NIGERIAN BREWERIES : NCCG CORPORATE GOVERNANCE REPORT

Authorised Use Only - CONFIDENTIAL

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

Authorised Use Only - CONFIDENTIAL

Section B - General Information

S/No.	Items	Details
i.	Company Name	Nigerian Breweries Plc
ii.	Date of Incorporation	16th November 1946
iii.	RC Number	613
iv.	License Number	FRC/2012/00000000264
v.	Company Physical Address	Iganmu House, 1 Abebe Village Road, Iganmu, Lagos
vi.	Company Website Address	www.nbplc.com
vii.	Financial Year End	31 December
viii.	Is the Company a part of the group? Yes/No If yes, please state the name of the Holding Company	Yes. Heineken N.V., The Netherlands
ix.	Name and Address of Company Secretary	Uaboi G. AGBEBAKU, Esq Iganmu House, 1 Abebe Village Road, Iganmu, Lagos
x.	Name and Address of External Auditor(s)	Deloitte & Touche Civic Towers, Ozumba Mbadiwe Avenue Victoria Island, Lagos
xi.	Name and Address of Registrar(s)	First Registrars and Investor Services Limited 2, Abebe Village Road, Iganmu, Lagos
xii.	Investor Relations Contact Person (E-mail and Phone No.)	Uaboi G. AGBEBAKU, Esq [e-mail];01271-7400
xiii.	Name of the Governance Evaluation Consultant	None during the review period
xiv.	Name of the Board Evaluation Consultant	None during the review period

Section C - Details of Board of the Company and Attendance at Meetings

1. Board Details:

The current Directors who served for the period under review (2022) are as follows:

S/No.	Names of Board Members	Designation (Chairman, MD, INED, NED, ED)	Gender	Date First Appointed/ Elected	Remark
1	Chief Kolawole B. JAMODU, CFR	Chairman, NED	Male	1st March, 2006	Nigerian
2	Mr. Hans ESSAADI	MD/ED	Male	31st July, 2021	Dutch
3	Mrs. Juliet ANAMMAH	INED	Female	1st January 2022	Nigerian
4	Mrs. Adeyinka O. AROYEWUN	INED	Female	1st January 2019	Nigerian
5	Mr. Sijbe (Siep) HIEMSTRA	NED	Male	1st August, 2011	Dutch
6	Mr. Asue IGHODALO	NED	Male	1st January 2022	Nigerian
7	Mrs. Ndidi O. NWUNELI, MFR	INED	Female	5th December, 2014	Nigerian
8	Mrs. Ifueko M. OMOIGUI OKAURU, MFR	NED	Female	20th February, 2013	Nigerian
9	Mr. Roland PIRMEZ	NED	Male	1st September, 2015	Belgian
10	Mr. Ibrahim A. PURI	NED	Male	1st August 2022	Nigerian
11	Mr. Bernardus A. WESSELS BOER	ED	Male	1st September 2022	Dutch
12	Mrs. Yeliz YEDIKARDESLER	NED	Female	1st April, 2022	Turkish

NOTES

Mr. Rob Kleinjan (Dutch) resigned from the Board effective 31st August 2022.

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Authorised Use Only - CONFIDENTIAL

2. Attendance at Board and Committee Meetings:

S/No.	Names of Board Members	No. BoardofMeetings Held in the Reporting Year*	No. Board Meetingsof 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	Chief Kolawole B. JAMODU, CFR	7	7	None	Board Chairman	He is not a member of any Committee	None
2	Mr. Hans ESSAADI	7	7	None	-	He is not a member of any Committee	-
3	Mrs. Juliet ANAMMAH	7	7	Governance	Member	2	1*
4	Mrs. Adeyinka O. AROYEWUN	7	7	Risk Mgt. & Ethics	Member	4	4
5	Mr. Sijbe HIEMSTRA	7	7	Governance	Member	2	2
6	Mr. Asue IGHODALO	7	7	Governance	Member	2	0**
7	Mrs. Ndidi O. NWUNELI, MFR	7	6	Governance	Chair (Current)	2	2
8	Mrs. Ifueko OKAURU, MFRM. OMOIGUI	7	6	Risk Mgt. & Ethics	Member	4	4
Audit	Member	4	4
9	Mr. Roland PIRMEZ	7	6	Risk Mgt. & Ethics	Chairman	4	2
10	Mr. Ibrahim A. PURI	7	3***	Risk Mgt. & Ethics	Member	4	1***
11	Mr. Bernardus A. WESSELS BOER	7	3 ****	None	-	He is not a member of any Committee	-
12	Mrs. Yeliz YEDIKARDESLER	7	4 *****	Audit	Member	4	4

*Not a member of the Governance Committee as at the date of the previous Governance Committee Meetings.

**Not a member of the Governance Committee as at the date of the 2 previous Governance Committee Meetings

*** Not a member of the Board as at the date of the 4 previous Board Meetings and as at the date of the 3 previous Risk Management & Ethics Committee

Meetings.

**** Not a member of the Board as at the date of the 4 pervious Board Meetings.

***** Not a member of the Board as at the date of the 2 previous Board meetings and absent in attendance of 1 board meeting.

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Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.	Names	Position Held	Gender
1	Mr. Hans ESSAADI	Managing Director / CEO	Male
2	Mr. Uaboi AGBEBAKU	Company Secretary / Legal Director	Male
3	Mrs. Phil ANEKE	Director, Digital & Technology	Female
4	Mr. Martin KOCHL	Supply Chain Director	Male
5	Mrs. Sade MORGAN	Corporate Affairs Director	Female

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Authorised Use Only - CONFIDENTIAL

6	Mrs. Grace OMO-LAMAI	Human Resource Director	Female
7	Mr. Emmanuel ORIAKHI	Marketing Director	Male
8	Mr. Uche UNIGWE	Sales Director	Male
9	Mr. Bernardus A. WESSELS BOER	Finance Director	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 is 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"	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, which specifies the roles and responsibilities of the Board. Other items covered in the Charter include composition, meetings, committees of the Board, tenure, sitting allowance and fees, code of ethics and delegation of authority framework. The Charter was reviewed in February 2023. Before then, it was last reviewed in July 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 have qualifications and experience in various areas relevant to the Company's business including law, corporate governance, supply chain, finance & accounting, commerce, taxation, risk management, entrepreneurship, strategy, and business administration.
ii) Does the company have a Board-approved diversity policy? Yes/No If yes, to what extent have the diversity targets been achieved?	Yes. The company has a Board approved Inclusion and Diversity Policy. The Policy applies to the Board and employees of the Company. The Board has Five (5) female Board Members and is made up of members within the age bracket of Forty-Two (42) and Seventy-Nine (79). The Board is also composed of Directors with different local and international cultural backgrounds and work experience. The Company's Management Team is similarly composed of a good mix of gender, age, cultures, skills, and work experience. There are three females in the management team.
iii) Are there directors holding concurrent directorships? Yes/No If yes, state names of the directors and the companies?	Yes, some of the Directors of the Board hold concurrent directorships in other companies as follows: 1. Chief Kolawole B. JAMODU a. British America Tobacco Foundation; b. Board of Trustees, Bells University of Technology, Ota c. Jamkol Investments Ltd. d. Kremkol Investment Ltd. 2. Mrs. Ndidi NWUNELI a.Sahel Consulting (Managing Partner); b.LEAP Africa (Founder); c.African Food Changemakers (Executive Chair);

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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Principles	Reporting Questions	Explanation on application or deviation
d.Rockefeller Foundation; e.Godrej Consumer Products India; f. BridgeSpan Group; g.Alliance for a Green Revolution in Africa; and h.Nigerian Economic Summit Group. 3 Mrs. Ifueko OMOIGUI OKAURU a. Compliance Professionals Plc (Managing Partner); b. ReStraL Ltd (Founder); c. PZ Cussons Nigeria Plc (Chairperson); and d. MTN Nigeria Communications Plc. 4. Mrs. Juliet ANAMMAH a. Flour Mills of Nigeria Plc. 5. Mr. Asue IGHODALO a. Sterling Bank Plc (Chairman); c. Levene Energy Group (Chairman); d. The Okomu Oil Palm Company Plc; e. CardinalStone Partners Limited. 6. Mr. Hans ESSAADI a. Progress Trust CPFA Limited (Wholly owned by Nigerian Breweries plc) b. Nigerian Breweries - Felix Ohiwerei Education Trust Fund (wholly owned by Nigerian Breweries Plc) 7. Mr. Bernardus A. Wessels Boer a. Progress Trust (CPFA) Limited (wholly owned subsidiary of Nigerian Breweries Plc); and b. Nigerian Breweries - Felix Ohiwerei Education Trust Fund (wholly owned by Nigerian Breweries Plc);
iv) Is the MD/CEO or an Executive Director a chair of any Board Committee? Yes/No If yes, provide Committees. thenamesofthe	No. The MD/CEO and the Finance Director (both Executive Directors) are not members of any Board Committee.
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 nor a Chair of any of the Board Committees.
ii)At which Committee meeting(s) was the Chairman in attendance during the period under review?	The Chairman did not attend any Board Committee Meeting during the period under review.
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. the Chairman is not a former MD/CEO or Executive Director of the Company.
v) When was he/she appointed as Chairman?	He was appointed the Chairman of the Board of Directors effective 1st January 2008.
vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No If yes, specify which document	Yes, the Chairman's roles and responsibilities are contained in the board approved 'Profile of the Board Chairman'.
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	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. The authority and relationship of the MD/CEO with the Board are further set out in the Board-approved Delegation of Authority Framework or Matrix ("Authority Matrix") updated in July 2021. The MD/CEO has the authority to take decisions on: • Key corporate polices for IT, Procurement, Sales, Marketing and Legal; • Certain levels of capital and operating expenditure; • Certain short-term borrowing; and

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018