NEIMETH INTERNATIONAL PHARMACEUTICALS : NCCG REPORT FOR 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 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:

• 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	Neimeth International Pharmaceuticals Plc.
ii.	Date of Incorporation	13th August 1957
iii.	RC Number	1557
iv.	License Number	FRC/2015/00000006315
v.	Company Physical Address	16, Billings Way (Akanni Doherty Layout), Oregun Industrial Estate, Oregun, Lagos.
vi.	Company Website Address	www.neimethplc.com.ng
vii.	Financial Year End	31st December 2023
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 Ag. Company Secretary	Chinenye S. Adekanmbi. 16, Billings Way (Akanni Doherty Layout), Oregun Industrial Estate, Oregun, Lagos.
x.	Name and Address of External Auditor(s)	BDO Professional Services (Chartered Accountants), ADOL House, 15, CIPM Avenue, Alausa - Ikeja, Lagos.
xi.	Name and Address of Registrar(s)	Meristem Registrars and Probate Services Limited. 213, Herbert Macaulay Way, Adekunle, Yaba, Lagos State
xii.	Investor Relations Contact Person (E-mail and Phone No.)	[e-mail] [phone]
xiii.	Name of the Governance Evaluation Consultant
xiv.	Name of the Board Evaluation Consultant	Planet Governance Advisory Limited

, 15, CIPM Avenue,

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. A. B. C. ORJIAKO	CHAIRMAN	MALE	1ST FEB. 2005
2.	PHARM.VALENTINE C. OKELU	ED - MD/CEO	MALE	16TH AUG. 2023
3.	PHARM. ROSELINE A. OPUTA	ED	FEMALE	20TH OCT. 2017
4.	MRS. FLORENCE I. ONYENEKWE	ED	1ST JUNE 2023
5.	MAZI SAMUEL I. OHUABUNWA	NED	MALE	1997	He is the founding MD/CEO. He became a NED in 2011.
6.	DR. ATINUKE R. UWAJEH	NED	FEMALE	27TH APRIL 2023
7.	PROF. MAURICE M. IWU	NED	MALE	20TH DEC. 2011
8.	SIR IKE. T. ONYECHI	NED	MALE	20TH DEC. 2011
9.	MR. THOMAS T. OSOBU	NED	MALE	20TH DEC. 2011
10.	DR. OLUSEGUN AKANJI	NED	MALE	27TH APRIL 2023
11.	MR. CHRISTOPHER OSHIAFI	NED	MALE	26TH OCT. 2023

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.	DR. A. B. C. ORJIAKO	10	10	NIL	---	---	---
2.	PHARM. VALENTINE C. OKELU	10	2 Assumed duty 16/08/2023	NIL	---	---
3.	PHARM. ROSELINE A. OPUTA	10	10	NIL	---	---	---
4.	MRS. FLORENCE I. ONYENEKWE	10	10	Risk/Health/Quali ty Assurance	Member	3	2
5.	DR. ATINUKE U. R. UWAJEH	10	5 Appointed 27/04/2023	Risk/Health/Quali ty Assurance	Member	3	2
Innovation & Strategy	Member	4	3
Finance & Budget	Member	8	4
6.	MAZI SAMUEL I. OHUABUNWA	10	10	Establishment /Remuneration	Chairman	6	6
Risk/Health/Quali ty Assurance	Member	3	2
Innovation & Strategy	Member	4	4
Finance & Budget	Member	8	4
67	PROF. MAURICE M. IWU	10	10	Innovation & Strategy	Chairman	4	4
Corporate Governance & Compliance	Member	4	4
Risk/Health/Quali ty Assurance	3	2
8.	DR. OLUSEGUN AKANJI	10	4 Appointed 27/04/2023	Corporate Governance & Compliance	Member	4	4
Finance & Budget	Chairman	8	4
Establishment /Remuneration	Member	6	6
9.	MR. THOMAS T. OSOBU	10	10	Corporate Governance & Compliance	Chairman	4	4
Finance & Budget	Member	6	6
Establishment /Remuneration	Member	6	6
Innovation & Strategy	Member	4	4
Statutory Audit Committee	Member	6	6
10.	SIR IKECHUKWU T. ONYECHI	10	10	Risk/Health/Quali ty Assurance	Chairman	3	2
Finance & Budget	Member	6	6
Innovation & Strategy	Member	4	4
11.	MR. CHRISTOPHER OSHIAFI	10	1 Appointed 26/10/2023

Note: The above list contains only names of directors as at 31st December 2023.

Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.	Names	Position Held	Gender
1.	PHARM. VALENTINE C. OKELU	MD/CEO	MALE
2.	PHARM. ROSELINE A. OPUTA	EXECUTIVE DIRECTOR, ADMINISTRATION	FEMALE
3.	MRS. FLORENCE I. ONYENEKWE	AG. EXECUTIVE DIRECTOR, FINANCE	FEMALE
4.	MR. ADEKUNLE A. ADEBOWALE	DIRECTOR, PLANT BUSINESS OPERATIONS	MALE
5.	MRS. NGOZI E. KAURA	HEAD OF INTERNAL AUDIT	FEMALE
6.	MRS. CHINENYE S. ADEKANMBI	AG. COMPANY SECRETARY/HEAD OF COMPLIANCE	FEMALE
7.	MR. UDORA I. NNOLI	HEAD OF LEGAL	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. It was last reviewed in 2022.
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 andintegrity "	i) What are the qualifications and experiences of the directors?	The Company's directors are qualified professionals with vast experience in fields ranging from Pharmacy, Manufacturing, Banking, Business Administration, Medicine, Finance, Leadership and others.
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 has an approved Diversity Policy. By virtue of the Policy, the Company targets the promotion of diversity and equality on its Board, irrespective of gender, age, disability, ethnicity, religion/belief, marital status and background. It goes further to strive for representation of at least 30% of either male or female gender on the Board. These aspirations have been largely met as the Board currently has 27% female representation on the Board with 3 Female Directors out of 11 Directors.
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. Neither the MD/CEO nor an Executive Director chairs any Board Committee

Yes. The Board has an approved Diversity Policy. By virtue of the and equality on its Board, irrespective of gender, age, disability, ethnicity, religion/belief, marital status and background. It goes further to strive for representation of at least 30% of either male or been largely % female representation on the

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 of the Board is neither a member nor chair of any Board Committee.
ii) At which Committee meeting(s) was the Chairman in attendance during the period under review?	None
iii) Is the Chairman an INED or a NED?	The Chairman is a 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 has never been in the employment of the Company.
v) When was he/she appointed as Chairman?	The Chairman of the Board was appointed on the 1st of February, 2005.
vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No If yes, specify which document	Yes. The roles and responsibilities of the Chairman are specified in the Board Charter.
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 itspecified?	Yes. The MD/CEO's authority and relationship with the Board is contained in his Letter of Employment and Board Charter.
ii) Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes. The Company's Policy provides for annual declaration. Declarations are usually made thereafter at Board and Board Committee meetings.
iii) Which of the Board Committee meetings did the MD/CEO attend during the period under review?	Risk, Health & Quality Assurance Committee Corporate Governance & Compliance Committee Finance & Budget Committee Innovation & Strategy Committee Remuneration & Establishment 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 a Board member of any publicly quoted company.
v) Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No	No. If there was any such membership, it would be in line with the relevant board approved policies.
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. They have binding Letters of Employment that contain terms and conditions of employment.
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?	The Letters of Employment contain some of the job responsibilities of the EDs. However, the roles and responsibilities of the EDs are extensively specified in the Board Charter.
iii) Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes. The Company's Conflict of Interest Policy provides for disclosure of any conflict of interest during the appointment process, annually and on an on-going basis.
iv) Are there EDs serving as NEDs in any other company? Yes/No If yes, please list	No.
v)Are their memberships in these companies in line with Board-approved policy? Yes/No	No. If there was any such membership, it would be in line with the relevant board approved policies.
Principle Directors 6:Non-Executive Non-Executive Directors bring to bear their knowledge, expertise and independent judgment on issues of strategy	i) Are the roles and responsibilities of the NEDs clearly defined and documented? Yes/No If yes, where are these documented?	Yes. Roles and responsibilities of NEDs are defined in the Board Charter.
ii) Do the NEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No	Yes, NEDs have Letters of Appointment that state some of their duties. However, a more robust provision is contained in the Board Charter.

and Boardperformanceon

the iii) Do the NEDs declare any conflict of interest Yes. Any conflict of interest is declared on an ongoing basis as they occur.

Principle 7: Independent Non-Executive Directors

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

• v) What is the process of ensuring completeness and adequacy of the information provided?

• vi) Do NEDs have unfettered access to the EDs,

  Company Secretary and the Internal Auditor? Yes/No

i) Do the INEDs meet the independence criteria prescribed under Section 7.2 of the Code?

Yes/No

Independent Non-Executive

ii)

Directors bring a high degreeof objectivity to the Board for iii)

sustaining stakeholder trust

and confidence"

Are there any exceptions?

What is the process of selecting INEDs?

• iv) Do the INEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No

• v) Do the INEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

• vi) Does the Board ascertain and confirm the independence of the INEDs? Yes/No

  If yes, how often?

  What is the process?

• vii) Is the INED a Shareholder of the Company?

  Yes/No

  If yes, what is the percentage shareholding?

viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding? Yes/No

If yes, provide details.

Principle Secretary

8:

Company i) Is the Company Secretary in-house or outsourced?

"The Company Secretary support the effectiveness of the Board by assisting the Board and management to

Yes. Relevant information is provided to the NEDs through Management reports and Board & Board Committee papers circulated prior to meetings. Salient information is also provided upon request and on a need-to-know basis.

The process of ensuring completeness and adequacy of information provided is through feedback from Board members on board and board Committee papers circulated.

Yes. However, the INED on the Board resigned in the course of the year under review and plans are ongoing to fill the vacancy.

A summary of the process as contained in the Company's Policy on Appointment of Directors is sated below (The process is independent of the Company's Management):

•  Recommendations are made to the Board Nomination Committee when there is a vacancy.

•  The Board shall satisfy itself that the nominee has the required qualifications and fulfils the specified regulatory conditions.

•  Background check/screening of CV of a nominee is carried out as deemed fit to ensure appropriate balance of skills, experience & knowledge.

•  A chat shall be conducted with the nominee by the Chairman and other members of the Board if need be.

•  Appointment of a successful candidate shall be approved at the meeting of shareholders.

Yes, INEDs have letters of appointment, but detailed provision of their duties, liabilities and terms of Engagement are contained in the Board Charter.

Yes. The Company's Conflict of Interest Policy makes provision for the INED to declare any Conflict of Interest annually and on an ongoing basis.

Yes. The Company's Board Charter makes provision for the independence of Directors to be assessed annually. The process is via personal declaration.

No. The INED was not a shareholder of the Company.

No. The INED's only relationship with the Company was as an Independent Non-Executive Director.

The INED's remuneration is composed of directors' fees approved at the AGM and sitting allowances for participating in Board and Board Committee meetings.

LLB, BL. ACIS. She possesses the relevant qualification and experience necessary to effectively discharge the duties of her office.

She has over 17 years of relevant experience.

Yes, they do.

No.

In-house.

develop good corporate governance practices and culture within the Company"

Principle 9: Access Independent Advice

"Directors are sometimes required to make decisions of a technical and complex nature that may require

independentexpertise"

to

external

Principle 10: Meetings of the Board

"Meetings are the principal vehicle for conducting thebusiness of the Board and successfully fulfilling the strategic objectives of the

iii) Where the Company Secretary is an Yes.

employee of the Company, is the person a member of senior management?

• iv) Who does the Company Secretary report to?

  The Company Secretary reports to the MD/CEO with direct channel of communication to the Chairman of the Board.

• v) What is the appointment and removal process of the Company Secretary?

The appointment and removal of the Company Secretary is subject to relevant policies and the approval of the Board.

vi)Who undertakes and approves the performance appraisal of the Company Secretary?

The MD/CEO undertakes and approves the performance appraisal of the Company Secretary with the approval of the Board through the relevant Board Committee.

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 contained in the Board Charter.

ii) Who bears the cost for the independent professional advice?

iii) During the period under review, did the

Directors obtain any independent professional advice? Yes/No

If yes, provide details.

The Company is solely responsible for the cost of the Independent Professional advice.

No.

i) What is the process for reviewing and approving minutes of Board meetings?

• ii) What are the timelines for sending the minutes to Directors?

  •  Draft minutes of previous meetings are circulated to members of the Board ahead of meetings.

  •  Minutes are reviewed at meetings and approved/adopted accordingly by Directors.

  Minutes of meeting are circulated at least one week ahead of any Board meeting.

  Company"

• iii) What are the implications for Directors who do not meet the Company policy on meeting attendance?

The Board Charter specifies that Board members shall strive to attend all Board meetings. The attendance record of Directors will be a factor to consider during 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

• ii) What is the process for reviewing and approving minutes of Board Committee of meetings?

  No. The Committees have terms of reference, but the Committee Charters are work in progress.

  Minutes of meeting are to be circulated at least one week ahead of meetings.

  •  Draft minutes of previous meetings are circulated to members ahead of meetings.

  •  Minutes are reviewed at meetings and approved/adopted accordingly

  The Company Secretary/Asst. Company Secretary serves as Secretary to the Board Committees.

  The chair of each Committee is appointed by the Chairman of the Board.

  • a. Corporate Governance & Compliance Committee handles governance matters, but there is an Executive Search Committee of the Board that handles nomination matters as the need arises.

  • b. Remuneration & Establishment Committee

  • c. Finance & Budget Committee

  • d. Risk/Health /Quality Assurance Committee

  Committee responsible for Nomination and Governance

  vii) What is the proportion of INEDs to NEDs on the The Committee is currently made up of NEDs following the resignation of the INED in the course of the year under review.

  Committee responsible for Nomination and Governance?

  viii) Is the chairman of the Committee a NED or

  INED?

  The Chairman of the Committee is a NED

ix) Does the Company have a succession plan policy? Yes/No If yes, how often is it reviewed?	Yes. The Policy is reviewed periodically.
x) How often are Board and Committee charters as well as other governance policies reviewed?	The Board Charter and other governance policies are reviewed periodically.
xi) How does the committee report on its activities to the Board?	The Committee reports on its activities through a formal report presented to the Board.
Committee responsible for Remuneration
xii) What is the proportion of INEDs to NEDs on the Committee responsible for Remuneration?	The Committee is currently made up of NEDs following the resignation of the INED in the course of the year under review.
xiii) Is the chairman of the Committee a NED or INED?	The Chairman of the Committee is a NED.
Committee responsible for Audit
xiv) Does the Company have a Board Audit Committee separate from the Statutory Audit Committee? Yes/No	Yes. The Committee is referred to as the Board Finance & Budget Committee.
xv) Are members of the Committee responsible for Audit financially literate? Yes/No	Yes.
xvi) What are experience? theirqualificationsand	Members of the Committee are well experienced and knowledgeable in financial matters.
xvii) Name the financial expert(s) on the Committee responsible for Audit	Dr. Olusegun Akanji, Chairman of the Committee.

Principles	Reporting Questions	Explanation on application or deviation
xviii) How often does the Committee responsible for Audit review the internal auditor's reports?	At least once every quarter. The Internal Auditor submits a report to the Finance & Budget Committee for review at the Committee's quarterly meetings.
xix) Does the Company have a Board approved internal control framework in place? Yes/No	Yes.
xx) How does the Board monitor compliance with the internal control framework?	Monitoring of compliance with the Internal Control framework is through the Internal Auditor's reports and Board Audit Committee's report
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 Committee reviews the External Auditors Management letter Key Audit Matters and Management's response at completion of the audit exercise and presentation of the External Audit Report to the Committee.
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 the management during the period under review?	The Audit Committee did not meet alone in the period under review with the Internal Audit function without the Management.
Committee responsible for Risk Management
xxiv) Is the Chairman of the Risk Committee a NED or an INED?	The Chairman of the Committee is a NED
xxv) Is there a Board approvedRisk Management framework? Yes/No? If yes, when was it approved?	Yes. It was approved in July 2022.
xxvi) How often does the Committee review the adequacy and effectiveness of the Risk Management Controls in place? Date of last review	Quarterly, at Committee meetings. October 2023.
xxvii) Does the Company have a Board-approved IT Data Governance Framework? Yes/No If yes, how often is it reviewed?	No. The Policy is yet to be approved. It is at the draft stage.
xxviii) How often does the Committee receive and review compliance report on the IT Data Governance Framework?	The draft Framework is yet to be approved.
xxix) Is the Chief Risk Officer (CRO) a member of Senior Management and does he have relevant experience for this role? Yes/No	Yes. The Head, Internal Audit doubles as the CRO. She is a member of Senior Management and has the relevant experience for the role.
xxx) How many meetings of the Committee did the CRO attend during the period under review?	All
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.
ii) What criteria are considered for their appointment?	A Director must:  Be a fit & proper person  Be a person of good character  Be committed and available, with enough time to devote to the job  Have the appropriate balance of skills, experience, independence and knowledge for effective discharge of his/her responsibilities.
iii) What is the Board process for ascertaining that prospective directors are fit and proper persons?	The process for ascertaining that a prospective Director is a fit and proper person is through background checks and testimonies of referees.

the audit exercise and presentation of the External Audit Report to

iv)

Is there a defined tenure for the following:

• a) The Chairman

• b) The MD/CEO

• c) INED

Yes..

• d) NED

• e) EDs

Yes.

v) Please state the tenure

By virtue of the Company's Director Tenure Policy, NEDs shall retire from the Board by their 15th anniversary of service on the Board or by their 75th birthday, whichever is earlier.

EDs are guided by the Company's Human Resources Policy on Retirement which provides for 35years of service in the employment of the Company or attainment of 60years of age, whichever is earlier.

vi) Does the Board have a process to ensure that it is refreshed periodically? Yes/No?

Yes. This is achieved by prescribing a term limit/tenure for Board members.

Principle 13: Induction and Continuing Education

i) Does the Board have a formal induction programme for new directors? Yes/No

Yes.

"A formal induction programme on joining the Board as well as regular

ii) During the period under review, were new

Directors appointed? Yes/No

If yes, provide date ofinduction.

Yes.

No formal induction programme was carried out.

training assists Directors to

effectively discharge their duties to the Company"

iii) Are Directors provided relevant training to enable them effectively discharge their duties? Yes/No

If yes, provide training details.

Yes, Directors are provided relevant trainings to improve their effectiveness.

No training was carried out during the period under review.

iv) How do you assess the training needs of

Directors?

The training needs of Directors are assessed in consultation with Board members. Recommended training topics are presented by the Company Secretariat to the Board members for approval or suggestions on areas of need.

• v) Is there a Board-approved training plan?

  Yes/No

  It is the Board's practice to approve an annual training plan, but the Company could not implement same in the outgone year.

• vi) Has it been budgeted for? Yes/No

Yes. Training plans are budgeted for.

Principle 14: Board Evaluation

i) Is there a Board-approved policy for evaluating Board performance? Yes/No

"Annual Board evaluation assesses how each Director, the committees of the Board and the Board are committed to their roles, work together and continue to contribute

ii) For the period under review, was there any

Board Evaluation exercise conducted?

Yes/No

No. There is no policy specifically tailored to evaluating Board Performance, but the Board Charter makes specific provision for conduct of the Board Performance Evaluation exercise.

No. Yet to be conducted.

effectively to the

achievement of the Company's objectives"

iii) If yes, indicate whether internal or external. Provide date of last evaluation.

Date of last external evaluation was March 2021.

iv) Has the Board Evaluation report been presented to the full Board? Yes/No

If yes, indicate date of presentation.

Evaluation for the period under review is yet to be carried out.

v) Did the Chairman discuss the evaluation report with the individual directors? Yes/No

Evaluation for the period under review is yet to be carried out

vi) Is the result of the evaluation for each Director considered in the re-election process?

Yes/No

Yes.

Principle 15: Corporate Governance Evaluation

i) For the period under review, has the Company conducted a corporate governance evaluation? Yes/No

No.

Board? Yes/Nopractices and processes areadequate and effective"

"Institutionalizing a system for evaluating the Company's corporate governance practices ensures that its governance standards,

If yes, provide date of the evaluation.

ii) Is the result of the Corporate Governance

Evaluation presented and considered by theiii) If yes, please indicate the date of last presentation.

No Corporate Governance Evaluation was carried out during the year under review.