NESTLE NIGERIA : CORPORATE GOVERNANCE REPORT 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 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.

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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	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 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	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 Registrarsand Data Solutions 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. Gbenga Oyebode	Chairman	Male	24 February, 2014	Nigerian
2	Mr. Wassim Elhusseini	MD	Male	1 September, 2020	Lebanese
3	Mr. Namit Mishra	ED	Male	1 August 2023	Indian
4	Mr. Mauricio Alarcón	NED	Male	1 October, 2016	Mexican
5	Mr. Martin Kruegel	NED	Male	1 February, 2023	German
6	Mr. Ibukun-Olu Ipinmoye	ED	Male	1 August, 2021	Nigerian
7	Dr. Juliet Ehimuan	INED	Female	24 February, 2020	Nigerian
8	Mrs. Adebisi Lamikanra	INED	Female	1 August, 2021	Nigerian
9	Mrs. Maryam Aliko Mohammed	INED	Female	1 August, 2023	Nigerian

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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 Meetings Held in the Reporting Year	No. of Board Meetings Attended in Reporting Year the	Membership of Board Committees	Designation (Member or Chairman)	Number CommitteeofMeetings Held in the Reporting Year	Number Committee MeetingsofAttended in the Reporting Year
1	Mr. David Ifezulike	4	2	None	Former Chairman of the Board	He was not a member of any Committee	None
2	Mr. Gbenga Oyebode	4	4	Nomination, Governance and Remuneration Committee	Member until his appointment as Chairman of the Board	1	1
Audit and Risk Management Committee	Chairman until his appointment as Chairman of the Board	4	2 (being the only meetings held before his appointment as the Chairman of the Board)
Statutory Audit Committee	Member	4	2 (being the only meetings held before his appointment as the Chairman of the Board)
3	Mr. Wassim Elhusseini	4	4	None	-	-	-
4	Mr. Namit Mishra	4	1 (being the only meeting held after his appointment)	None	-	-	-
5	Mr. Mauricio Alarcón	4	2	Nomination, Governance and Remuneration Committee	Chairman	1	1
6	Mr. Martin Kruegel	4	3	Nomination, Governance and Remuneration Committee	Member	1	1
7	Dr. Juliet Ehimuan	4	4	Nomination, Governance and Remuneration Committee	Member	1	no meeting was held after her appointment as a member
Audit and Risk Management Committee	Chairman (upon the previous Chairman's appointment as Chairman of the Board	4	4
Statutory Audit Committee	Member	4	1 (being the only meeting held after her appointment as a member
8	Mr. Sarmad Saleem	4	3 (being the total number of meetings held	None	-	-	-

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while he was a member of the Board)
9	Mrs. Adebisi Lamikanra	4	4	Audit and Risk Management Committee	Member	4	4
Statutory Audit Committee	Member	4	4
10	Mr. Ibukun-Olu Ipinmoye	4	4	None	-	-	-
11	Mrs. Maryam Aliko Mohammed	4	1 (being the only meeting held after her appointment)	Audit and Risk Management Committee	Member	4	1 (being the only meeting held after her appointment as a member of the Committee)
Statutory Audit Committee	Member	4	1 (being the only meeting held after her appointment as a member of the Committee)

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	Namit Mishra	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	Isaac Elimbi	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	Olawale Alao	Factory Manager, Abaji	Male
17	Opeyemi Iwaloye	National Sales Manager, Waters	Male
18	Funmilayo Osineye	Business Manager, Nestle Professional	Female

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19	Olutayo Olatunji	Category Manager, Beverages	Male
20	Cyrille Kemgne	Category Manager, Nutrition	Male

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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 as stated in the Board Charter. 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?	Yes. The details are in the attached document.
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 after his appointment as Chairman 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?	No

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Principles	Reporting Questions	Explanation on application or deviation
v) When was he/she appointed as Chairman?	He was appointed as Chairman on 18 May 2023.
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 defined in the Companies & Allied Matters Act, Articles of Association and Board Charter.
Principle 4: Managing Director/ Chief Executive Officer "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 it specified?	Yes, the MD has a contract of employment and other operational documents detailing his authority and relationship with the Board.
ii)Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes, the MD/CEO declares any conflict of interest on appointment. He is also required to declare any conflict of interest he may have periodically.
iii)Which of the Board Committee meetings did the MD/CEO attend during the period under review?	The MD attended the Board Audit and Risk Management Committee and the Statutory Audit Committee meeting to give the committees a welcome address and provide updates on the developments in the company after the last meeting. However, he is not a member of any Committee.
iv)Is the MD/CEO serving as NED in any other company? Yes/no. If yes, please state the company(ies)?	Yes. Nestle Nigeria Trust (CPFA) Limited
v)Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No	Yes
Principle 5: Executive Directors 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, the EDs have a contract 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 EDs have a contract of employment and other operational documents which provide details regarding their roles and responsibilities.
iii)Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes, the EDs declare any conflict of interest on appointment. They are also required to declare any conflict of interest they may have periodically.
iv)Are there EDs serving as NEDs in any other company? Yes/No If yes, please list	Yes. Nestlé Nigeria Trust (CPFA) Limited
v)Are their memberships in these companies in line with Board-approved policy? Yes/No	Yes
Principle 6: Non-Executive Directors Non-Executive Directors bring to bear their knowledge, expertise and independent judgment on issues of strategy and performance on the Board	i)Are the roles and responsibilities of the NEDs clearly defined and documented? Yes/No If yes, where are these documented?	Yes, the roles and responsibilities of the NEDs are clearly documented in their Letters of Appointment and Board Charter.
ii)Do the NEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No	Yes, the NEDs have Letters of Appointment specifying their duties, liabilities and terms of engagement.
iii)Do the NEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes, the NEDs declare any conflict of interest on appointment. They are also required to declare any conflict of interest they may have periodically.
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	Yes, at the point of their appointment, NEDs are provided with information relating to the management of the company and its Board as part of their induction. Thereafter, relevant information regarding the management of the company is provided to them ahead of all scheduled Board meetings.

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Principles	Reporting Questions	Explanation on application or deviation
v)What is theprocess ofcompleteness and information provided? adequacyensuring of the	Information provided to Directors on appointment are usually included in a Board Induction Pack which is updated regularly with recent and relevant information and documents relating to the Company and its Board. Information provided to Directors ahead of Board and Committee meetings in the form of papers and presentations are prepared by relevant members of management and Directors are provided the opportunity to seek clarification and to make further enquiries during the meetings.
vi)Do NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor? Yes/No	Yes, the NEDs have unrestricted access to the EDs, the Company Secretary and the Internal Auditor and they are encouraged to contact them on Company related matters.
Principle 7: Independent Non-Executive Directors Independent Non-Executive Directors bring a high degree of objectivity to the Board for sustaining stakeholder trust and confidence"	i)Do the INEDs meet the independence criteria prescribed under Section 7.2 of the Code? Yes/No	Yes, the INEDs meet the independence criteria prescribed in the Code.
ii)Are there any exceptions?	No, there are no exceptions to the prescribed requirements.
iii)What is the process of selecting INEDs?	The Board determines the required knowledge, skills, experience and competence to be possessed by the potential candidate and identifies such candidates while taking into consideration their eligibility for nomination as INEDs. Thereafter, the curriculum vitae of candidates satisfying the requirements would be sourced and forwarded to the Nomination, Governance and Remuneration Committee for scrutiny, discreet validation of character, and consideration of their eligibility as INEDs. Following this, the Committee shortlists candidates and presents to the full Board for a review and final decision on the selection alongside its recommendation for appointment.
iv)Do the INEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No	Yes, the INEDs have letters of appointment specifying their duties, liabilities and terms of engagement.
v)Do the INEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes, the INEDs declare any conflict of interest on appointment. They are also required to declare any conflict of interest they may have annually. The Board Charter and Code of Ethics requires all Directors to promptly disclose any conflict of interest as they occur.
vi)Does the Board ascertain and confirm the independence of the INEDs? Yes/No If yes, how often? What is the process?	Yes. Directors are required to complete a Directors' Interest Declaration form annually. Based on information provided, the Board can ascertain the continued Independence of the INEDs.
vii) Is the INED a Shareholder of the Company? Yes/No If yes, what is the percentage shareholding?	Mrs. Adebisi Lamikanra and Mrs. Maryam Aliko Mohammed are not shareholders of the Company. Dr. Juliet Ehimuan's 2,146 shares in the Company during the period under review was 0.0002% of the paid-up capital of the company.
viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding? Yes/No If yes, provide details.	No. None of the INEDs have another relationship with the Company apart from directorship and/or shareholding.
ix)What are the components of INEDs remuneration?	▪ Annual Directors' Fees ▪ Board and Committee Sitting allowances ▪ Travel Allowances

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Principles	Reporting Questions	Explanation on application or deviation
Principle 8: SecretaryCompany "The Company Secretary support the effectiveness of the Board by assisting the Board and management to develop good corporate governance practices and culture within the Company"	i) Is the Company Secretary in-house or outsourced?	The Company Secretary is in-house.
ii) What is the qualification and experience of the Company Secretary?	The Company Secretary qualified as a Solicitor and Advocate of the Supreme Court of Nigeria in 1992 and holds a Master of Laws degree. He joined the Company in October 2005 as the Deputy Company Secretary. He is a Fellow of the Institute of Chartered Secretaries and Administrators of Nigeria. He is a Fellow of the Nigerian Institute of Management and the Chartered Institute of Taxation of Nigeria and an Associate of the Chartered Institute of Stockbrokers.
iii) Where the Company Secretary is an employee of the Company, is the person a member of senior management?	Yes, the Company Secretary is a member of senior management. He is the Company's Legal Adviser and Company Secretary.
iv) Who does the Company Secretary report to?	The Company Secretary reports to the Board on his functional duties through the Board Chairman as well as to the Managing Director as a member of the Company's management on his administrative responsibilities.
v) What is the appointment and removal process of the Company Secretary?	The appointment of the Company Secretary is based on merit with selection criteria emphasising competence, qualification and relevant experience like the recruitment process for the directors. The removal of the Company Secretary is by the Board and Annual General Meeting in line with the provisions of CAMA.
vi)Who undertakes and approves the performance appraisal of the Company Secretary?	The Board performs an appraisal of the performance of the Company Secretary as an integral part of the annual Board Evaluation exercise.
Principle 9: Access to Independent Advice "Directors are sometimes required to make decisions of a technical and complex nature that may require independent external expertise"	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, the Board Charter and Code of Ethics provides that the Directors shall have access to independent professional advice where they consider it necessary to discharge their responsibilities as Directors.
ii) Who bears the cost for the independent professional advice?	The Company bears the cost for such independent advice whenever required.
iii) During the period under review, did the Directors obtain any independent professional advice? Yes/No If yes, provide details.	No. The Directors did not require the advice of any independent professional during the period under review.
Principle 10: Meetings of the Board "Meetings are the principal vehicle for conducting the business of the Board and successfully fulfilling the strategic objectives of the Company"	i) What is the process for reviewing and approving minutes of Board meetings?	Drafts of minutes of Board meetings are sent to Board members ahead of Board meetings to afford them the opportunity to carry out a thorough review. Subsequently, the minutes are collectively reviewed and approved by the Board at Board meetings and signed by the Chairman before they are included in the Company's Minute Book.
ii) What are the timelines for sending the minutes to Directors?	The minutes of Board meetings are required to be sent to Directors with the Board papers to the directors before the next scheduled meeting.
iii) What are the implications for Directors who do not meet the Company policy on meeting attendance?	A Director's eligibility to be re-elected to the Board could be impacted if they repeatedly fail to attend meetings without justifiable reasons.
Principle 11: CommitteesBoard "To ensure efficiency effectiveness, the Board and	i) Do the Board Committees have Board-approved Charters which set out their responsibilities and terms of reference? Yes/No	Yes, all the Board Committees have Charters which set out their responsibilities and terms of reference.

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Principles	Reporting Questions	Explanation on application or deviation
delegates some functions, dutiesofits and responsibilities to well-structured committees, without abdicating its responsibilities"	ii) What is the process for reviewing and approving minutes of Board Committee of meetings?	Drafts of minutes of Board committee meetings are sent to Committee members ahead of Board Committee meetings to afford them the opportunity to carry out a thorough review. Subsequently, the minutes are collectively reviewed and approved by members at Board committee meetings and signed by the Chairman and Company Secretary before they are included in the Company's Minute Book.
iii) What are the timelines for sending the minutes to the directors?	The minutes of Board Committee meetings are required to be sent to members with the Committee papers before the next scheduled meeting.
iv) Who acts as Secretary to board committees?	The Company Secretary acts as Secretary to the Board Committees.
v) What Board Committees are responsible for the following matters? a) Nomination and Governance b) Remuneration c) Audit d) Risk Management	a) Nomination, Governance and Remuneration Committee b) Nomination, Governance and Remuneration Committee c) Audit and Risk Management Committee d) Audit and Risk Management Committee
vi) What is the process of appointing the chair of each committee?	The Chairman of each Board Committee is appointed by the Board of Directors.
Committee responsible for Nomination and Governance
vii) What is the proportion of INEDs to NEDs on the Committee responsible for Nomination and Governance?	One-third. The other members are non-executive directors.
viii) Is the chairman of the Committee a NED or INED?	NED
ix) Does the Company have a succession plan policy? Yes/No If yes, how often is it reviewed?	Yes, the Company has a succession policy which is reviewed periodically.
x) How often are Board and Committee charters as well as other governance policies reviewed?	The Board and Committee charters as well as other governance policies are reviewed periodically. The Board Charter was last reviewed on 25 February 2021.
xi) How does the committee report on its activities to the Board?	The Committees presents a written report of the key recommendations made at their meeting to the Board and the reports are reviewed and decisions taken by the Board are recorded as part of its records.
Committee responsible for Remuneration
xii) What is the proportion of INEDs to NEDs on the Committee responsible for Remuneration?	One-third. The other members are non-executive directors.
xiii) Is the chairman of the Committee a NED or INED?	The Chairman of the Committee responsible for Remuneration 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 Company has a Board Audit and Risk Committee which is separate from the Statutory Audit Committee.
xv) Are members of the Committee responsible for Audit financially literate? Yes/No	Yes. The members of the Board Audit and Risk Committee are financially literate.
xvi) What are their qualifications and experience?	The members have a range of qualifications which include degrees in accounting, finance, information technology and administration. A member of the Committee also has a professional accounting qualification. They also have several years of experience within management roles at organisations within Nigeria and overseas.

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018