UAC of Nigeria : UACN Audited Financial Statements for the year ended 31 December 2023

UAC of Nigeria PLC

Consolidated and Separate Financial Statements for the year ended 31 December 2023

UAC of Nigeria PLC
Consolidated and separate financial statements
for the year ended 31 December 2023
Content	Page
Corporate information	1
Investor relations statement	2
Financial Highlights to the Audited Consolidated and Separate Financial Statements	3
Directors' report	4
Certification pursuant to section 405(1) of Companies and Allied Matters Act, 2020	11
Statement of directors' responsibilities	12
Audit committee report	13
Certification of Management's assessment of Internal Control over Financial Reporting	14
Management's report on the effectiveness of Internal Control over Financial Reporting	15
Independent auditors' report	16
Independent auditor's limited assurance report on effectiveness of internal control over financial reporting	22
Audited financial statements
Consolidated and separate statements of profit or loss and other comprehensive income	24
Consolidated and separate statements of financial position	25
Consolidated and separate statements of changes in equity	26
Consolidated and separate statements of cash flows	27
Notes to the consolidated and separate financial statements	28
Other national disclosures
Shareholding Structure/Free Float Status	89
Statement of value added	90
Five year financial summary - Group	91
Five year financial summary - Company	92

UAC of Nigeria PLC

Corporate Information

Board of Directors Mr. Daniel Owor Agbor

Mr. Folasope Babasola Aiyesimoju Mrs. Babafunke Adesua Ijaiya-Oladipo Dr. Vitus Chidiebere Ezinwa

Mr. Adebolanle Oluwademilade Badejo Mr. Khalifa Adebayo Biobaku

Mr. Babatunde Oladele Kasali Mr. Bolaji Adekunle Odunsi Mrs. Suzanne Olufunke Iroche Mr. Karl Olutokun Toriola

Company Secretary/Group General Counsel Ayomipo Wey

Email: [e-mail]

Registered Office UAC House,

1-5 Odunlami Street, Marina, Lagos

Company Websitewww.uacnplc.com

Bankers

First Bank of Nigeria Limited Access Bank PLC

FSDH Merchant Bank Limited Guaranty Trust Bank Limited Union Bank of Nigeria PLC United Bank for Africa PLC Zenith Bank PLC

Stanbic IBTC Bank Limited Coronation Merchant Bank LimitedIndependent Auditor KPMG Professional Services, KPMG Tower,

Bishop Aboyade Cole Street, Victoria Island, Lagos

Tel: [phone] (or 8599)

The Registrar

Africa Prudential PLC 220B Ikorodu Road, Palmgrove,

Lagos

Phone: 0700 AFRIPUD or 0700 237 47783

Email: [e-mail]

Tax Identification Number (TIN) 01767079-0001

Non-Executive Chairman Group Managing Director Group Finance Director

Chief Operating Officer (Resigned effective 27 July 2023)

Group Investment Director (Appointed with effect from July 28, 2023) Non-Executive Director

Non-Executive Director (Retired effective 21 June 2023) Independent Non-Executive Director

Independent Non-Executive Director Independent Non-Executive Director

1

UAC of Nigeria PLC

Investor Relations Statement

UAC of Nigeria PLC has a dedicated investors' portal on its corporate website which can be accessed via this link:https://www.uacnplc.com. The Company's Group Finance Director can also be reached through electronic mail at:[e-mail]; or telephone on: [phone] for any investment related enquiry.

2

UAC of Nigeria PLC

Financial Highlights to the Audited Consolidated and Separate Financial Statements

Group

Company

2023	2022	%	2023
N'000	N'000	change	N'000
Revenue	120,528,463	109,270,399	10	1,142,234	1,008,941	13
Operating Profit/(loss)	9,092,633	(2,383,926)	n/m	6,537,233	441,687	n/m
Net finance income/(cost)	2,387,818	(2,084,834)	n/m	3,377,129	289,021	n/m
Profit/(loss) before minimum tax	12,340,054	(4,365,316)	n/m	9,914,362	730,708	n/m
Minimum tax	(356,275)	(456,730)	(22)	-	-	-
Income tax (expense)/credit	(3,075,665)	822,543	n/m	(1,374,991)	(48,880)	n/m
Profit/(loss) after tax for the year from continuing operations	8,908,114	(3,999,503)	n/m	8,539,371	681,828	n/m
Profit/(loss) after tax for the year from discontinued operations	-	6,508	n/m	-	-	-
Profit/(loss) for the year	8,908,114	(3,992,995)	n/m	8,539,371	681,828	n/m
Total equity	53,181,592	45,280,211	17	39,166,370	31,286,674	25
Total equity and liabilities	112,345,472	93,827,611	20	54,385,890	40,620,810	34
Cash and cash equivalents	25,269,620	16,196,969	56	15,840,658	4,957,606	220
Earnings/(loss) per share (kobo) - Basic	314	(107)	n/m	295	24	1,152
Dividend per share (kobo) - Actual	22	n/m	-	22	n/m
Dividend per share (kobo) - Proposed	n/m	n/m
NGX quotation as at December 31 (kobo)	25	25
Number of shares in issue ('000)	(0)	(0)
Market capitalisation as at December 31 (N'000)	25	25
n/m - Not meaningful

2022

%N'000 change

- 22 1,285 2,926,132 37,600,792

- 1,025 2,926,132 29,992,851

22 1,285

- 1,025

• 2,926,132 2,926,132

• 37,600,792 29,992,851

3

UAC of Nigeria PLC

Consolidated and separate financial statements for the year ended 31 December 2023

Directors' Report

The Directors have the pleasure of presenting the annual report for the year ended 31st December 2023, together with the audited consolidated and separate financial statements of UAC of Nigeria PLC and its subsidiaries (the "Group").

Profit for the year

Profit/(loss) for the year

Group

Company

2023	2022	2023	2022
₦'000	₦'000	₦'000	₦'000
8,908,114	(3,992,995)	8,539,372	681,828

Dividend

The Directors have recommended the payment of an ordinary dividend of 22 Kobo (2022: 22 Kobo) per ordinary share to members. The resolution to this effect will be put to the meeting, for the approval of members.

Activities

UAC of Nigeria PLC is a holding company with five (5) subsidiaries with interests organised around four (4) principal sectors as follows: Animal Feeds and other Edibles, Paints, Packaged Food and Beverages, and Quick Service Restaurants. The Company also has interests in a leading logistics company as well as a real estate development company.

Corporate Governance

This Corporate Governance Report (this "Report") contains detailed information on the Company's governance structures, policies, and practices, as well as insights into environmental and social risks and opportunities. The Company's corporate governance is structured in compliance with the provisions of its Memorandum and Articles of Association; and applicable statutory provisions as may be amended from time to time, such as the Companies and Allied Matters Act of 2020 ("CAMA"), the Investment and Securities Act No. 29 of 2007, the Securities and Exchange Commission's Corporate Governance Guidelines ("SCGG"), the Nigerian Code of Corporate Governance of 2018 (the "NCCG"), and the Rules and Regulations of the Securities and Exchange Commission and the Rule Book of the Nigerian Exchange Limited.

The Board of Directors

The Company's Articles of Association stipulate that the Board of Directors shall control and manage the Company's business, and exercise any rights not reserved to be exercised by the Company in general meetings as required by statute or the Articles of Association.

As at the time of this Report, the Company's Board of Directors (the "Board") comprises eight (8) members consisting of five (5) Non-Executive Directors and three (3) Executive Directors. The Board is headed by a Non-Executive Chairman, distinct from the Group Managing Director ("GMD"). The GMD leads the management team of the Company in accordance with the Board's mandate. The current members of the Board and their classification are as follows:

Mr. Daniel O Agbor	Non-Executive Chairman
Mr. Khalifa A Biobaku	Non- Executive Vice Chairman
Mr. Folasope B Aiyesimoju	Group Managing Director
Mrs. Babafunke A Ijaiya-Oladipo	Group Finance Director
Mr. Adebolanle O Badejo	Group Investment Director
Mr. Bolaji A Odunsi	Independent Non-Executive Director
Mrs. Suzanne O Iroche	Independent Non-Executive Director
Mr. Karl O Toriola	Independent Non-Executive Director

All Directors have access to the advice, guidance and services of the Company Secretary. With the approval of the Chairman of the Board, Non-Executive Directors may elect to seek advice from third-party professionals in areas where such advice will enhance the quality of their contributions to Board deliberations.

The following are matters reserved for the Board:

• a) Considering and making decisions on Company policies and strategies formulated and presented to the Board by senior management, as well as oversight of the management and conduct of the business;

• b) Oversight over, and approval of, the Company's risk management framework;

• c) Succession planning and the appointment, training, remuneration and replacement of Board members and senior management;

• d) Oversight of the effectiveness and adequacy of internal control systems;

• e) Oversight of the maintenance of the Company's communication and information dissemination policies;

• f) Performance appraisals and compensation for Board members and senior executives;

• g) Ensuring effective communication with shareholders and the investing public;

• h) Ensuring the integrity of financial controls and reports;

• i) Ensuring ethical standards are maintained including approving and enforcing a code of ethics and business practices for the Company, employees and Directors;

• j) Ensuring compliance with the Company's Memorandum and Articles of Association, applicable laws, regulations, standards and the Nigerian Code of Corporate Governance 2018;

• k) Defining the scope of authority delegated to Board Committees and senior management, including relevant checks and balances; and

• l) Defining the scope of corporate social responsibility through the approval of relevant policies.

4

UAC of Nigeria PLC

Consolidated and separate financial statements for the year ended 31 December 2023

Gender diversity and proportion of women in UAC of Nigeria PLC

The Company remains committed to ensuring equal workplace opportunities regardless of gender, within the organization. There is notable representation of women within middle and senior management, as well as at the board level across the Group.

Board appointment process, induction and training of board members

The process for appointing Directors involves an assessment to identify the necessity of appointing an additional Director, either to fill a vacancy or otherwise. The curriculum vitae of suitable candidates proposed by Board members, taking into consideration the required skills, competence and experience, are referred to the Governance and Remuneration Committee (the "GRC").

The GRC reviews the suitability of potential candidates in line with the Board's requirements and may seek input from stakeholders, including Directors, shareholders, advisers, consultants, and senior management. If the requirement is for an Executive Director, the GRC will rely on input from the GMD and the Chief Operating Officer ("COO"). Where the role to be filled is that of the GMD, the Board Chairman shall be engaged.

Changes on the Board are timeously communicated to relevant regulatory authorities and the investing public. Any Director who is appointed by the Board is presented at the next Annual General Meeting of the members of the Company for election in line with statutory requirements. In line with 285 CAMA, one-third of the non-executive members of the Board retire by rotation at Annual General Meetings. These board members have the option to present themselves for re-election to the Board at Annual General Meetings.

Directors' induction and training

Newly appointed Non-Executive Directors receive detailed letters of appointment from the Company while Executive Directors enter into contracts of service that are negotiated and agreed upon. Letters of appointment set out the terms of reference of the Board and its Committees, the Board structure, the Board Plan for the current year, remuneration, demands on his/ her time, and disclosure requirements. Letters of appointment are accompanied by induction packs containing relevant Company documents and policies such as the Memorandum and Articles of Association of the Company; the Company's latest Annual Report and Accounts; SCGG; the NCCG; the Company's Code of Business Conduct; and major policies of the Company approved by the Board. Newly appointed Directors are provided with Board and Board Committee minutes to help them gain valuable insights and have a better understanding of the key deliberations of the Board in the preceding years. In addition, newly appointed Directors receive briefings on various aspects including UAC legacy, core values and business verticals. The orientation covers corporate governance framework; fiduciary duties of Directors; the Company's delegation of authority framework; the Company's investor relations; and performance and talent management at the Company. Additionally, they are also given an overview of the Company's budget to enhance their understanding of its financial landscape.

Furthermore, the Directors hold sessions with the Executive Management, who provide insight regarding the Company's operations. To further enhance their knowledge and skills, periodic training programs are organized for Board members from time to time. This continuous learning approach ensures that Directors stay informed and well-equipped to fulfil their roles effectively.

Board Evaluation

To assess the effectiveness of the Board, Board Committees and individual Directors, a comprehensive Board evaluation was conducted for the financial year ended, December 31, 2023. As permitted by relevant laws, the evaluation for the 2023 financial year was conducted by the Company Secretary. Upon completion of the evaluation exercise, the Company Secretary opined that the Board, to a significant extent entrenches corporate governance best practices, complied with governance principles, procedures and practices stipulated by the NCCG and the SCGG. The Company Secretary also reviewed the recommendations proposed by DCSL Corporate Services Limited during the 2022 Board evaluation exercise and found that all of said recommendations have been implemented.

Corporate Governance Assessment

To assess the corporate governance effectiveness of the Company, a comprehensive corporate governance assessment was conducted for the financial year ended, December 31, 2023. As permitted by relevant laws, the corporate governance assessment for the 2023 financial year was conducted by the Company Secretary. Upon completion of the exercise, the Company Secretary opined that the Company and the Board are in substantial compliance with corporate governance best practices, complied with governance principles, procedures and practices stipulated by the NCCG and the SCGG. The Company Secretary also reviewed the recommendations proposed by DCSL Corporate Services Limited during the 2022 Corporate Governance assessment exercise and found that all of said recommendations have been implemented.

Retirement, Re-Election, and Election of Directors

Retirement

Mr. Babatunde Kasali, a Non-Executive Director and member of the Board Governance and Remuneration Committee, retired from the Board effective June 21, 2023.

The Board extends its sincere appreciation to Mr. Kasali for his contributions and dedication since his appointment in 2013 and wishes him all the best as he proceeds on retirement from the Board.

Re-Election and Retirement

In accordance with Article 90 (3) of the Articles of Association of the Company and Section 285 of CAMA, the directors retiring by rotation are Mr. Bolaji Odunsi and Mr. Khalifa Biobaku. Mr. Bolaji Odunsi and Mr. Khalifa Biobaku being eligible, offer themselves for re-election. The biographical information of Mr. Bolaji Odunsi and Mr. Khalifa Biobaku are contained on the Company's website (www.uacnplc.com).

Appointment/Election

Mr. Adebolanle Badejo, the Group Investment Director, who was appointed to the Board since the last Annual General Meeting, will retire at the meeting, and being eligible, offers himself for election. Mr. Adebolanle Badejo's biographical information is contained on the Company's website (www.uacnplc.com).

5

UAC of Nigeria PLC

Consolidated and separate financial statements for the year ended 31 December 2023

Board meetings

The Board met six (6) times during the 2023 financial year. The following table shows the attendance of Directors at the Board Meetings:

Attendance of Directors at 2023 Board Meetings

Directors

29/3/2023

28/4/ 2023

21/6/2023

28/7/2023

27/10/2023

8/12/2023

Mr. Dan Agbor

P

P

P

P

P

P

Mr. Folasope Aiyesimoju Dr. Vitus Ezinwa

P

P

P

P

P

P

P

P

P

NLM

NLM

NLM

(resigned w.e.f 27/07/2023) Mrs. Funke Ijaiya-Oladipo Mr. Adebolanle Badejo (appointed w.e.f. 28/07/2023) Mr. Babatunde Kasali (retired w.e.f 21/06/2023) Mr. Bolaji Odunsi

P

P

P

P

P

P

P

NYM

NYM

NYM

NYM

P

P

P

NLM

NLM

NLM

NLM

Mrs. Suzanne Iroche Mr. Karl Toriola

Mr. Khalifa Biobaku

P P AWA P

P P P P

P

P P P

AWA P

AWA P

P

P P

P P

P P P

Keys:

P - Present

AWA - Absent with apology NLM - No longer a member NYM - Not yet a member

Composition of Board Committees

In the 2023 financial year, the Board functioned through two (2) Board Committees, namely: Risk Management Committee and Governance and Remuneration Committee. Board

Committees provide recommendations for approval by the full Board.

1. The Risk Management Committee

As of December 31, 2023, the Risk Management Committee comprised three (3) members, two (2) Non-Executive Directors and the GMD.

The Terms of Reference of the Risk Management Committee are as follows:

• a) Making recommendations to the Statutory Audit Committee of the Company regarding appointment of Independent Auditor;

• b) Assessing the independence of the Company's designated Independent Auditors before they are appointed, and from time to time thereafter, bearing in mind that:

  • - an Independent Auditor cannot function in the role of management;

  • - an Independent Auditor cannot audit its own work; and

  • - an Independent Auditor cannot serve in an advocacy role for its client.

• c) Understanding the principal risks to achieving the Company's objectives;

• d) Overseeing the establishment of a management framework that defines the Company's risk policy, risk appetite, and risk limits;

• e) Ensuring that the Company's business profile and plans are consistent with the Company's risk appetite;

• f) Assisting the Board in overseeing risk management, and monitoring the Company's performance in relation to risk management;

• g) Periodically reviewing the key controls, processes, and practices of the Company, including limit structure;

• h) Monitoring, reviewing and challenging all aspects of the Company's profile, and key risk management practices;

• i) Periodically evaluating the Company's risk profile, action plans to manage substantial risks, and progress on the implementation of these plans;

• j) Monitoring risk management policies to ensure they are integrated into the Company's culture;

• k) Reviewing quarterly risk management reports, and making recommendations to the Board on appropriate actions;

• l) Ensuring the Company's risk exposures are within risk control approval limits;

• m) Assessing new risk-return opportunities;

• n) Undertaking at least annually, a thorough risk assessment covering all aspects of the Company's business and using the results of the risk assessment to update the risk management framework of the Company;

• o) Reviewing the structure for, and implementation of, risk measurement and reporting standards, as well as, methodologies;

• p) Ensuring disclosure of the Company's risk management policies and practices in the Company's Annual Report;

• q) Reviewing UAC management's updates on implementation levels of internal and external auditor's recommendations;

• r) Recommending for Board approval, the appointment of an Internal Audit Service Provider;

• s) Periodically evaluating the performance of UAC's Internal Audit Service Provider and making recommendations to the Board;

• t) Periodically reviewing the adequacy of the resources with which the Internal Audit and Risk management functions discharge their duties;

• u) Overseeing the establishment of Whistle Blowing procedures;

• v) Overseeing UAC's policies and processes regarding financial reporting;

• w) Overseeing UAC's treasury reporting, including cash forecasting;

• x) Reviewing the Group's operational performance;

• y) Making recommendations to the Board on capital expenditure and specific projects and their financing within the overall approved plan;

• z) Making recommendations on the management of UAC's cash and debt exposure / borrowings; and

• aa) Monitoring compliance with applicable laws and regulations.

6

UAC of Nigeria PLC

Consolidated and separate financial statements for the year ended 31 December 2023

The Committee met four (4) times during the 2023 financial year. The following table shows the attendance of members

Directors	27/3/2023	25/4/2023	25/7/2023	24/10/2023
Mr Bolaji Odunsi	P	P	AWA	P
Mr Folasope Aiyesimoju	P	P	P	P
Mrs Babafunke Ijaiya-Oladipo	P	P	P	NLM
Mr Karl Toriola	AWA	AWA	AWA	NLM
Mr Khalifa Biobaku	P	P	P	P

Keys:

P - Present

AWA - Absent With Apology NYM - Not Yet a Member NLM - No Longer a Member

2. The Governance and Remuneration Committee

As of December 31, 2023, the Governance and Remuneration Committee comprised three (3) members who are Non-executive Directors. Mrs. Suzanne Iroche, an Independent Non-Executive Director of the Company, is the Chairperson of the Committee. The GMD's participation in the Committee meetings was limited to presenting reports and providing detailed explanations on people management and remuneration proposals (if any).

The following are the terms of reference of the Governance and Remuneration Committee:

• a) Review the structure, size, composition, and commitment of the Board at least annually, and make recommendations on any proposed changes to the Board;

• b) Drive a formal and transparent process for Board appointments;

• c) Assess the contribution of current Board members against their re-nomination suitability, and provide input to Board deliberations in this regard;

• d) Identify individuals suitably qualified to become Board members and make recommendations to the Board for their nomination and appointment as Board members;

• e) Periodically determine the skills, knowledge and experience required on the Board and its committees;

• f) Ensure that the Company has a formal programme for the induction and training of Board members;

• g) Ensure that the Company has a succession policy, and plan in place for the Chairman of the Board, the Group Managing Director, and all other Executive Directors, and Non-Executive Directors, to ensure leadership continuity;

• h) Apply the Company's Remuneration Policy to executive management, and performance evaluation;

• i) Adopt incentive plans, and various governance responsibilities related to remuneration;

• j) Recommend to the Board a Company remuneration structure for all Directors and executive management;

• k) Ensure the periodic review of the Board Charter, the Board Committee Charters, and other governance policies, including the Company's Code of Business Conduct, the Company's Conflict of Interest Policy, and the Company's Whistleblowing Policy.

• l) Ensure that a formal and rigorous annual evaluation of the Board's performance, and that of its committees, the Board Chairperson, and individual Directors, is carried out, and that the evaluation exercises are supervised by the GRC, and are carried out annually, and that each evaluation is carried out by an independent external consultant; and

• m) Ensure that a formal and rigorous annual evaluation of corporate governance, including the extent of application of all relevant corporate governance legislation and regulations, is carried out, and that the evaluation exercise is supervised by the GRC, and is carried out annually, and that each evaluation is carried out by an independent external consultant.

Committee Meetings

The Governance and Remuneration Committee met three (3) times during the 2023 financial year. The following table shows the attendance of committee members at the meetings.

Directors

29/3/2023

27/7/2023

26/10/2023

Mr Suzanne Iroche

P

P

P

Mr. Babatunde Kasali (retired w.e.f 21/06/2023)

P

NLM

NLM

Mr. Khalifa Biobaku

Mr Karl Toriola

P NYM

P NYM

P AWAKey: -

P - Present

AWA - Absent With Apology NYM - Not Yet a Member NLM - No Longer a Member

The Statutory Audit Committee

The Statutory Audit Committee consists of five (5) members, made up of three (3) representatives of shareholders elected at the previous Annual General Meeting for a tenure of one

(1) year; and two (2) representatives of the Board of Directors nominated by the Board. The Chairman of the Committee is Mr. Olabisi Fayombo, a Chartered Accountant, lawyer, and shareholder representative. The Company Secretary is the Secretary to the Committee. In accordance with CAMA, the number of Non-executive Directors in the Committee stands at two (2). Some meetings of the Committee were attended by representatives of our outsourced Internal Audit Service Provider (and later the Group Internal Auditor) and our Independent External Auditors. The Committee operates within the provisions of CAMA; SCGG; the NCCG; and the Company's Audit Committee Charter.

The Statutory Audit Committee met four (4) times during the 2023 financial year. The following table shows attendance of members at the meetings.

Members

28/3/2023

26/4/2023

26/7/20223

25/10/2023

Mr Olabisi Fayombo Mr Matthew Akinlade

P

P

P

P

Mr Kenneth Nwosu Nnabike Mr Babatunde Kasali (retired w.e.f 21/06/2023) Mr Bolaji Odunsi

P P

P P

P P

P P

P

P

NLM

NLM

Mr Khalifa Biobaku

P NYM

P NYM

AWA P

P

P

Keys:

P - Present

AWA - Absent With Apology

NYM - Not Yet a Member NLM - No Longer a Member

7

UAC of Nigeria PLC

Consolidated and separate financial statements for the year ended 31 December 2023

Terms of Reference of the Statutory Audit Committee The following are the terms of reference of the Committee:

• a) Ensuring that the accounting and reporting policies of the Company are in accordance with legal requirements and agreed ethical practices;

• b) Reviewing the scope and planning of audit requirements;

• c) Keeping under review the effectiveness of the Company's system of accounting and internal control;

• d) Making recommendations to the Board regarding the appointment, removal and remuneration of the external auditors of the Company;

• e) Making recommendations to the Board of Directors of the Company regarding the removal of the head of the internal audit function of the Company, or regarding a change in internal audit service provider where internal audit services are outsourced;

• f) Authorising the internal auditor of the Company to carry out investigations into any activities of the Company which may be of interest or concern to the Audit Committee;

• g) Exercising oversight over management's processes to ascertain the integrity of the Company's financial statements, and compliance with all applicable legal and other regulatory requirements; and assess the qualifications and independence of the external auditors, and the performance of the Company's internal audit function as well as that of the external auditors;

• h) Ensuring the establishment of, and exercise oversight over, the internal audit function which provides assurance on the effectiveness of the internal controls;

• i) Ensuring the development of a comprehensive internal control framework for the Company, obtain appropriate (internal and/or external) assurance and report annually in the Company's audited financial report, on the design and operating effectiveness of the Company's internal controls over the financial reporting systems;

• j) Overseeing the process for the identification of fraud across the Company and ensure that adequate prevention, detection and reporting mechanisms are in place;

• k) Discussing the interim or annual audited financial statements as well as significant financial reporting findings and recommendations with management and external auditors prior to recommending same to the Board for their consideration and appropriate action;

• l) Maintaining oversight of financial and non-financial reporting;

• m) Reviewing and ensuring that adequate whistle-blowing policies and procedures are in place and that the issues reported through the whistle-blowing mechanism are summarised and presented to the Board of Directors;

• n) Approving a policy on the nature, extent and terms under which the external auditors may perform non-audit services, and review the independence of the external auditors prior to their appointment to perform non-audit services;

• o) Preserving auditor independence, by approving clear hiring policies for employees or former employees of external auditors; and

• p) Ensuring the development of a Related Party Transactions policy and monitor its implementation by management. The Audit Committee should consider any related party transaction that may arise within the Company.

Control Environment

The Board Risk Management Committee reviews the risk environment of the Company at its quarterly meetings and ensures that internal audit, external audit, and risk and compliance recommendations are fully implemented. A Code of Business Conduct is in place to safeguard business integrity and promote consistent organizational behaviour, by defining and instituting control measures against bribery, fraud and corrupt practices. The Code of Business conduct was reviewed in the 2023 financial year to ensure its applicability to Directors of the Company, updating the whistleblowing lines and creating a reporting line which Directors can report insider trading and conflict of interest to Company Secretary and Group General Counsel. The Company has a Management Risk Committee that ensures risk is proactively and holistically managed and also makes recommendations to the Board Risk Management Committee on risk and control-related matters.

The Company transitioned from an outsourced internal audit services of PricewaterhouseCoopers to the employment of an experienced internal audit professional as Group Internal Auditor. The Company retains the whistle-blowing ethics line services of KPMG Professional Services.

Securities Trading Policy

In compliance with the Rules of Nigerian Exchange Limited, the Company has a Securities Trading Policy to guide Employees and Directors of the Company, persons closely connected to them, and all other insiders of the Company, on trading in the securities of the Company. Under the policy, the closed period shall be effective from the end of the financial period in review (quarterly, half-yearly, and full year) or 15 calendar days prior to the date of any meeting of the Board of Directors proposed to be held to consider any price-sensitive information as defined in the Issuer's rules of Nigerian Exchange Limited, or the date of circulation of the agenda and Board papers pertaining to any price-sensitive information, whichever is earlier, except for the declaration of financial results and dividends which shall be treated under Rule 17.18 (a) (i). Closed periods shall end 24 hours after the price-sensitive information is submitted to Nigerian Exchange Limited via its Issuers' Portal. The trading window shall thereupon be open. We hereby confirm that no Director traded in the securities of the Company within any of the closed periods during the 2023 financial year.

Shareholders Complaints Management Policy

The Company has put in place a Complaints Management Policy to address and resolve concerns raised by our shareholders. The Policy is endorsed by the Board, and senior management is responsible for its implementation, and for monitoring compliance. The Policy is readily accessible on the Company's website.

Tenure of Directors, Professional Advisers and Consultants

Board of Directors

Name	Designation	Years in service
Mr. Daniel Agbor	Non-Executive Chairman	8 years 1 month
Mr. Folasope Aiyesimoju	Group Managing Director	5 years 9 months
Mrs. Babafunke Ijaiya-Oladipo	Group Finance Director	2 years 5 months
Mr. Adebolanle Badejo	Group Investment Director	5 months
Mr. Bolaji Odunsi	Independent Non-Executive Director	5 years 2 months
Mr. Khalifa Biobaku	Non-Executive Director	1 year 9 months
Mrs. Suzanne Iroche	Independent Non-Executive Director	4 years 4 months
Mr. Karl Toriola	Independent Non-Executive Director	4 years

8