NEM INSURANCE : NEM INSURANCE PLC 2021 - 2021 NCCG REPORT - FRC REPORTING TEMPLATE

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			NEM INSURANCE PLC
ii.		Date of Incorporation			2ND April, 1970
iii.		RC Number			RC: 6971
iv.		License Number			RIC028
v.		Company Physical Address		199, IKORODU ROAD, OBANIKORO,
						LAGOS.
vi.		Company Website Address		www.nem-insurance.com
vii.		Financial Year End			31st December, 2021
viii.		Is the Company a part of a Group/Holding Company?	Yes
		Yes/No			NEM Insurance Plc.
		If yes, please state the name of the Group/Holding
		Company
ix.		Name and Address of Company Secretary		Olajumoke Philip Akede
						199, Ikorodu Road, Obanikoro, Lagos.
x.		Name and Address of External Auditor(s)		BDO Professional Services
						Adol House, 15 CIPM Avenue, CBD, Alausa
xi.		Name and Address of Registrar(s)		Apel Capital Registrars
						8, Alhaji Bashorun street, off Norman Williams
						Crescent, South West Ikoyi, Lagos.
xii.		Investor Relations Contact Person		Olajumoke Philip-Akede
		(E-mail and Phone No.)			[e-mail]
xiii.		Name of the Governance Evaluation Consultant		NEW VERSION CONSULTANTS LTD
xiv.		Name of the Board Evaluation Consultant		NEW VERSION CONSULTANTS 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/
				ED)			Elected
1			DR FIDELIS AYEBAE	CHAIRMAN	MALE	17/05/2016	SATISFACTORY
2			MR TOPE SMART	GMD/CEO	MALE	01/04/2007	SATISFACTORY
3			MRS YINKA ALETOR	NED	FEMALE		SATISFACTORY
4			MR KELECHI OKORO	NED	MALE	30/07/2019	SATISFACTORY
5			MR PAPA NDIAYE	NED	MALE	30/07/2019	SATISFACTORY
6			CHIEF EDE DAFINONE	NED	MALE	27/10/2016	SATISFACTORY
7			MRS JOY TELUWO	NED	FEMALE	14/03/2017	SATISFACTORY
8			ALHAJI AHMED YAKASSAI	INED	MALE	17/05/2016	SATISFACTORY
9			MR ANDREW IKEKHUA	ED	MALE	01/01/2018	SATISFACTORY
10			MR SUNDAY ADEBAYO	ED	MALE	01/12/2021	SATISFACTORY
11			MR MOMOH ODAMAH	ED	MALE	01/12/2021	SATISFACTORY

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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.	DR FIDELIS AYEBAE	5	5	NONE	NONE	NONE	NONE
2.	MR. TOPE SMART	5	5	2	MEMBER	12	12
3.	MRS. YINKA ALETOR	5	5	4	CHAIRMAN (1)	16	16
			MEMBER (3)
4	MRS JOY TELUWO	5	5	3	MEMBER	5	5
5.	ALHAJI AHMED I YAKASAI	5	5	3	MEMBER	11	11
6.	CHIEF EDE DAFINONE	5	5	2	CHAIRMAN (1)	5	5
			MEMBER (1)
7.	MR PAPA NDIAYE	5	5	1	CHAIRMAN	3	3
8.	MR. KELECHI OKOR0	5	5	3	CHAIRMAN (1)	16	16
					MEMBER (2)
9.	MR. ANDREW IKEKHUA	5	5	2	MEMBER	8	8
10.	MR. SUNDAY ADEBAYO	5	1	NONE	NONE	NONE	NONE
11.	MR MOMOH ODAMAH	5	1	NONE	NONE	NONE	NONE

Note: Mr. Sunday Adebayo and Mr. Momoh Odamah were appointed on the 1st of December 2021, therefore they

attended only one board meeting. In addition, they shall be appointed to board committees in 2022.

Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.	Names	Position Held	Gender
1.	Mr. Tope Smart	Group Managing Director/CEO	Male
2.	Mr. Andrew Ikekhua	Executive Director (Marketing)	Male
3.	Mr. Sunday Adebayo	Executive Director (Technical)	Male
4.	Mr. Momoh Odamah	Executive Director (Branch Operations & Special Accounts)	Male
5.	Mr. Idowu Semowo	General Manager (Finance & Investment)	Male
6.	Mrs Mojisola Teluwo	Deputy General Manager (Corporate Services)	Female
7.	Mr. Yemi Mayadenu	Deputy General Manager (Strategy and System)	Male
8.	Mr. George Emefiele	Deputy General Manager (Marketing)	Male
9.	Mr. Kayode Arimoro	Assistant General Manager (Warri Branch)	Male
10.	Mrs. Moyo Okeremi	Assistant General Manager (Marketing)	Male
11.	Mr. James Onorienbohwo	Assistant General Manager (Head Internal Audit)	Male
12.	Mr. Michael Giwa	Assistant General Manager (Garki Branch)	Male
13.	Mrs. Olajumoke Philip-Akede	Company Secretary/Legal Adviser	Female
14.	Ms. Olayinka Ojikutu	Group Head (Human Resources)	Female

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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, and it was last reviewed in June 2021.
"A	successful	Company	is	which sets out its responsibilities and terms of
reference? Yes/No	The terms of the Board Charter were strictly
headed	by	an	effective
If yes, when was it last reviewed?
Board which is responsible for	adhered to throughout the year and it was reviewed
providing		entrepreneurial		in June 2021.
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	See attached appendix A
and Composition				of the directors?
"The effective discharge	of
ii) Does the company have a Board-approved	Yes, the company has continued to improve on its
the	responsibilities	of		the	diversity policy? Yes/No	diversity targets.
Board and its committees is	If yes, to what extent have the diversity targets
assured by an appropriate	been achieved?
balance of skills and diversity
iii) Are there directors holding concurrent	NO, there are no directors holding concurrent
(including	experience	and
gender)				without	directorships? Yes/No	directorships.
compromising	competence,	If yes, state names of the directors and the
independence and integrity "	companies?
								iv) Is the MD/CEO or an Executive Director a	NO, The GMD and EDs are not chairs of any
								committees.
								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/ chair of any
"The Chairman is responsible	the Board Committees? Yes/no
If yes, list them.	committee.
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 chairman did not attend any committee
the	constructive participation	under review?	meetings during the period under review.
of all Directors to facilitate
effective		direction	of		the
		iii) Is the Chairman an INED or a NED?
Board"
							The Chairman is a NED
								iv) Is the Chairman a former MD/CEO or ED of
								the Company? Yes/No	NO, the chairman is not a former MD/CEO or the
								If yes, when did his/her tenure as MD end?
									ED of the Company.
								v) When was he/she appointed as Chairman?	17/05/2016
								vi) Are the roles and responsibilities of the	YES, they are clearly defined.
								Chairman clearly defined? Yes/No
								If yes, specify which document

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

	Principles					Reporting Questions	Explanation on application or deviation
Principle	4:	Managing	i)	Does the MD/CEO have a contract of	YES
Director/	Chief	Executive			employment which sets out his authority	The MD/CEO have a contract of employment which
Officer							and relationship with the Board? Yes/No	sets out his authority and relationship with the Board
"The		Managing			If no, in which documents is it specified?
Director/Chief	Executive	ii) Does the MD/CEO declare any conflict of	YES
Officer is the head of			interest on appointment, annually,	The MD/CEO declare any conflict of interest on
management delegated	by			thereafter and as they occur? Yes/No	appointment, annually, thereafter and as they occur
the Board to run the affairs of
iii) Which of the Board Committee meetings	Finance, General Purpose and Investment
the Company to achieve its
strategic	objectives	for			did the MD/CEO attend during the period	Committee
sustainable	corporate			under review?	Strategy and Corporate Development
performance"
			iv)		Is the MD/CEO serving as NED in any other	YES, the GMD is serving as NED in another
								company? Yes/no.	company.
								If yes, please state the company(ies)?
									NEM ASSET MANAGEMENT COMPANY
						v) Is the membership of the MD/CEO in these	YES, the membership of the MD/CEO in these
								companies in line with the Board-approved	companies in line with the Board-approved policies.
								policies? Yes/No
Principle	5:	Executive	i)		Do the EDs have contracts of employment?	YES, the EDs have contracts of employment
Directors							Yes/no
Executive	Directors	support
ii) If yes, do the contracts of employment set out	YES, the contracts of employment set out the roles and
the Managing Director/Chief			the roles and responsibilities of the EDs?	responsibilities of the EDs
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? Yes/No	YES, the EDs declare any conflict of intereston
									appointment, annually, thereafter, and
									as they occur
						iv) Are there EDs serving as NEDs in any other	YES, there is an ED serving as NEDs in another
								company? Yes/No	company
								If yes, please list	NEM ASSET MANAGEMENT COMPANY
						v) Are their memberships in these companies	YES, his membership in this company is ni
								in line with Board-approved policy? Yes/No	line with Board-approved policy
Principle 6: Non-Executive	i)	Are the roles and responsibilities of the NEDs	Yes, the roles and responsibilities of the NEDs
Directors							clearly defined and documented? Yes/No	are clearly defined and documented.
Non-Executive Directors bring			If yes, where are these documented?	They are documented in the Board Charter.
to	bear	their	knowledge,	ii) Do the NEDs have letters of appointment	Yes, the NEDs have letters of appointment specifying
expertise	and independent			specifying their duties, liabilities and terms of	their duties, liabilities and terms of engagement.
judgment on issues of strategy			engagement? Yes/No
and	performance	on	the
iii) Do the NEDs declare any conflict of intereston	YES, the NEDs declare any conflict of intereston
Board
								appointment, annually, thereafter andas	appointment, annually, thereafter and asthey occur.
								they occur? Yes/No
						iv)	Are NEDs provided with information relating	YES, NEDs are provided with information relating to the
								to the management of the company and	management of the company and on all Board
								on all Board matters? Yes/No	matters.
								If yes, when is the information provided to	The information is provided prior to the next board and
								the NEDs	committee meetings.
						v)	What is the process of ensuring	In order to carry out their oversight functions,
								completeness and adequacy of the	information relating to the management of the
								information provided?	company and all Board matters are discussed at the
									subsequent board meetings to ensure completeness
									and adequacy of information given.
						vi)	Do NEDs have unfettered access to the EDs,	YES, the NEDs have unfettered access to the
								Company Secretary and the Internal	EDs,Company Secretary and the
								Auditor? Yes/No	Internal Auditor
Principle 7: Independent Non-	i) Do the INEDs meet the independencecriteria	YES, the INEDs meet the independence criteria
Executive Directors					prescribed under Section 7.2 of the Code?	prescribed under section 7.2 of the code.
								Yes/No

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018