/or the Diligent Portal and then reviewed and adopted at meetings.
iii) What are the timelines for sending the minutes to the directors?	The target is 2 weeks after each meeting.
iv) Who acts as Secretary to board committees?	The Company Secretary or designated officers in the Company Secretariat.
v) What Board Committees are responsible for the following matters? a) Nomination and Governance b) Remuneration c) Audit d) Risk Management	a) Nomination and Governance b) Remuneration and Human Resources c) Both Board Audit and Statutory Audit Committees d) Risk Management and Compliance
vi) What is the process of appointing the chair of each committee?	This goes through the Nomination and Governance Committee to the Board. The Chairman of the Board plays a key role in the appointment process.
Committee responsible for Nomination and Governance

Principles	Reporting Questions	Explanation on application or deviation
vii) What is the proportion of INEDs to NEDs on the Committee responsible for Nomination and Governance?	4 Members: 3 NEDs and 1 INED.
viii) Is the chairman of the Committee a NED or INED?	The Chairman of the Committee is an INED.
ix) Does the Company have a succession plan policy? Yes/No If yes, how often is it reviewed?	Yes. The Company has a Board Appointment and Succession Planning Policy which was reviewed in January 2024.
x) How often are Board and Committee charters as well as other governance policies reviewed?	Regularly at least every 2-3 years.
xi) How does the committee report on its activities to the Board?	The Chairman of the Committee presents a written report to the Board.
Committee responsible for Remuneration
xii) What is the proportion of INEDs to NEDs on the Committee responsible for Remuneration?	5 Members: 4 NEDs and 1 INED.
xiii) Is the chairman of the Committee a NED or INED?	INED
Committee responsible for Audit
xiv) Does the Company have a Board Audit Committee separate from the Statutory Audit Committee? Yes/No	Yes. The Company has a Board Audit Committee separate from the Statutory Audit Committee.
xv) Are members of the Committee responsible for Audit financially literate? Yes/No	Yes. The members of the Committee responsible for Audit are financially literate.
xvi) What are experience? theirqualificationsand	All members of the Committee are financially literate and have wide-ranging experience in accounting, risk management, innovation and strategy, business management, taxation, corporate finance and banking.
xvii) Name the financial expert(s)onthe Committee responsible for Audit	Mr. Rhidwaan Gasant Mrs. Ifueko M. Omoigui Okauru, MFR Mr. Muhammad K. Ahmad, OON Ms. Tsholofelo Molefe Mr. Ferdinand Moolman
xviii) How often does the Committee responsible for Audit review the internal auditor's reports?	The Board Audit Committee meets at least every quarter. The internal audit report is reviewed at those meetings amongst other agenda items.
xix) Does the Company have a Board approved internal control framework in place? Yes/No	Yes. There methodologyisan and approved Integrated Internal Business audit Risk methodology. Both documents are in alignment with COSO framework and other standards.
xx) How does the Board monitor compliance with the internal control framework?	Quarterly report to the Board through the Audit Committee and external quality assessment once in three years.
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. Material weaknesses and/or significant deficiencies in internal controls that are discovered during an audit are brought to the attention of the Audit Committee. Managements responses to these findings are reviewed to ensure appropriate controls have been put in place.
xxii) Is there a Board-approved policy that clearly specifies the non-audit services that the external auditor shall not provide? Yes/No	Yes.
xxiii) How many times did the Audit Committee hold discussions with the head of internal audit function and external auditors without	There were 2 closed sessions between the Head of Internal Audit and the Board Audit Committee exclusive of Management.

10