OKOMU OIL PALM : NIGERIAN CODE OF CORPORATE GOVERNANCE 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				The Okomu Oil Palm Plc
ii.		Date of Incorporation				3 December 1979
iii.		RC Number				RC NO. 30894
iv.		License Number
v.		Company Physical Address			Okomu Oil Palm Estate, Okomu-Udo, Edo State
vi.		Company Website Address			www.okomunigeria.com
vii.		Financial Year End				31 December
viii.		Is the Company a part of a Group/Holding Company?		Yes
		Yes/No
		If yes, please state the name of the Group/Holding		Socfin Group
		Company
ix.		Name and Address of Company Secretary			Mr. Chukwuebuka A. Omerole Okomu Oil For
							P.C. Obi & Co. Palm Company Plc, Benin City,
							Edo State.
x.		Name and Address of External Auditor(s)			Ernst & Young
							10th Floor, UBA House, 57 Marina Road, Lagos
							Island, Lagos
xi.		Name and Address of Registrar(s)			Cardinalstone Registrars Ltd.
							358, Herbert Macaulay Way, Yaba, Lagos.
xii.		Investor Relations Contact Person			Mr. Chukwuebuka A. Omerole
		(E-mail and Phone No.)				Okomu Oil Palm Company Plc, Benin City, Edo
					State.
							[e-mail];09059925654
xiii.		Name of the Governance Evaluation Consultant			Grant Thornton
xiv.		Name of the Board Evaluation Consultant			Grant Thornton
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			Gbenga Oyebode	Chairman	Male		1992
2			Graham Hefer	Managing Director	Male		2007
3			Arnaud Arhainx	Finance Director	Male		2019
4			Sven Claeys	Non-Executive Director	Male		2013
5			David Edebiri	Non-Executive Director	Male		2009
6			Peter Eguasa	Non-Executive Director	Male		1992
7			Hubert Fabri	Non-Executive Director	Male		1990
8			Regis Helsmoortel	Non-Executive Director	Male		2009
9			Asue Ighodalo	Non-Executive Director	Male		2011
10			Vivien Shobo	Independent Non-Executive	Female		2021
				Director
11			Philippe Fabri	Non-Executive Director	Male		2022

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

12	Isabelle Chevalley	Independent Non-Executive	Female	2022
		Director
13	Julien Bastrup-Birk	Independent Non-Executive	Male	2022
		Director

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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 Board	No. of Board	Membership	Designation		Number of	Number of
			Meetings	Meetings	of Board	(Member	or	Committee	Committee
			Held in the	Attended in	Committees	Chairman)		Meetings Held	Meetings
			Reporting	the				in the	Attended in
			Year	Reporting				Reporting	the
				Year				Year	Reporting
									Year
	Gbenga Oyebode	4	4	No
	Graham Hefer	4	4	No
	Arnaud Arhainx	4	4	No
	Regis Helsmoortel	4	3	Audit Committee	Member		4	4
	Sven Claeys	4	4	Risk	Member		3	3
					Management
					Committee
	Chief David Edebiri	4	4	Governance and	Member		4	4
					Remuneration
					Committee
					Risk	Member		4	4
					Management
					Committee
	Peter Eguasa	4	4	Governance and	Member		4	4
					Remuneration
					Committee
					Risk	Chairman		4	4
					Management
					Committee
	Hubert Fabri	4	4	No
	Asue Ighodalo	4	4	Governance and	Chairman		4	4
					Remuneration
					Committee
	Vivien Shobo	4	4	Audit Committee	Chairman		4	4
					Risk	Member		3	3
					Management
					Committee
	Philippe Fabri	4	3	Risk	Member		3	2
					Management
	Isabelle Chevalley	4	3	Governance and	Member		4	3
					Remuneration
					Committee
	Julien Bastrup-Birk	4	2	No

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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:

Name	Surname	Designation	Gender
Ian	Depsy	Workshop Manager	Male
Peter	Akurugo	Development Manager	Male
Asbin	Anderson	Rubber Factory Manager	Male
Arnaud	Arhainx	Finance Director	Male
Balusu	Kumar	Ext 2 oil mill manager	Male
Joseph	Baiju	Rubber Plant. Manager	Male
Mikle	George	HSE Manager	Male
Billy	Ghansah	Agric. Coord. Palm	Male
Graham	Hefer	Managing Director	Male
Khalil	Korim	IT Manager	Male
Micky	Francis	Agric. Coord. Rubber	Male
		Extension 2 Project
Prabhat	Pareekh	Manager	Male
Leonit	Shaji	Industrial Coordinator	Male
Tristan	Thoraval	Nursery Manager	Male
Felix	Odighizuwa	Chief Account	Male
Chris	Amedu	Sales Manager	Male
Wilfred	Okoro	Audit Manager	Male
Samuel	Oseghale	Oil Mill Manager	Male
Glory	Ohwevwo	Palm Plant. Manager	Male
Adekunle	Salami	Estate Manager	Male
Olufemi	Ojo	Estate Maint. Officer	Male
Matthew	Omoregbe	Clinic Doctor	Male
Ikponwosa	Osunbor	Human Resource Manager	Male
Fidelis	Olise	Communication Officer	Male
Chukwuebuka	Omerole	Company Secretary	Male

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018