NOTORE CHEMICAL INDUSTRIES : NCCG - 2023 COMPLIANCE REPORT

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.

1

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Section B - General Information

S/No.			Items			Details
i.	Company Name				Notore Chemical Industries Plc.
ii.	Date of Incorporation				30th November, 2005
iii.	RC Number				640303
iv.	License Number				It is not a requirement for the Company
v.	Company Physical Address		Notore Industrial City, Onne, Rivers State
vi.	Company Website Address		www.notore.com
vii.	Financial Year End				31st December
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		Mrs. Otivbo Saleh
						6th Floor, Keystone Bank Building, 1,
						Keystone Bank Crescent, off Adeyemo
						Alakija Street, Victoria Island, Lagos
x.	Name and Address of External Auditor(s)		Deloitte & Touche
						Civic Towers, Plot GA1, Ozumba Mbadiwe
						Avenue, Victoria Island, Lagos
xi.	Name and Address of Registrar(s)		DataMax Registrars Limited
						2C Gbagada Express way, Gbagada
						Phase 1, Lagos
xii.	Investor Relations Contact Person		Ms. Chekwubechukwu Onianwa
	(E-mail and Phone No.)				[e-mail]
				08073286641
xiii.	Name of the Governance Evaluation Consultant		Matog Consulting
xiv.	Name of the Board Evaluation Consultant		Qeeva Advisory
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. Onajite Okoloko		Non-Executive Director		Male	23rd January, 2006
2.	Engr. Mike Orugbo, JP		Non-Executive Director		Male	23rd January, 2006
3.	Mr. Michael Osime		Non-Executive Director		Male	23rd January, 2006
4.	Mr. Ike Osakwe		Independent Non-Executive Director		Male	27th April, 2007
5.	Mr. Bashir Lebada		Non-Executive Director		Male	8th February, 2011
6.	Mr. Femi Agbaje		Non-Executive Director		Male	8th February, 2011
7.	Mr. Michael Jansa		Independent Non-Executive Director		Male	27th April, 2007
8.	Mr. Ohis Ohiwerei		Executive Director		Male	17th September, 2018

2

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

9.	Mr. Tseyi Hammond	Group Managing Director	Male	14th December, 2018
10.	Mr. Ovie Ukiri	Independent Non-Executive Director	Male	14th December, 2018
11.	Mr. Ebiaho Emafo	Executive Director	Male	1st February, 2021
12.	Mr. Yusufu Pam	Non-Executive Director	Male	29th April 2022
13.	Mr. Omar Taha	Non-Executive Director	Male	12th June 2023

2. Attendance at Board and Committee Meetings:

S/No.	Names of Board Members	No. of Board	No. of	Membershi	Designation	Number of	Number of
		Meetings	Board	p of Board	(Member or	Committee Meetings	Committee
		Held in the	Meetings	Committee	Chairman)		Held in the Reporting	Meetings
		Reporting	Attended	s				Year	Attended in
		Year	in the						the
			Reporting						Reporting
			Year						Year
1.	Mr. Onajite Okoloko	4	2	Not a	Board			Not a member of any	Not a
				member of	Member			Committee	member of
				any					any
				Committee					Committee
2.	Engr. Mike Orugbo, JP	4	2	3	Chairman of	7	3
					the Technical
					Committee,
					Member,
					Business Risk
					Committee
					and Audit
					Committee
3.	Mr. Michael Osime	4	3	2	Chairman of	5	3
					the Finance
					Committee,
					Member
					Nomination,
					Remuneration
					and
					Governance
					Committee
4.	Mr. Ike Osakwe	4	3	3	Chairman	of	6	6
					the	Audit
					Committee,
					Business		Risk
					Committee
					and
					Nomination,
					Remuneration
					&
					Governance
					Committee
5.	Mr. Bashir Lebada	4	0	3	Member of	5	0
					the Finance,
					Technical and
					Nomination,
					Remuneration
					&
					Governance
					Committees

3

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

S/No.	Names of Board Members	No. of Board	No. of	Membershi	Designation	Number of	Number of
		Meetings	Board	p of Board	(Member or	Committee Meetings	Committee
		Held in the	Meetings	Committee	Chairman)	Held in the Reporting	Meetings
		Reporting	Attended	s		Year	Attended in
		Year	in the				the
			Reporting				Reporting
			Year				Year
6.	Mr. Femi Agbaje	4	2	1	Member of	3	1
					the Finance
					Committee
7.	Mr. Mike Jansa	4	4	4	Member of	10	7
					the Business
					Risk
					Committee,
					Technical
					Committee,
					Finance
					Committee
					and
					Nomination,
					Remuneration
					&
					Governance
					Committee
8.	Mr. Hassan Badrawi	4	0	1	Member of	2	0
					the Business
					Risk
					Committee
9.	Mr. Ohis Ohiwerei	4	4	Not a	Not a member	0	0
				member of	of any
				any	Committee
				Committee
10.	Mr. Tseyi Hammond	4	4	1	Member of	3	3
					the Finance
					Committee
11.	Mr. Ovie Ukiri	4	4	2	Member of	4	4
					the Business
					Risk
					Committee
					and
					Nomination,
					Remuneration
					&
					Governance
					Committee
12.	Mr. Ebiaho Emafo	4	4	2	Member of	6	6
					the Finance
					and Technical
					Committees
13.	Mr. Yusufu Pam	4	4	1	Member of	3	3
					the Technical
					Committee
	Mr. Omar Taha	4	1	Not yet a	Not yet a	0	0
				member of	member of
				any	any
				Committee	Committee

4

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Section D - Details of Senior Management of the Company
1.	Senior Management:
S/No.	Names	Position Held	Gender
1.	Mr. Ohis Ohiwerei	Group Managing Director	Male
2.	Mr. Ebiaho Emafo	Group Deputy Managing Director	Male
3.	Mrs. Otivbo Saleh	Group Chief Legal Officer/Company Secretary	Female
4.	Mr. Bode Agagu	Group Chief Technical Officer	Male
5.	Mr. Tijjani St. James	Group Chief Commercial Officer	Male
6.	Ms. Chekwube Onianwa	Group Chief Financial Officer	Female
7.	Mr. Geoffrey Deekae	Plant Manager	Male
8.	Mr. Ekere Bassey	Head, Human Resources	Male
9.	Mr. Chinedu Umechukwu	Head, Business Risk, Internal Control & Audit	Male

5

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
"A	successful	Company is	which sets out its responsibilities and terms of	Yes, the Board has an approved Charter which was
reference? Yes/No
headed	by	an		effective	last reviewed and adopted by the Board in 2019
	If yes, when was it last reviewed?
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	The Board has members that traverses all works of
and Composition				of the directors?	life like Chartered Accountants with over 30 years
"The	effective discharge of		cognate experience, Legal Practitioners with over
	30 years'	experience, a registered Engineer with
the	responsibilities		of	the
		over 30	years' experience and other Business,
Board and its committees is
	Financial and Management experts.
assured by an appropriate
balance of skills and diversity	ii) Does the company have a Board-approved	No
(including	experience	and	diversity policy? Yes/No
gender)				without	If yes, to what extent have the diversity
compromising	competence,	targets been achieved?
independence	and integrity
"							iii) Are there directors holding concurrent	Yes
							directorships? Yes/No	Mr. Ike Osakwe also serves on the Board of Oando
							If yes, state names of the directors and the
							Plc. Littlefield Investments Limited and DAI Global
							companies?
							LLC as a Non-Executive Director.
								Mr. Onajite Okoloko is a Non-Executive Director in
								Eroton E&P Limited.
								Mr. Mike Osime is a Non-Executive Director in
								AIPCC Energy Limited, Edo Refinery & Petrochemical
								Company Limited, Adino Global Market Limited and
								ICMG Securities Limited.
								Mr. Femi Agbaje is a Non-Executive Director in
								FSDH Merchant Bank Limited.
								Mr. Ohis Ohiwerei is a Non-Executive Director in
								Orange One Finance Limited, Griffin Finance
								Limited, Bloom Bank Africa Sierra Leone, Bloom
								Bank Africa Liberia and Bastion Health Limited.
								Mr. Ovie Ukiri is Non-Executive Director in
								Midwestern Oil & Gas Limited, Income Eletrix
								Limited, Umigini Pipeline Infrastructure Limited and
								Cam Dairy Foods Limited.
								Mr. Ebiaho Emafo is a Non-Executive Director in LX
								Global Limited.
								Mr. Yusufu Pam is a Director in Pam-Ruthers
								Investment Company Limited, Pearlstones Limited,
								and Rocket Petroleum Limited.

6

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

						iv) Is the MD/CEO or an Executive Director a	No
							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
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?	The Board does not currently have a Chairman.
Board"
						iv) Is the Chairman a former MD/CEO or ED of	The Board does not currently have a Chairman.
							the Company? Yes/No
							If yes, when did his/her tenure as MD end?
						v) When was he/ appointed as Chairman?	The Board does not currently have a Chairman.
						vi) Are the	roles	and responsibilities of the	Yes. The roles and responsibilities of the Chairman
							Chairman clearly defined? Yes/No	are clearly defined in the Board Charter
							If yes, specify which document
Principle	4:	Managing	i)	Does the MD/CEO have a contract of	Yes. His contract of employment sets out his
Director/	Chief	Executive		employment which sets out his authority	authority and relationship with the Board
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, where same occurs
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	Finance Committee
the Company to achieve its
	did the MD/CEO attend during the period
strategic	objectives	for
	under review?
sustainable	corporate
performance"
			iv)	Is the MD/CEO serving as NED in any other	Yes:
							company? Yes/no.	1.	Bastion Health Limited
							If yes, please state the company (ies)?
							2.	Griffin Finance Limited
										3. Orange One Finance Limited
										4.	Bloom Bank Africa, Liberia
										5.	Bloom Bank Africa, Sierra Leone
						v) Is the membership of the MD/CEO in these	Yes
							companies in line with the Board-approved
							policies? Yes/No
Principle	5:	Executive	i)	Do the EDs have contracts of	Yes
Directors						employment? 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
				responsibilities specified?
management	of		the
Company					iii)	Do the EDs declare any conflict of interest	Yes, if and when they occur.
							on appointment, annually, thereafter and
							as they occur? Yes/No
						iv)	Are there EDs serving as NEDs in any other	Yes:
							company? Yes/No	1. LX Global Limited
							If yes, please list (Listed above)

7

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

					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	Yes. The roles and responsibilities of the NEDs are
Directors						NEDs clearly defined and documented?	clearly defined in the Board Charter.
Non-Executive Directors bring		Yes/No
	If yes, where are these documented?
to bear	their	knowledge,
expertise	and		independent	ii)	Do the NEDs have letters of appointment	Yes
judgment	on	issues	of		specifying their duties, liabilities and terms
strategy	and		performance		of engagement? Yes/No
on the Board
			iii)	Do the NEDs declare any conflict of	Yes
						interest	on	appointment,	annually,
						thereafter and as they occur? Yes/No
					iv)	Are NEDs provided with information	Yes, upon appointment, all NED's are brought up to
						relating to the management of the	date on all Board matters and provided necessary
						company and on all Board matters?	information relating to the management of the
						Yes/No				Company. In addition to this, weekly production
						If yes, when is the information provided to	updates are provided to the NED's. Also provided to
						the NEDs				the NED'S are Management Accounts, Quarterly
										Unaudited Accounts and Quarterly Internal Audit
										Reports.
					v)	What is the process of ensuring	Receipt of confirmation and feedback from the
						completeness and adequacy of the	Directors (where necessary).
						information provided?
					vi)	Do NEDs have unfettered access to the	Yes all NED's have unfettered access to the ED's and
						EDs, Company Secretary and the Internal	the Company Secretary and request information
						Auditor? Yes/No			they require.
Principle	7:		Independent	i)	Do the INEDs meet the independence	Yes
Non-Executive Directors			criteria prescribed under Section 7.2 of the
Independent	Non-Executive		Code? Yes/No
Directors bring a high degree	ii)	Are there any exceptions?		No
of objectivity to the Board for
sustaining	stakeholder	trust
iii)	What is the process of selecting INEDs?	The process includes the profiling of candidates who
and confidence"
						are not shareholders, have not served in the
										Company in any capacity before and not a
										representative of any shareholder.
					iv)	Do the INEDs have letters of appointment	Yes
						specifying their duties, liabilities and terms
						of engagement? Yes/No
					v)	Do the INEDs declare any conflict of	Yes
						interest	on	appointment,	annually,
						thereafter and as they occur? Yes/No
					vi)	Does the Board ascertain and confirm the	Yes. Confirmation is done annually. The Company
						independence of the INEDs? Yes/No	advises the Group Company Secretary to confirm
						If yes, how often?		this from the INED's
						What is the process?
					vii)	Is the INED a Shareholder of the	No INED's are shareholders of the Company
						Company? Yes/No
						If yes, what is the percentage
						shareholding?
					viii)	Does the INED have another relationship	No
						with the Company apart from directorship
						and/or shareholding? Yes/No
						If yes, provide details.
					ix)	What are the components of INEDs	Payment of Directors Fees and Sitting Allowances
						remuneration?			which is paid to all Directors. INED's like all NED's are
										also eligible to some benefits which include
										Medical and Group Life Insurance.
Principle	8:		Company	i)	Is the Company Secretary in-house or	The Company Secretary is In-house
Secretary						outsourced?

8

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

"The Company Secretary

ii)

What is the qualification and experience of

The Company Secretary is a Legal Practitioner with

support

the

effectiveness of

the Company Secretary?

over 30 years cognate experience. She is a

the Board by assisting the

member of the Nigerian Bar Association, Institute of

Board and management to

Chartered Secretaries and Administrators of Nigeria,

develop

good

corporate

and the Institute of Chartered Arbitrators.

governance

practices

and

iii) Where

the

Company Secretary

is

an

Yes

culture within the Company"

employee of the Company, is the person a

member of senior management?

iv) Who does the Company Secretary report

The Company Secretary reports to the Board with a

to?

dotted line reporting to the Group Chief Executive

Officer

v) What is the appointment and removal

The appointment and removal of the Company

process of the Company Secretary?

Secretary is in line with Section 333 of the

Companies and Allied Matters Act (CAMA), 2020

vi) Who

undertakes

and

approves

the

The Board of Directors

performance appraisal of the Company

Secretary?

Principle

9:

Access

to

i)

Does the company have a Board-approved

Yes. Board Charter and Committees Terms of

Independent Advice

policy that allows directors access to

References.

"Directors

are

sometimes

independent

professional

advice

in

the

discharge of their duties? Yes/No

required to make decisions of

If yes, where is it documented?

a technical

and

complex

nature

that

may

require

ii) Who bears the cost for the independent

The Company bears the cost of any independent

independent

external

professional advice?

professional advice sought by the Directors

expertise"

iii) During the period under review, did the

Yes, The Board received Legal and Financial advice

Directors

obtain

any

independent

from Banwo & Ighodalo and Vetiva Capital

professional advice? Yes/No

Management Limited.

If yes, provide details.

Principle 10: Meetings of the

i)

What is the process for reviewing and

The Board Reviews the Minutes of its Meeting at

Board

approving minutes of Board meetings?

subsequent Meetings and approves same thereat.

"Meetings are the principal

ii)

What are the timelines for sending the

At least seven (7) days after the Meeting.

vehicle

for

conducting

the

minutes to Directors?

business

of

the

Board

and

iii) What are the implications for Directors who

Such Directors will be advised accordingly and

successfully

fulfilling

the

do not

meet the

Company

policy

on

stand the chance of being removed as Directors, if

strategic

objectives

of

the

meeting attendance?

the practice continues

Company"

Principle

11:

Board

i)

Do the Board Committees have Board-

Yes

Committees

approved Charters which set out their

"To ensure

efficiency

and

responsibilities

and

terms

of

reference?

Yes/No

effectiveness,

the

Board

delegates

some

of

its

ii) What is the process for reviewing and

The Board Committee Minutes are reviewed by the

functions,

duties

and

approving minutes of Board Committee of

Committee at subsequent Meetings and approved

responsibilities

to

well-

meetings?

by the Committee

structured

committees,

iii) What

are the timelines

for sending

the

At least seven (7) days after the meeting

without

abdicating

its

minutes to the directors?

responsibilities"

iv) Who

acts as Secretary to board

The Group Company Secretary

committees?

v) What Board Committees are responsible for

The Nomination, Remuneration & Governance

the following matters?

Committee is responsible for Nomination,

a)

Nomination and Governance

Governance and Remuneration matters

b)

Remuneration

The Statutory Audit Committee is responsible for

c)

Audit

oversight on all Audit matters

d)

Risk Management

The Business Risk Committee is responsible for

matters of Internal Audit and Risk Management

vi) What is the process of appointing the chair

The Chairman of the Committees are appointed and

of each Committee?

approved by the Board

Committee responsible for

Nomination and Governance

9

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

vii) What is the proportion of INEDs to NEDs on 3 out of 5 the Committee responsible for Nomination

and Governance?

1. Is the chairman of the Committee a NED or The Chairman is an Independent Non-Executive

INED?

Director

1. Does the Company have a succession plan Yes the Company has a Succession Plan in place. It

policy? Yes/No	is reviewed every three years
If yes, how often is it reviewed?
x) How often are Board and Committee	Every three (3) years
charters as well as other governance policies
reviewed?

1. How does the committee report on its The Chairman of the Committees present a report to

activities to the Board?			the Board after each Committee meeting
		Committee responsible for Remuneration
xii) What is the proportion of INEDs to NEDs on	3 out of 5
the	Committee	responsible	for
Remuneration?

1. Is the chairman of the Committee a NED The Chairman is an Independent Non-Executive

or INED?

Director

Committee responsible for Audit

1. Does the Company have a Board Audit The Committee is called the Statutory Audit Committee separate from the Statutory Committee
   Audit Committee? Yes/No
2. Are members of the Committee Yes responsible for Audit financially literate?
   Yes/No
3. What are their qualifications and A Chartered Accountant and Registered Engineer

experience?			with over 30 years relative experience and other
				members.
xvii) Name	the	financial	expert(s) on the	Mr. Ike Osakwe is a Chartered Accountant and a
Committee responsible for Audit	practicing management consultant. He had his first
				degree from Oxford University in 1977 and also
				holds a master's degree from the same institution.
				He is a qualified Chartered Accountant in the UK
				and Nigeria.
xviii) How	often	does	the Committee	On a quarterly basis
responsible for Audit review the internal
auditor's reports?

1. Does the Company have a Board Yes approved internal control framework in place? Yes/No
2. How does the Board monitor compliance Report of Compliance is presented to the Statutory
   with the internal control framework?Audit Committee who in turn reports same to the

Board.

1. Does the Committee responsible for Audit Yes. The Management Letter, Plan and Report of the

review the External Auditors management	External Auditors	are reviewed by the Statutory
letter, Key Audit Matters and management	Audit Committee.
response to issues raised? Yes/No
Please explain.

1. Is there a Board-approved policy that No clearly specifies the non-audit services that
   the external auditor shall not provide?
   Yes/No
2. How many times did the Audit Committee On three occasions with the Head of Internal Audit

hold discussions with the head of internal and once with External Auditors audit function and external auditors

without the management during the period under review?

10

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018