NESTLE NIGERIA : CORPORATE GOVERNANCE REPORT 2022

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 B - General Information

S/No.	Items	Details
i.	Company Name	Nestlé Nigeria Plc
ii.	Date of Incorporation	25 September 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	31 December 2022
viii.	Is the Company a part of a Group/Holding Company? Yes/No If yes, please state the name of the Group/Holding Company	Yes, Nestlé S.A. Switzerland
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 SolutionsRegistrarsandData 274 Murtala Muhammed Alagomeji, Yaba, LagosWay,
xii.	Investor Relations Contact Person (E-mail and Phone No.)	[e-mail] 01-2715700
xiii.	Name of the Governance Evaluation Consultant	Nigerian Exchange Group Convention on Business Integrity for 2021 &
xiv.	Name of the Board Evaluation Consultant	KPMG Advisory Services for 2021

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	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
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
10	Mr. Sarmad Saleem	ED	Male	1 June, 2022	Pakistani

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	Mr. David Ifezulike	4	4	None	Chairman of the Board	He is not a member of any Committee	None
2	Mr. Wassim Elhusseini	4	3	None	-	-	-
3	Mr. Jagdish Singla	4	1 (being the only meeting held while he was a member of the Board)	None	-	-	-
4	Mr. Mauricio Alarcón	4	3	Nomination, Governance and Remuneration Committee	Chairman with effect from 1 Sept. 2020	3	3
5	Mr. Ricardo Chavez	4	4	Nomination, Governance and Remuneration Committee	Member	3	3
6	Mr. Gbenga Oyebode	4	4	Nomination, Governance and Remuneration Committee	Member	3	3
Audit and Risk Management Committee	Chairman	4	4
Statutory Audit Committee	Member	4	4
7	Ms. Juliet Ehimuan	4	3	Audit and Risk Management Committee	Member	4	3
8	Mrs. Adebisi Lamikanra	4	4	Audit and Risk Management Committee	Member	4	4
Statutory Audit Committee	Member	4	4
9	Mr. Ibukun-Olu Ipinmoye	4	4	-	-	-	-

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Mr. Sarmad Saleem

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3 (being the total number of meetings held since his appointment)

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Section D - Details of Senior Management of the Company

1. Senior Management:

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S/No.	Names	Position Held	Gender
1	Wassim Elhusseini	Managing Director	Male
2	Sarmad Saleem	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 Adviser	Male
9	Kemi Ajasa	Regulatory and Scientific Affairs Manager	Female
10	Victoria Uwadoka	Corporate Communications & Public Affairs Manager	Female
11	Joy Abdullahi-Johnson	Category and Marketing Manager, Waters	Female
12	Palm-Zakari-Adamou,Rahamatou	Category Manager, Culinary	Female
13	Jean-Pierre Duplan	Category Manager, Coffee	Male
14	Ibraheem Awelenje	Marketing Services Manager	Male
15	Ifeanyi Orabuche	Category Manager, Diary	Female
16	Ayodele Ayeokere	Factory Manager, Abaji	Male
17	Opeyemi Iwaloye	National Sales Manager, Waters	Male
18	Funmilayo Osineye	Business Manager, Nestle Professional	Female
19	Olutayo Olatunji	Category Manager, Beverages	Male
20	Cyrille Kemgne	Category Manager, Nutrition	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 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" is	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, the Board has an approved Charter detailing the responsibilities of the Board and contains the corporate governance policies and practices. The Charter helps the Board in providing overall strategic leadership to the Company. It also guides in the Board's oversight function, effective stakeholder management and growth of the Company. The Charter was last reviewed on 25 February 2021
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 and integrity "	i) What are the qualifications and experiences of the directors?	The Directors are appointed to ensure an appropriate balance of skills, qualifications and experiences. The Directors hold qualifications in various areas including finance & accounting, strategy, law, corporate governance, marketing, information technology and general management. Their experiences are also diverse and include experience in the consumer goods industry within emerging and developed markets, management and strategic direction positions.
ii) Does the company have a Board-approved diversity policy? Yes/No If yes, to what extent have the diversity targets been achieved?	The Board ensures diversity in knowledge skills, experience, age, culture and gender, geared towards promoting better decision-making and effective governance. The Company has been able to achieve the diversity targets to a large extent as may be deduced from the profiles of the Directors.
iii) Are there directors holding concurrent directorships? Yes/No If yes, state names of the directors and the companies?	No. There are no directors holding concurrent directorships on the Board.
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. The MD/CEO and the ED do not chair any Board Committee. All Board Committees are headed by Non-Executive Directors in line with good corporate governance practices.
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 is neither a member of any of the Board Committees nor a Chair of the Board Committees in line with good corporate governance practices.
ii)At which Committee meeting(s) was the Chairman in attendance during the period under review?	The Chairman was not in attendance at any Board Committee meetings during the period under review but was briefed at the next Board of Directors' meeting with a summary of the Committee meetings.
iii) Is the Chairman an INED or a NED?	The Chairman is a Non-Executive Director.
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?	Yes. The Chairman is a former ED (Industrial Development) of the Company. His tenure as an ED ended when he retired on 21 October 2006.

No. There are no directors holding concurrent directorships

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