NIGER INSURANCE : NCCG COMPLIANCE REPORT FOR 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			NIGER INSURANCE PLC
ii.		Date of Incorporation			29/09/1968
iii.		RC Number			6484
iv.		License Number			RIC- 007 (RI- 012)
v.		Company Physical Address		48/50 ODUNLAMI STREET, LAGOS
vi.		Company Website Address		www.nigerinsurance.com
vii.		Financial Year End			DECEMBER 31, 2021
viii.		Is the Company a part of a Group/Holding Company?	NO
		Yes/No
		If yes, please state the name of the Group/Holding
		Company
ix.		Name and Address of Company Secretary		TOLG NOMINEES
						15A REMI OLOWUDE STREET, LEKKI, LAGOS
x.		Name and Address of External Auditor(s)		SIAO (CHARTERED ACCOUNTANTS)
						188, OLU HOLLOWAY ROAD, OFF ALFRED
						RLWANE ROAD/ FALOMO - IKOYI, LAGOS
xi.		Name and Address of Registrar(s)		MERISTEM REGISTRARS AND PROBATE
						SERVICE
						213, HERBERT MACAULAY WAY,
						YABA, LAGOS
xii.		Investor Relations Contact Person		MR. LEKE OGUNBAMBO
		(E-mail and Phone No.)			([e-mail]/
				07051191144)
xiii.		Name of the Governance Evaluation Consultant		PROCESS OF APPOINTMENT ON THE WAY
xiv.		Name of the Board Evaluation Consultant		PROCESS OF APPOINTMENT ON THE WAY
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/ Elected
				ED)
1.			DR. STEVEN DIKE	CHAIRMAN	MALE			01/01/2016
2.			MRS. OLUFEMI OWOPETU	NON-EXECUTIVE DIRECTOR	FEMALE			01/01/2015
3.			MR. EBI ENAHOLO	INED	MALE			01/01/2015
4.			MR. KESTER ENWEREONU	NON-EXECUTIVE DIRECTOR	MALE			01/02/2019
5.			MR. EDWIN IGBITI	MANAGING DIRECTOR	MALE			01/09/2019

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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	No. of	Membership	Designation	Number of	Number of
		Board	Board	of Board	(Member or	Committee Meetings	Committee
		Meetings	Meetings	Committees	Chairman)	Held in the Reporting	Meetings
		Held in the	Attended			Year	Attended in
		Reporting	in the				the
		Year	Reporting				Reporting
			Year				Year
1.	DR. STEPHEN DIKE	2	2	NIL	CHAIRMAN	1	NIL
					(BOARD OF
					DIRECTORS)
2.	MR. EDWIN IGBITI	2	2	1	MEMBER	1	1
3.	MRS OLUFEMI OWOPETU	2	2	1	CHAIRMAN	1	1
					(BOARD
					TRANSFORMATION
					COMMITTEE)
4.	MR. EBI ENAHOLO	2	2	1	MEMBER	1	1
5.	MR. KESTER ENWEREONU	2	2	1	MEMBER	1	1

Section D - Details of Senior Management of the Company
1.	Senior Management:
S/No.		Names	Position Held	Gender
1.		MR. EDWIN IGBITI	MD/CEO	MALE
2.		MR. ADEMOLA SALAMI	CHIEF FINANCIAL OFFICER	MALE
3.		MRS ADETUTU ARUSIUKA	HEAD OF MARKETING AND SALES	FEMALE
4.		MR. GABRIEL TUOYO	HEAD OF TECHNICAL	MALE
5.		MR. KUNLE KUPONIYI	HEAD OF ICT	MALE
6.		MR. LEKE OGUNBAMBO	HEAD OF LEGAL AND COMPLIANCE	MALE
7.		MR. JAMES EKPERAWAH	HEAD OF FINANCE	MALE
8.		MR. CHARLES ETUK	HEAD OF INTERNAL AUDIT	MALE

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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
"A	successful	Company is	which sets out its responsibilities and terms of
reference? Yes/No
headed	by	an	effective
If yes, when was it last reviewed?		2020
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"
Principle	2: Board	Structure	i) What are the qualifications and experiences	DIVERSE QUALIFICATIONS, FROM CONSULTING,
and Composition				of the directors?		INVESTMENT, INSURANCE, FINANCE AND LEGAL
"The	effective	discharge	of			PRACTICE
the	responsibilities	of		the
Board and its committees is
ii) Does the company have a Board-approved	NO, ONE IS BEING DEVELOPED BUT IS YET TO BE
assured by an appropriate
diversity policy? Yes/No		COMPLETED.
balance of skills and diversity
If yes, to what extent have the diversity targets
(including	experience	and
been achieved?
gender)			without
compromising	competence,	iii) Are there directors holding	concurrent	YES
independence and integrity "	directorships? Yes/No		DR. STEPHEN DIKE - NIGERIA NATIONAL PETROLEUM
							If yes, state names of the directors and the
							companies?		CORPORATION (NNPC); ENUGU ELECTRICITY
									DISTRIBUTION COMPANY; CENTENARY CITY PLC.
									MR. EBI ENAHOLO- CAMDEN YARDS INVESTMENT
									LIMITED; SAPELE POWER PLC
									MR. KESTER ENWEREONU- ENUGU ELECTRICITY
									DISTRIBUTION COMPANY PLC; G&E LIMITED;
									POWERHOUSE INTERNATIONAL LIMITED
									MRS. OLUFEMI OWOPETU- UPBRIDGE INVESTMENTS
									LIMITED; MISSION SECURITIES LIMITED
									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.
Principle 3: Chairman			i) Is the Chairman a member or chair of any of	NO
"The Chairman is responsible	the Board Committees? Yes/no
If yes, list them.
for	providing	overall

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Principles

Reporting Questions

Explanation on application or deviation

leadership of the Company

ii)

At which Committee meeting(s) was the

NONE

and the Board, and eliciting

Chairman in attendance during the period

the constructive participation

under review?

of all Directors to facilitate

effective

direction

of

the

iii)

Is the Chairman an INED or a NED?

NED

Board"

iv) Is the Chairman a former MD/CEO or ED of

NO

the Company? Yes/No

If yes, when did his/her tenure as MD end?

v) When was he/she appointed as Chairman?

2019

vi) Are the

roles

and responsibilities of the

YES

Chairman clearly defined? Yes/No

THE BOARD CHARTER

If yes, specify which document

Principle

4:

Managing

i)

Does the MD/CEO have a contract of

YES

Director/

Chief

Executive

employment which sets out his authority

Officer

and relationship with the Board? Yes/No

"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,

management delegated by

thereafter and as they occur? Yes/No

the Board to run the affairs of

iii)

Which of the Board Committee meetings

STATUTORY AUDIT COMMITTEE, BOARD

the Company to achieve its

did the MD/CEO attend during the period

TRANSFORMATION COMMITTEE

strategic

objectives

for

sustainable

corporate

under review?

performance"

iv)

Is the MD/CEO serving as NED in any other

YES.

company? Yes/no.

NIC PROPERTIES LIMITED (Wholly owned subsidiary of

If yes, please state the company(ies)?

Niger Insurance Plc.)

YES

v) Is the membership of the MD/CEO in these

companies in line with the Board-approved

policies? Yes/No

Principle

5:

Executive

i)

Do the EDs have contracts of employment?

YES

Directors

Yes/no

Executive

Directors

support

ii)

If yes, do the contracts of employment set

YES

the Managing Director/Chief

out the roles and 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 the EDs declare any conflict of interest

YES

on appointment, annually, thereafter and

as they occur? Yes/No

iv)

Are there EDs serving as NEDs in any other

NO

company? Yes/No

If yes, please list

v)

Are their memberships in these companies

YES

in line with Board-approved policy? Yes/No

Principle

6:

Non-Executive

i)

Are the roles and responsibilities of the NEDs

YES

Directors

clearly defined and documented? Yes/No

BOARD CHARTER

If yes, where are these documented?

Non-Executive Directors bring

to

bear

their

knowledge,

ii)

Do the NEDs have letters of appointment

YES

expertise

and

independent

specifying their duties, liabilities and terms of

judgment on issues of strategy

engagement? Yes/No

and

performance

on

the

iii)

Do the NEDs declare any conflict of interest

YES, AS THEY OCCUR

Board

on appointment, annually, thereafter and

as they occur? Yes/No

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018