UNITED CAPITAL : NCCG COMPLIANCE REPORT FOR FULL YEAR ENDED DECEMBER 31, 2022

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	UNITED CAPITAL PLC
ii.	Date of Incorporation	MARCH 14, 2002
iii.	RC Number	444999
iv.	License Number	100
v.	Company Physical Address	AFRILAND TOWERS, 97/105 BROAD STREET,
		LAGOS
vi.	Company Website Address	www.unitedcapitalplcgroup.com
vii.	Financial Year End	DECEMBER 31
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	LEO OKAFOR
		AFRILAND TOWERS, 97/105 BROAD STREET,
		LAGOS
x.	Name and Address of External Auditor(s)	PRICEWATERHOUSECOOPERS (PwC)
		LANDMARK TOWERS, WATER CORPORATION
		DRIVE, ONIRU, VICTORIA ISLAND, LAGOS
xi.	Name and Address of Registrar(s)	AFRICA PRUDENTIAL PLC
		222B, IKORODU ROAD, PALMGROVE, LAGOS
xii.	Investor Relations Contact Person	IFE AKINLEYE
	(E-mail and Phone No.)	[e-mail]
		01-6317892
xiii.	Name of the Governance Evaluation Consultant	Angela Aneke & Co.
xiv.	Name of the Board Evaluation Consultant	Angela Aneke & Co.

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	CHIKA MORDI	CHAIRMAN	MALE	JANUARY 10, 2014	---
2	EMMANUEL NNOROM	NED	MALE	JANUARY 10, 2014	---
3.	SONNY IROCHE	INED	MALE	OCTOBER 2, 2018	---
4.	STEPHEN NWADIUKO	INED	MALE	OCTOBER 2, 2018	---
5.	OLADIPUPO FATOKUN	INED	MALE	FEBRUARY 14, 2020	---
6.	SUTURA AISHA BELLO	INED	FEMALE	DECEMBER 14, 2020	---
7.	LEKE OGUNLEWE	NED	MALE	OCTOBER 29, 2021	---
8.	TOKUNBO AJAYI	NED	FEMALE	APRIL 28, 2021	Resigned,
					Effective April 8,
					2022

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

9.	PETER ASHADE	GROUP MD/CEO	MALE	JULY 2, 2018	---
10.	SUNNY ANENE	DEPUTY GROUP MD/CEO	MALE	JANUARY 2, 2019	---

2. Attendance at Board and Committee Meetings:

S/No.	Names of Board Members	No.	of	No.	of	Membership	Designation	Number of	Number	of
		Board		Board		of	Board	(Member or	Committee	Committee Meetings
		Meetings	Meetings	Committees	Chairman)	Meetings	Attended in	the
		Held in the	Attended				Held in the	Reporting Year
		Reporting	in	the				Reporting
		Year		Reporting				Year
				Year
1.	CHIKA MORDI	5		5		NIL		NIL	4	NIL
2.	EMMANUEL NNOROM	5		5		2		CHAIRMAN	4	4
3.	SONNY IROCHE	5		5		1		MEMBER	4	4
4.	STEPHEN NWADIUKO	5		5		1		MEMBER	4	4
5.	OLADIPUPO FATOKUN	5		5		1		CHAIRMAN	4	4
6.	SUTURA AISHA BELLO	5		4		1		MEMBER	4	4
7.	LEKE OGUNLEWE	5		5		2		MEMBER	4	4
8.	TOKUNBO AJAYI*	5		1		2		MEMBER	4	1
	*Resigned effective April 8,
	2022
9.	PETER ASHADE	5		5		1		MEMBER	4	4
10.	SUNNY ANENE	5		5		1		MEMBER	4	4

Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.	Names	Position Held	Gender
1.	PETER ASHADE	GROUP CEO	MALE
2.	SUNNY ANENE	DEPUTY GROUP CEO	MALE
3.	ODIRI OGINNI	CEO, ASSET MANAGEMENT	FEMALE
4.	BAWO ORITSEJAFOR	CEO, SECURITIES	MALE
5.	BUKY IKEOTUONYE	CEO, TRUSTEES	FEMALE
6.	GBADEBO ADENRELE	MD, INVESTMENT BANKING	MALE
7.	LEO OKAFOR	GENERAL COUNSEL/GROUP COMPANY SECRETARY	MALE
8.	SHEDRACK ONAKPOMA	GROUP CHIEF FINANCE OFFICER	MALE
9.	SEYE KOMOLAFE	DIRECTOR OF RESOURCES	MALE
10.	ADETOLA FASUYI	HEAD, WEALTH MANAGEMENT	FEMALE
11.	RICHARD AKINDELE	HEAD, CONSUMER FINANCE	MALE
12.	OGAGA UWHUSEBA	HEAD, AUDIT & BUSINESS ASSURANCE	MALE
13.	EMEKA ATUMA	HEAD, RISK MANAGEMENT	MALE
14.	DAMILARE MESIMO	HEAD, DIGITAL BUSINESS	MALE
15.	TOLU LATUNJI	HEAD, MARKETING & CORPORATE COMMUNICATIONS	MALE
16.	OLUWABUNMI OLUSESI	GROUP HEAD, OPERATIONS	FEMALE

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

17.	MOHAMMED BAGUDU	REGIONAL DIRECTOR, NORTH	MALE
18.	SEUN BABASOLA	REGIONAL DIRECTOR, SOUTH	MALE
19.	LUCKY OKOKPUJIE	REGIONAL DIRECTOR, WEST	MALE
20.	EJIKEME OKOLI	HEAD, STRATEGY & INNOVATION	MALE
21.	TESILIMI YUSUF	DIRECTOR, DIGITAL TRANSFORMATION	MALE
22.	NDUKA MBA-UZOUKWU	GROUP HEAD, CUSTOMER EXPERIENCE	MALE

Section E - Application

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Principles

Reporting Questions

Explanation on application or deviation

Part A - Board of Directors and Officers of the Board

Principle

1:

Role

of

the

i) Does the Board have an approved Charter which sets

YES, the Board has an approved Charter which

Board

out its responsibilities and terms of reference? Yes

was reviewed in 2021.

"A successful Company is

YES

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"

Principle 2: Board Structure

i) What are the qualifications and experiences of the

The Board comprises Directors who are

and Composition

directors?

experienced and knowledgeable in financial

"The effective discharge of

-

Chika Mordi (Chairman): Bsc, Msc, MBA, MPA.

services, with a proven track record.

Former

Executive Director

at

United

Bank for

the

responsibilities

of

the

Africa Plc

and currently

the

Chief

Executive

Board and its committees is

Officer of National Competitiveness Council of

assured by an appropriate

Nigeria.

He

has

over

25

years

working

balance

of

skills

and

experience.

diversity

(including

experience

and

gender)

-

Emmanuel

Nnorom

(NED):

FCA, Advanced

without

compromising

Management

Programme

Certificate,

competence,

Templeton

College,

United

Kingdom. Retired

independence

and

Executive Director at United Bank for Africa Plc.

integrity "

Currently the Group Chief Executive Director at

Heirs Holdings Limited. He has over 30 years

working experience.

-

Sonny Iroche (INED): BSc, MBA. Retired Executive

Director at Transmission Company of Nigeria,

former Economic Adviser to the Abia State

Government, Board Member, First Merchant

Bank of Sierra Leone (2000-2003). He has over 30

years working experience.

-

Stephen Nwadiuko (INED): Bsc, Msc, FCA, FCIB,

FCIN, ACIP. A retired Deputy Director, Banking

Supervision at the Central Bank of Nigeria.

Currently, the CEO of First Guarantee Pensions.

He has over 30 years working experience.

-

Oladipupo Fatokun (INED): Bsc, MBA, FCA, FCIB.

Worked in several capacities at the Central Bank

of Nigeria (CBN) before his retirement as a

Director in the Banking Services Department.

-

Sutura Aisha Bello (INED): B.Sc., MBA, MSc. She

has over 30 years' experience across key sectors

including Investment Banking, Project Finance,

Infrastructure,

Commercial

Banking with

reputable institutions including the World Bank,

OPEC Fund for International Development in

Vienna, Austria, Infrastructure Concession and

Regulatory

Commission,

Debt Management

Office etc.

-

Tokunbo Ajayi (NED): LL. B, BL. She has over 30

years' experience in the financial markets and

specifically in the trusteeship space. Prior to her

appointment as Non-Executive Director, she was

the MD/CEO of United Capital Trustees Limited.

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018