NESTLE NIGERIA : CORPORATE GOVERNANCE REPORT 2021

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	Nestlé Nigeria Plc
ii.	Date of Incorporation	September 25, 1969
iii.	RC Number	RC 6540
iv.	License Number	-
v.	Company Physical Address	22-24 Industrial Avenue, Ilupeju, Lagos
vi.	Company Website Address	https://www.nestle-
		cwa.com/en/investors/nigeria
vii.	Financial Year End	December 31, 2021
viii.	Is the Company a part of a Group/Holding	Yes, Nestlé S.A.
	Company? Yes/No
	If yes, please state the name of the Group/Holding
	Company
ix.	Name and Address of Company Secretary	Mr. Bode Ayeku
		Nestlé Nigeria Plc, 22/24 Industrial
		Avenue, Ilupeju, Lagos
x.	Name and Address of External Auditor(s)	Ernst & Young
		10th and 13th Floor, UBA House, 57
		Marina, Lagos
xi.	Name and Address of Registrar(s)	Greenwich	Registrars	and	Data
		Solutions
		274 Murtala Muhammed	Way,
		Alagomeji, Yaba, Lagos
xii.	Investor Relations Contact Person	[e-mail]
	(E-mail and Phone No.)	01-2715700
xiii.	Name of the Governance Evaluation Consultant	Nigerian	Exchange	Group	&
		Convention on Business Integrity
xiv.	Name of the Board Evaluation Consultant	KPMG Advisory Services

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 Appointed/	Remark
		(Chairman, MD, INED, NED, ED)		Elected
1	Mr. David Ifezulike	Chairman	Male	22 December, 2000	Nigerian
2	Mr. Wassim Elhusseini	MD	Male	1 September, 2020	Lebanese
3	Mr. Jagdish Singla	ED	Male	1	January, 2018	Indian
4	Mr. Mauricio Alarcón	NED	Male	1	October, 2016	Mexican
5	Mr. Ricardo Chavez	NED	Male	1	February, 2017	Mexican

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

6	Mr. Gbenga Oyebode	INED	Male	24 February, 2014	Nigerian
7	Ms. Juliet Ehimuan	INED	Female	24 February, 2020	Nigerian
8	Mrs. Adebisi Lamikanra	INED	Female	1 August, 2021	Nigerian
9	Mr. Ibukun-Olu Ipinmoye	ED	Male	1 August, 2021	Nigerian

2. Attendance at Board and Committee Meetings:

S/No.	Names of Board Members	No. of Board	No. of Board	Membership	Designation	Number of Committee	Number	of
		Meetings	Meetings	of	Board	(Member or	Meetings Held in the	Committee
		Held in the	Attended in	Committees	Chairman)	Reporting Year	Meetings
		Reporting	the Reporting						Attended	in
		Year	Year						the Reporting
									Year
1	Mr. David Ifezulike	4	4	None		Chairman	He is not a member of	None
						of	the	any Committee
						Board
2	Mr. Wassim Elhusseini	4	3	None		-		-	-
3	Mr. Jagdish Singla	4	4	None		-		-	-
4	Mr. Mauricio Alarcón	4	3	Nomination,	Chairman	2	2
				Governance	with	effect
				and		from 1 Sept.
				Remuneration	2020
				Committee
5	Mr. Ricardo Chavez	4	4	Nomination,	Member	2	2
				Governance
				and
				Remuneration
				Committee
				Audit and Risk	Member	3	1	(up to	the
				Management				time he was a
				Committee				member)
				Statutory	Member	4	2	(being	the
				Audit					total number
				Committee				of	meetings
									held while he
									was	a
									member	of
									this
									committee)
6	Mr. Gbenga Oyebode	4	4	Nomination,	Member	2	2
				Governance
				and
				Remuneration
				Committee
				Audit and Risk	Chairman	3	3
				Management
				Committee
				Statutory	Member	4	4
				Audit
				Committee
7	Ms. Juliet Ehimuan	4	4	Audit and Risk	Member	3	2
				Management
				Committee

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

S/No.

Names of Board Members

No. of Board

No. of Board

Membership

Designation

Number of Committee

Number

of

Meetings

Meetings

of

Board

(Member or

Meetings Held in the

Committee

Held in the

Attended

in

Committees

Chairman)

Reporting Year

Meetings

Reporting

the Reporting

Attended

in

Year

Year

the Reporting

Year

Statutory

Member

4

1 (being one

Audit

of

the

two

Committee

meetings

held

while

she

was

a

member

of

this

committee)

8

Mrs. Adebisi Lamikanra

4

1 (being

the

Audit and Risk

Member

3

1 (being

the

total

number

Management

total

number

of

meeting

Committee

of

meetings

held

since

held

since

her

her

appointment)

appointment)

Statutory

Member

4

1 (being

the

Audit

total

number

Committee

of

meetings

held

since

her

appointment)

9

Mr. Ibukun-Olu Ipinmoye

4

1 (being

the

-

-

-

-

total

number

of

meetings

held since his

appointment)

Section D - Details of Senior Management of the Company
1.	Senior Management:
S/No.		Names	Position Held	Gender
1		Wassim Elhusseini	Managing Director	Male
2		Jagdish Singla	Finance and Control Director	Male
3		Shakiru Lawal	Head, Human Resources	Male
4		Khaled Ramadan	Commercial Manager	Male
5		Ibukun Ipinmoye	Factory Manager, Agbara	Male
6		Gbenga Oladunjoye	Factory Manager, Flowergate	Male
7		Kasum Diabate	Head, Supply Chain	Male
8		Bode Ayeku	Company Secretary/Legal Advisor	Male
9		Kemi Ajasa	Regulatory and Scientific Affairs	Female
10		Victoria Uwadoka	Corporate Communications & Public	Female
			Affairs Manager
11		Gloria Nwabuike	Marketing and Public Affairs Project	Female
			Manager
12		Nwando Ajene	Category Manager, Culinary	Female
13		Olugbenga Alabi	Category Manager, Coffee	Male
14		Ibraheem Awelenje	Category Manager, CP Nigeria	Male
15		Ifeanyi Orabuche	Category Manager, Diary	Female

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

16	Ayodele Ayeokere	Factory Manager, Abaji	Male
17	Opeyemi Iwaloye	National Sales Manager, Waters	Male
18	Amaka Nwokorie	Business Manager, Nestle Professional	Female
19	Olutayo Olatunji	Category Manager, Beverages	Male
20	Cyrille Kemgne	Category Manager, Nutrition	Male

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018