PRESTIGE ASSURANCE : NIGERIAN CODE OF CORPORATE GOVERNANCE REPORT

FINANCIAL REPORTING COUNCIL OF NIGERIA

(Federal Ministry of Industry, Trade & Investment)

FRC/CG/001: TEMPLATE FOR REPORTING COMPLIANCEWITH 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.

Section B - General Information

S/No.	Items	Details
i.	Company Name	PRESTIGE ASSURANCE PLC
ii.	Date of Incorporation	06 January, 1970
iii.	RC Number	6753
iv.	License Number	RIC - 033
v.	Company Physical Address	19 Ligali Ayorinde Street Victoria Island, Lagos.
vi.	Company Website Address	www.prestigeassuranceplc.com
vii.	Financial Year End	31st December 2022
viii.	Is the Company a part of a Group/Holding Company? Yes/No If yes, please state the name of the Group/Holding Company	NO
ix.	Name and Address of Company Secretary	Chidinma Ibe-Louis 19 Ligali Ayorinde Street Victoria Island, Lagos.
x.	Name and Address of External Auditor(s)	Ernst & Young 10th &13th Floor UBA House, Marina, Lagos.
xi.	Name and Address of Registrar(s)	First Registrars & Investors Services Limited No. 2, Abebe Village Road, Iganmu, Lagos.
xii.	Investor Relations Contact Person (E-mail and Phone No.)	Chidinma [e-mail] 08058830333
xiii.	Name of the Governance Evaluation Consultant	FINANCIAL INSTITUTIONS TRAINING CENTRE (FITC)
xiv.	Name of the Board Evaluation Consultant	FINANCIAL INSTITUTIONS TRAINING CENTRE (FITC)

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

1. Board Details:

S/N	Names of Board Members	Designation (Chairman, MD, INED, NED, ED)	Gender	Date First Appointed/ Elected	Remark
1	Mr. Adedoyin Salami	Chairman - NED	MALE	11th June 2018	Resigned with effect from 8th April 2022
2	Mr. Atul Sahai	NED	MALE	10th February 2019	Resigned with effect from 17th October 2022
3	Sir Muftau Oyegunle	NED	MALE	4th June 2013	Retired with effect from 3rd June 2022
4	Mrs. Funmi Oyetunji	INED	FEMALE	20th April 2018	Appointed a Chairman on 26th October 2022
5	Mrs Rekha Gopalkrishnan	NED	FEMALE	28th April 2021
6	Mr. Rajesh Kamble	ED	MALE	9th March 2021
7	Mr Vadlamudi Raja	ED	MALE	20th January, 2021	Resigned with effect from 19th August 2022
8	Mr Vivek Kalla	ED	MALE	28th October 2021
9	Mr. N.S.R. Chandra Prasad	INED	MALE	17th September 2021
10	Mrs Aderonke Adedeji	NED	FEMALE	27th April 2022
11	Dr Nosike Agokei	NED	MALE	27th July 2022

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 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 2	Dr Adedoyin Salami	7	2	NONE	Chairman	NONE	NONE
Mr Rajesh Kamble	7	7	Finance and Investment Committee Audit, Risk Management Committee	Member Member	4 4	4 4
3	Sir Muftau O. Oyegunle	7	4	Establishment, Remuneration Governance Committee & Audit, Risk Management Committee Statutory Audit Committee	Chairman Member Member	4 4 4	2 2 2
4	Mrs Funmi Oyetunji	7	7	Finance Investment Committeeand Audit, Risk Management Committee Statutory Audit Committee	Chairman Chairman Member	4 4 5	4 4 4
5	Mr. N. Chandra Prasad	7	7	Establishment, Remuneration Governance Committee & Finance and Investment Committee Statutory Audit Committee	Member Member Member	4 4 5	4 4 3
6	Mr. Vadlamudi Raja	7	5	Finance Investment CommitteeandAudit, Risk Management Committee	Member Member	4 4	3 3
7	Mrs Rekha Gopalkrishnan	7	4	NONE	NONE	NONE	NONE
8	Mr Vivek Kalla	7	2	Finance Investment Committeeand Audit, Management Committee Risk	Member Member	4 4	1 1
9	Mrs Aderonke Adedeji	7	3	Establishment, Remuneration Governance Committee & Audit, Risk Management Committee	Member Member	4 4	1 1
10	Dr Nosike Agokei	7	2	Statutory Audit Committee	Member	4	1

Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.	Names	Position Held	Gender
1	Mr. Rajesh Kamble	Managing Director/CEO	Male
2	Mr. Vivek Kalla	Executive Director	Male
3	Mrs Ifeyinwa Edet	AGM Marketing/Business Development	Female
4	Mr Oluwadare Emmanuel	AGM Accounts & Finance/Chief Finance Officer	Male
5	Mrs Patricia Jibrin-Yaro	AGM Technical	Female
6	Mrs Eunice Aina	AGM Internal Audit & Control	Female
7	Mrs Chidinma Ibe-Louis	Company Secretary	Female
8	Mr. Michael Osazuwa	AGM Oil & Energy/Special Risks	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, it has an approved Charter.
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 diverse professional qualifications as well as financial and technical backgrounds. Their experiences range from Finance, Accountancy, Law, Economics, Audit, Investment Banking, and Insurance.
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 policy which provides diversity, inclusion, and equality to all staff irrespective of their gender, race, religion, ethnicity, marital or social class.
iii) Are there directors holding concurrent directorships? Yes/No If yes, state names of the directors and the companies?	Yes. Mr Rajesh Kamble- Leadway Pensure Ltd; Leadway Hotels Ltd. Mrs Funmi Oyetunji - Nova Merchant Bank Ltd; Beyond Credit Ltd; Advantage Health Africa, Trove Technology. Mr. N. Chandra Prasad - GIC Housing Finance Limited, India; India International Insurance Pte. Ltd, Singapore; Kshema Capital Private Limited, India; Kshema Holdings Private Limited, India; Kshema General Insurance Ltd, India. Mrs Aderonke Adedeji - Leadway Holdings Ltd, Planet Governance Advisory Limited, Adelle & Woss Ltd, Raadvantage. Dr Nosike Agokei - Planet Capital Ltd, Planet Governance Ltd; Certari Asset Management Ltd; PPE International Resources Ltd; Egbosi Investments Ltd.
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 Executive Director do not chair of any Board Committee.

Leadway Pensure Ltd; Leadway

Nova Merchant Bank Ltd;

Trove

GIC Housing Finance

Limited, India; India International Insurance Pte. Ltd,

Kshema

Leadway Holdings Ltd, , Adelle & Woss

Planet Capital Ltd, Planet

PPE

not