MUTUAL BENEFITS ASSURANCE : NCCG 2018 COMPLIANCE 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:

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.

1. An explanation on how you are applying the principle, or otherwise should be included as part of your response.
2. 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			Mutual Benefits Assurance Plc
ii.		Date of Incorporation			18th April 1995
iii.		RC Number			2669837
iv.		License Number			RIC 027(G)
v.		Company Physical Address		233, Ikorodu Road, Ilupeju Lagos
vi.		Company Website Address		www.mutualng.com
vii.		Financial Year End			31st December 2022
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		Jide Ibitayo
						233, Ikorodu Road Ilupeju Lagos
x.		Name and Address of External Auditor(s)		Ernst & Young, UBA House, Marina Lagos
xi.		Name and Address of Registrar(s)		Apel Capital Registrars Ltd
						8, Alhaji Bashorun St, Off Norman Williams
						Crescent SW Ikoyi Lagos
xii.		Investor Relations Contact Person		Jide Ibitayo
		(E-mail and Phone No.)			[e-mail]
				08056681367
xiii.		Name of the Governance Evaluation Consultant		Nextzon Business Services Ltd
xiv.		Name of the Board Evaluation Consultant		Nextzon Business Services Ltd
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.			Dr Akin Ogunbiyi	Chairman	Male		30/06/2016
2.			Mr Olufemi Asenuga	MD	Male		22/12/2019
3.			Mr Biyi Ashiru-Mobolaji	ED	Male		01/04/2017
4.			Ms Kadaria Ahmed	INED	Female		04/10/2016
5.			Dr Eze Ebube	NED	Male		19/12/2011
6.			Prof Patrick Utomi	NED	Male		04/12/2008
7.			Mr Akinboye Oyewumi	NED	Male		01/01/2016
8.			Mr Adesoye Olatunji	NED	Male		01/01/2015
9.			Mr Abidemi Sonoiki	INED	Male		01/01/2021
10.		Mrs. Temilade Durojaiye	INED	Female		29/04/2022	Deceased
								17/8/2022
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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	No. of	Membership of Board	Designation	Number of	Number of
		Board	Board	Committees	(Member or	Committee	Committee
		Meetings	Meetings		Chairman)	Meetings	Meetings
		Held in	Attended			Held in the	Attended in
		the	in the			Reporting	the
		Reporting	Reporting			Year	Reporting
		Year	Year				Year
1.	Dr Akin Ogunbiyi	4	4	Nil	Chairman
2.	Mr Olufemi Asenuga	4	4
				Finance, Investment & Strategy	Member	5	4
				Committee
3.	Mr Biyi Ashiru-Mobolaji	4	4
				Finance, Investment & Strategy	Member	5	5
				Committee
4.	Mr Abidemi Sonoiki	4	4
				Finance, Investment & Strategy	Chairman	5	5
				Committee
				Board Audit & Risk Management	Member	3	3
				Committee
5.	Ms Kadaria Ahmed	4	3
				Governance & Personnel	Member	3	2
				Committee
				Board Audit & Risk Management	Member	3	2
				Committee
6.	Dr Eze Ebube	4	4
				Governance & Personnel	Member	3	3
				Committee
				Board Audit & Risk Management	Member	3	3
				Committee
				Statutory Audit Committee	Member	4	3
7.	Prof Pat Utomi	4	3
				Board Audit & Risk Management	Chairman	3	1
				Committee
				Statutory Audit Committee	Member	4	3
8.	Mr Akinboye Oyewumi	4	4
				Governance & Personnel	Chairman	3	3
				Committee
				Finance, Investment & Strategy	Member	5	5
				Committee
9.	Mr Adesoye Olatunji	4	4
				Finance, Investment & Strategy	Member	5	5
				Committee
				Board Audit & Risk Management	Member	3	3
				Committee
10	Mrs. Temilade Durojaiye	4	1
				Statutory Audit Committee	Chairman until	4	3
					17/8/22
				Finance, Investment & Strategy	Member	5	1
				Committee

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Audit and Risk Management

Member

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Section D - Details of Senior Management of the Company
1.	Senior Management:
S/No.		Names	Position Held	Gender
1.		Olufemi Asenuga	MD/CEO	Male
2.		Biyi Ashiru-Mobolaji	ED	Male
3.		Jide Ibitayo	Company Secretary/Legal Adviser	Male
4.		Abayomi Ogunwo	Chief Finance Officer	Male
5.		Joseph Oladokun	Head, Technical Operations	Male
6.		Abike Wessey	Head, Human Resources & Admin	Female
7.		Lanre Hassan	Head, Corporate Marketing	Male
8.		Titilayo Akinsiku	Head, Underwriting	Female
9.		Emmanuel Ormane	Head, Risk Management	Male
10.		Folasade Oke	Head, Lagos Business District	Female
11.		Jide Affinnih	Head, Internal Audit	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, there is a Board Charter. The Charter was
"A	successful	Company is	which sets out its responsibilities and terms of	last reviewed in 2021.
headed	by	an	effective	reference? Yes/No
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
Principle	2:	Board	Structure	i) What are the qualifications and experiences	All the directors are educated to degree level
and Composition			of the directors?		and they bring to the Board diverse
"The	effective	discharge of
				experiences gained from different sectors of
the	responsibilities	of	the
				the economy
Board and its committees is
assured by	an appropriate
ii) Does the company have a Board-approved	There is a diversity policy in place. The Board
balance of skills and diversity
diversity policy? Yes/No		has not met its target for gender diversity
(including		experience	and
	If yes, to what extent have the diversity targets
gender)				without	been achieved?
compromising	competence,
independence and integrity "	iii) Are	there	directors	holding concurrent	Mr. Olufemi Asenuga, Mr. Biyi Ashiru- Mobolaji
							directorships? Yes/No		& Mr. Adesoye Olatunji are directors of Mutual
							If yes, state names of the directors and the
							companies?			Benefits Life Assurance Ltd
											Mr. Adesoye Olatunji, Mr. Abidemi Sonoiki &
											Mr. Olufemi Asenuga are directors of Mutual
											Benefits Microfinance Bank Ltd
							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	No
"The Chairman is responsible	the Board Committees? Yes/no
If yes, list them.
for	providing	overall
leadership	of the Company	ii) At	which	Committee	meeting(s) was the	None
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
iii) Is the Chairman an INED or a NED?	NED
Board"
							iv) Is the Chairman a former MD/CEO or ED of	Yes
							the Company? Yes/No		June 2016
							If yes, when did his/her tenure as MD end?
							v) When was he/she appointed as Chairman?	July 2016
							vi) Are t h e r o l e s a n d responsibilities of the	Yes. They are clearly defined in the Governance
							Chairman clearly defined? Yes/No	Framework of the company
							If yes, specify which document

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018