NOTORE CHEMICAL INDUSTRIES : NIGERIAN CODE OF CORPORATE GOVERNANCE - 2022 YEAR-END 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.

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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				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				30th September
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. Hassan Badrawi		Non-Executive Director		Male		7th February, 2012

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

9.	Mr. Ohis Ohiwerei	Executive Director	Male	17th September, 2018
10.	Mr. Tseyi Hammond	Group Managing Director	Male	14th December, 2018
11.	Mr. Ovie Ukiri	Independent Non-Executive Director	Male	14th December, 2018
12.	Mr. Ebiaho Emafo	Executive Director	Male	1st February, 2021
13.	Mr. Yusufu Pam	Non-Executive Director	Male	29th April 2022

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	4	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	3	3	Chairman of	12	9
					the Technical
					Committee,
					Member,
					Business Risk
					Committee
					and Audit
					Committee
3.	Mr. Michael Osime	4	4	2	Chairman of	8	8
					the Finance
					Committee,
					Member
					Nomination,
					Remuneration
					and
					Governance
					Committee
4.	Mr. Ike Osakwe	4	3	3	Chairman	of	11	11
					the	Audit
					Committee,
					Business		Risk
					Committee
					and
					Nomination,
					Remuneration
					& Governance
					Committee
5.	Mr. Bashir Lebada	4	0	3	Member of	12	0
					the Finance,
					Technical and
					Nomination,
					Remuneration
					&
					Governance
					Committees

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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	4	2
					the Finance
					Committee
7.	Mr. Mike Jansa	4	4	4	Member of	16	16
					the Business
					Risk
					Committee,
					Technical
					Committee,
					Finance
					Committee
					and
					Nomination,
					Remuneration
					&
					Governance
					Committee
8.	Mr. Hassan Badrawi	4	0	1	Member of	4	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	4	3
					the Finance
					Committee
11.	Mr. Ovie Ukiri	4	4	2	Member of	8	8
					the Business
					Risk
					Committee
					and
					Nomination,
					Remuneration
					&
					Governance
					Committee
12.	Mr. Ebiaho Emafo	4	4	2	Member of	8	8
					the Finance
					and Technical
					Committees
13.	Mr. Yusufu Pam	4	3	1	Member of	4	3
					the Technical
					Committee

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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	Group Head, Human Resources	Male
9.	Mr. Chinedu Umechukwu	Head, Business Risk, Internal Control & Audit	Male

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018