Vitafoam Nigeria : NIG PLC.-NCCG 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			Vitafoam Nigeria Plc
ii.		Date of Incorporation			4th August 1962
iii.		RC Number			3094
iv.		License Number			Not Applicable
v.		Company Physical Address		140, Oba-Akran Avenue, Ikeja, Lagos
vi.		Company Website Address		www.vitafoam.com.ng
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		Mr. Olalekan Sanni- 140, Oba-Akran Avenue,
						Ikeja, Lagos.
x.		Name and Address of External Auditor(s)		PricewaterhouseCoopers- Landmark Towers,
						Plot 5B, Water Corporation Road, Victoria-
						Island, Lagos.
xi.		Name and Address of Registrar(s)		Meristem Registrars & Probate Services Ltd-
						213, Herbert Macaulay Way, Adekunle, Yaba
xii.		Investor Relations Contact Person		Mr. Olaelekan Sanni-
		(E-mail and Phone No.)			[e-mail]
				0817-458-9608
xiii.		Name of the Governance Evaluation Consultant		None
xiv.		Name of the Board Evaluation Consultant		IOD Center for Corporate Governance
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			Prof. Rosemary Egonmwan	Chairman	Female		1st	October 2017
2.			Mr. Adeniyi Taiwo	MD	Male		4th June 2015
3.			Mr. Bamidele Sola Owoade	ED	Male		18th December 2018
4.			Mr. Joseph Alegbesogie	ED	Male		18th December 2018
5.			Mr. Gambo Dahiru	ED	Male		25th May 2023
6.			Mr. Olaoluwa Ogunfeyitimi	ED	Male		25th May 2023
7.			Mr. Ademola Bolarinde	NED	Male		26th May 2023
8			Mr. Zakari Sada	NED	Female		16th November 2022
9			Mr. Abdul Akhor-Bello	INED	Male		4th March 2021
10			Mr. Gerson Parreira Silva	NED	Male		1st	October 2017
11			Mr. Achike Charles Umunna	NED	Male		19th December 2019

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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	Membership	Designation	Number of Committee	Number of
		Meetings	Board	of Board	(Member or	Meetings Held in the	Committee
		Held in the	Meetings	Committees	Chairman)	Reporting Year	Meetings
		Reporting	Attended				Attended in
		Year	in the				the
			Reporting				Reporting
			Year				Year
1	Mr. Taiwo Adeniyi	7	7	Risk, Finance &	Member	4	4
				General Purpose
				Nomination &	Member	3	3
				Governance
				Committee
				Establishment &	Member	2	2
				Remuneration
				Committee
2.	Mr. Abdul Akhor Bello	7	7	Risk, Finance &	Chairman	4	4
				General Purpose
				Committee
				Statutory Audit	Member	4	4
				Committee
3.	Mr. Joseph Alegbesogie	7	7	Not Applicable	Not Applicable
4	Mrs. Ademola Bolarinde	7	2	Establishment &	Member	2	1
				Remuneration
				Committee
5	Mr. Achike Charles Umunna	7	7	Risk Finance &	Member	4	1
				General Purpose
				Committee
				Establishment &	Chairman	2	2
				Remuneration
				Committee
6.	Mr. Gerson Parreira Silva	7	7	Nomination &	Member	3	3
				Governance
				Committee
7.	Prof. Mrs. Rosemary Egonmwan	7	7	Not Applicable	Not Applicable
8.	Mr. Zakari Sada	7	6	Nomination &	Chairman	3	2
				Governance
				Committee
				Statutory Audit	Member	4	4
				Committee
9.	Mr. Bamidele Sola Owoade	7	7	Establishment &	Member	2	2
				Remuneration
				Committee
10.	Mr. Dahiru Gambo	7	3	Not Applicable	Not Applicable
11.	Mr. Olaoluwa Ogunfeyitimi	7	3	Not Applicable	Not Applicable

Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.	Names	Position Held	Gender
1.	Mr. Taiwo Adeniyi	GMD/CEO	Male
2.	Mr. Bamidele Sola Owoade	Technical Director	Male
3	Mr. Joseph Alegbesogie	Finance Director	Male
4	Mr. Gambo Dahiru	Commercial Director	Male
5	Mr. Olaoluwa Ogunfeyitimi	Supply Chain Director	Male

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

6	Mr. Olalekan Sanni	Company Secretary	Male
7	Mr. Tunde Olanipekun	Head of Internal Audit	Male
8	Mr. Lanre Savage	Head of Technical	Male
9	Miss Kofoworola Giwa	Brand Manager	Female

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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	i) Does the Board have an approved Charter	Yes. It was last reviewed in the year 2023
"A	successful	Company is	which sets out its responsibilities and terms of
reference? Yes/No
headed	by	an	effective	If yes, when was it last reviewed?
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	Our directors have qualifications from diverse fields ranging from
and Composition			of the directors?	Chemical Engineering, Chemistry, Human Resources,
"The	effective	discharge	of		Mechanical Engineering, Pharmacy, Accounting, Law etc. with
	years of cognate experience.
the	responsibilities	of	the	ii) Does the company have a Board-approved
Board and its committees is
diversity policy? Yes/No
assured by an appropriate
If yes, to what extent have the diversity targets
balance of skills and diversity	We currently have a female as the Chairman of the Board while
been achieved?
(including	experience and	efforts are ongoing towards improvement.
gender)			without	iii) Are there directors holding concurrent	Yes in our Subsidiaries. Mr. Taiwo Adeniyi sits on the Board
compromising	competence,	directorships? Yes/No	of Vitapur Nigeria Ltd, Vitablom Nigeria Ltd and Vono
independence andintegrity "	If yes, state names of the directors and the	Furniture Products Ltd, Mr. Joseph Alegbesogie sits on the
						companies?	Board of Vitapur Nigeria Limited, Mr. Sola Owoade sits on
							the Board of Vitablom Nigeria Ltd, Mr. Ola Ogunfeyitimi sits
							on the Board of Vitafoam Sierra Leone Ltd and Vitavisco
							Nig. Ltd while Mr. Dahiru Gambo sits on the Board of Vono
							Furniture Products Ltd.
							No
						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.
Principle 3: Chairman		i) Is the Chairman a member or chair of any of	No. The Chairman is not a member of any Board Committee.
"The Chairman is responsible	the Board Committees? Yes/no
If yes, list them.
for	providing	overall
leadership of the Company	ii) At which Committee meeting(s) was the	None
and the Board, and eliciting	Chairman in attendance during the period
the constructive participation	under review ?
of all Directors to facilitate
effective	direction	of	the
iii) Is the Chairman an INED or a NED?	The Chairman is an INED
Board"
						iv) Is the Chairman a former MD/CEO or ED of	No
						the Company? Yes/No
						If yes, when did his/her tenure as MD end?
						v) When was he/she appointed as Chairman?	2ndth March, 2023
						vi) Are the roles and responsibilities of the	Yes. In the Board Charter
						Chairman clearly defined? Yes/No
						If yes, specify which document

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

		Principles			Reporting Questions	Explanation on application or deviation
Principle	4:		Managing	i) Does the MD/CEO have a contract of	Yes. He currently has a contract of employment with the
Director/	Chief	Executive	employment which sets out his authority	company.
Officer						and relationship with the Board? Yes/No
"The			Managing	If no, in which documents is itspecified?
Director/Chief		Executive	ii) Does the MD/CEO declare any conflict of	Yes. He declared his conflict of interest upon appointment
Officer is the head of	interest on appointment, annually,	and he is expected to further declare if any arose thereafter
management delegated by	thereafter and as they occur? Yes/No
the Board to run the affairs of
iii) Which of the Board Committee meetings did	Risk, Finance & General Purpose Committee, Nomination &
the Company to achieve its
strategic	objectives	for	the MD/CEO attend during the period	Governance Committee and Establishment & Remuneration
sustainable		corporate	under review?	Committee.
performance"
				iv) Is the MD/CEO serving as NED in any other	Yes, In three of our subsidiary Companies. Vitapur Nigeria
							company? Yes/no.	Limited, Vitablom Nigeria, Vono Furniture Products Ltd and
							If yes, please state the company(ies)?	Vitafoam Sierra-Leone
							v) Is the membership of the MD/CEO in these	Yes
							companies in line with the Board-approved
							policies? Yes/No
Principle	5:		Executive	i) Do the EDs have contracts of employment?	Yes
Directors						Yes/no
Executive	Directors	support
ii) If yes, do the contracts of employment set out	Yes.
the Managing Director/Chief	the roles and responsibilities of the EDs?
Executive	Officer		in	the	Yes/No
	If no, in which document are the roles and
operations andmanagement
responsibilities specified?
of the Company
							iii) Do the EDs declare any conflict of interest on	Yes. They all declared their conflict of interest upon
							appointment, annually, thereafter and as	appointment and they are further expected to declare if any
							they occur? Yes/No	arose thereafter.
							iv) Are there EDs serving as NEDs in any other	Yes. Mr. Joseph Alegbesogie sits on the Board of Vitapur Nigeria
							company? Yes/No	Ltd as a NED.
							If yes, please list	Mr. Sola Owoade sit on the Board of Vitablom Nigeria Limited.
								Mr. Ola Ogunfeyitimi sits on the Board of Vitafoam Sierra Leone
								and Vitavisco Nigeria Ltd.
								Mr. Dahiru Gambo sits on the Board of Vono furniture Products
								Ltd.
							v) Are their memberships in these companies	Yes
							in line with Board-approved policy? Yes/No
Principle 6: Non-Executive	i) Are the roles and responsibilities of the NEDs	Yes. In their letters of engagements and Board Charter
Directors						clearly defined and documented? Yes/No
Non-Executive Directors bring	If yes, where are these documented?
to	bear	their	knowledge,	ii) Do the NEDs have letters of appointment	Yes
expertise	and	independent	specifying their duties, liabilities and terms of
judgment on issues of strategy	engagement? Yes/No
and	performance	on	the
iii) Do the NEDs declare any conflict of interest	Yes. They declared their conflict of interest upon
Board
							on appointment, annually, thereafter and	appointment and they are expected to further declare
							as they occur? Yes/No	annually.
							iv) Are NEDs provided with information relating	Yes. They are provided with full details of company
							to the management of the company and	operation on quarterly basis and also when demanded.
							on all Board matters? Yes/No
							If yes, when is the information provided to
							the NEDs
							v) What is the process of ensuring completeness	The Information is prepared by various Heads of
							and adequacy of the information	Department and reviewed by the MD/CEO
							provided?
							vi) Do NEDs have unfettered access to the EDs,	Yes
							Company Secretary and the Internal
							Auditor? Yes/No
Principle 7: Independent Non-	i) Do the INEDs meet the independence criteria	Yes
Executive Directors				prescribed under Section 7.2 of the Code?
							Yes/No

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Principles

Reporting Questions

Explanation on application or deviation

Independent Non-Executive

ii)

Are there any exceptions?

No

Directors bring a high degree

of objectivity to the Board for

iii)

What is the process of selecting INEDs?

Vetting is done by the Nominations & Governance

sustaining

stakeholder

trust

Committee in line with the Board Appointment Policy

and confidence"

iv) Do the INEDs have letters of appointment

Yes

specifying their duties, liabilities and terms of

engagement? Yes/No

v) Do the INEDs declare any conflict of interest

Yes. They declared their conflict of interest upon

on appointment, annually, thereafter and

appointment and they are expected to further declare if any

as they occur? Yes/No

arose thereafter

vi) Does the Board ascertain and confirm the

Yes. The Board ensures that the requirements of the

independence of the INEDs? Yes/No

Corporate Governance codes are adhered to before

If yes, how often?

appointment.

What is the process?

vii) Is the INED a Shareholder of the Company?

Yes. Prof (Mrs.) R.I. Egonmwan holds 101,940 units

Yes/No

representing 0.008% of issued shares while Mr. Abdul Akhor

If yes, what is the percentage

Bello holds 171,860 units which represents 0.00013% of issued

shareholding?

shares of the company.

viii) Does the INED have another relationship with

No

the Company apart from directorship

and/or shareholding? Yes/No

If yes, provide details.

ix) What are the components of INEDs

Directors fees ,Sitting Allowance and Welfare Allowance

remuneration?

Principle

8:

Company

i) Is the Company Secretary in-house or

In-House

Secretary

outsourced?

"The Company

Secretary

ii) What is the qualification and experience of

The Company Secretary is a Legal Practitioner and a

support

the

effectiveness of

the Company Secretary?

Chartered Secretary with over 25 years' post qualification

the Board by assisting the

experience. He also has over 20 years' cognate experience

Board and management to

in Company Secretarial practice.

develop

good

corporate

iii)

Where

the

Company Secretary

is

an

Yes

governance

practices

and

employee of the Company, is the person a

culture within the Company"

member of senior management?

iv) Who does the Company Secretary report to?

The Board with dotted line reporting to the MD/CEO

v) What is the appointment and removal

As stipulated in Companies and Allied Matters Act.

process of the Company Secretary?

vi) Who

undertakes

and

approves

the

The MD/CEO

performance appraisal of the Company

Secretary?

Principle

9:

Access

to

i) Does the company have a Board-approved

Yes.

Independent Advice

policy that allows directors access to

"Directors

are

sometimes

independent

professional

advice

in

the

discharge of their duties? Yes/No

required to make decisions of

Board Charter

If yes, where is it documented?

a technical

and

complex

nature

that

may

require

ii) Who bears the cost for the independent

The Company bears the cost if the reason for the advice, the

independent

external

professional advice?

scope and associated costs are officially disclosed to the

expertise"

company, discussed and approved.

iii) During the

period

under

review,

did

the

Not Officially.

Directors

obtain

any

independent

professional advice? Yes/No

If yes, provide details.

Principle 10: Meetings of the

i) What is the process for reviewing and

Minutes of the previous meetings are reviewed and approved at

Board

approving minutes of Board meetings?

subsequent meetings and thereafter signed by the Chairman and

"Meetings

are

the

principal

entered in the minutes' book

ii) What are the timelines for sending the minutes

At least two weeks ahead of the next meeting.

vehicle

for conducting

the

to Directors?

business of the Board and

successfully fulfilling the

iii) What are the implications for Directors who

They may not be eligible for re-election at the AGM.

do not meet the Company policy on meeting

Records of attendance are displayed in the Annual Reports

attendance?

of the company. It is also a factor during their appraisal.

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

vii) What is the proportion of INEDs to NEDs on the Committee responsible for Nomination and Governance?

viii) Is the chairman of the Committee a NED or INED ?

ix) Does the Company have a succession plan policy? Yes/No

If yes, how often is it reviewed?

x) How often are Board and Committee charters as well as other governance policies reviewed?

xi) How does the committee report on its activities to the Board?

Principles		Reporting Questions	Explanation on application or deviation
strategic objectives of the
Company"
Principle		11:	Board	i) Do the Board Committees have Board- Yes
Committees			approved Charters which set out their
"To ensure	efficiency	and	responsibilities and terms of reference?
Yes/No
effectiveness,	the	Board
delegates	some of its	ii) What is the process for reviewing and	Minutes are extensively reviewed at subsequent meetings,
functions,		duties	and	approving minutes of Board Committee of	corrections made and thereafter approved by the Committee
responsibilities	to	well-	meetings?	through a resolution proposed by one member and seconded by
structured		committees,		another member of the committee
without	abdicating	its	iii) What are the timelines for sending the minutes At least two weeks before the next meeting.
responsibilities"		to the directors?

1. Who acts as Secretary to board committees? The Company Secretary
2. What Board Committees are responsible for the following matters?

a)	Nomination and Governance	(a) Nomination & Governance Committee
b)	Remuneration	(b) Establishment & Remuneration Committee.
c)	Audit	(c) Statutory Audit Committee
d)	Risk Management	(d) Risk, Finance & General Purpose Committee

1. What is the process of appointing the chair of The Board designate the Chair of each committee based on

each committee ?

experience, expertise and qualifications

Committee responsible for Nomination and Governance

2 NED : 0 INED

NED

Yes.

It is reviewed periodically

Periodically

Minutes of its meetings are submitted to the Board. The Chairman of the Committee also formally reports the outcome of a Committee meeting at the next Board meeting.

Committee responsible for Remuneration

xii) What is the proportion of INEDs to NEDs on	2 NED : 0 INED
the	Committee	responsible	for
Remuneration?
xiii) Is the chairman of the Committee a NED or	NED
INED ?
		Committee	responsible for Audit

1. Does the Company have a Board Audit NO Committee separate from the Statutory Audit Committee? Yes/No

xv) Are members of the Committee responsible	Yes
for Audit financially literate? Yes/No
xvi) What are their qualifications and	Accounting, Administration, Law and Finance backgrounds
experience?
xvii) Name the financial expert(s) on the	Mr. Abdul Akhor Bello, Mr. Achike Charles Umunna and
Committee responsible for Audit	Comrade Adenrele and Rev. Elushade.

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Principles			Reporting Questions		Explanation on application or deviation
			xviii) How often does the Committee responsible	It is reviewed Quarterly
			for Audit review the internal auditor's
			reports?
			xix) Does the Company have a Board approved	Yes
			internal control framework in place?
			Yes/No
			xx) How does the Board monitor compliance	Through its Statutory Audit Committee
			with the internal control framework?
			xxi) Does the Committee responsible for Audit	Yes
			review the External Auditors management
			letter, Key Audit Matters and management
			response to issues raised? Yes/No
			Please explain.
			xxii) Is there a Board-approved policy that	Yes
			clearly specifies the non-audit services that
			the external auditor shall not provide?
			Yes/No
			xxiii) How many times did the Audit Committee	Quarterly Audit Committee meetings
			hold discussions with the head of internal
			audit function and external auditors without
			the management during the period under
			review?
						Committee responsible for Risk Management
			xxiv) Is the Chairman of the Risk Committee a	INED
			NED or an INED?
			xxv) Is	there a Board approved Risk	It is in process.
			Management framework? Yes/No?
			If yes, when was it approved?
			xxvi) How often does the Committee review the	It would be stated in the proposed document
			adequacy and effectiveness of the Risk
			Management Controls in place?
			Date of last review
			xxvii) Does the Company have a Board-	It is in process.
			approved	IT	Data	Governance
			Framework? Yes/No
			If yes, how often is it reviewed?
			xxviii) How often does the Committee receive	This would be captured in the proposed document
			and review compliance report on the IT
			Data Governance Framework?
			xxix) Is the Chief Risk Officer (CRO) a member of	Yes
			Senior Management and does he have
			relevant experience for this role? Yes/No
			xxx) How many meetings of the Committee did	4
			the CRO attend during the period under
			review?
Principle 12: Appointment to	i) Is there a Board-approved policy for the	Yes
the Board			appointment of Directors? Yes/No
"A written,	clearly defined,
ii) What criteria are considered for their	Expertise, Qualifications, Availability and Experience.
rigorous,	formal	and	appointment?
transparent procedure serves
iii) What is the Board process for ascertaining	Background checks of prospective Directors are done by the
as a guide for the selectionof
that prospective directors are fit and proper	Nomination and Governance Committee before recommendation
Directors	to ensure	the
persons?				id made to the Board for appointment.
appointment of high-quality
individuals to the Board"
	iv) Is there a defined tenure for the following:	Yes.
			a)	The Chairman			(a) Maximum of 10 years ( 2 terms of 5 years each or 70 years
			b)	The MD/CEO			(b) Attainment of 60 years retirement age
			c)	INED				(c) Maximum of 10 years ( 2 terms of 5 years each or 70 years

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Principles

Reporting Questions

Explanation on application or deviation

d)

NED

(d)Maximum of 10 years (2 terms of 5 years each) or 70 years

e)

EDs

(e) Until Terminated or Retires at the age of 60 years.

v) Please state the tenure

As stated above

vi) Does the Board have a process to ensure that

Yes.

it is refreshed periodically? Yes/No?

Principle

13: Induction

and

i) Does the Board have a formal induction

Yes

Continuing Education

programme for new directors? Yes/No

"A

formal

induction

ii) During the period under review, were new

Yes. June 2023

programme

on

joining

the

Directors appointed? Yes/No

Board as well as regular

If yes, provide date ofinduction.

training

assists

Directors

to

iii) Are Directors provided relevant training to

Yes. Training was attended by some Directors within the period

effectively

discharge

their

duties to the Company"

enable them effectively discharge their

under review at the Institute of Directors.

duties? Yes/No

If yes, provide training details.

iv) How do you assess the training needs of

Through the Board Evaluation Reports

Directors?

v) Is there a Board-approved training plan?

Yes

Yes/No

vi) Has it been budgeted for? Yes/No

At the beginning of the Financial Year

Principle 14: Board Evaluation

i) Is there a Board-approved policy for

Yes

"Annual

Board

evaluation

evaluating Board performance? Yes/No

assesses how each Director,

the committees of the Board

ii) For the period under review, was there any

Yes

and the Board are committed

Board

Evaluation

exercise

conducted?

to their roles, work together

Yes/No

and

continue to

contribute

effectively

to

the

iii) If yes, indicate whether internal or external.

External: December 2022

achievement

of

the

Company's objectives"

Provide date of last evaluation.

iv) Has the Board Evaluation report been

Yes. Meeting held on 15th December, 2022

presented to the full Board? Yes/No

If yes, indicate date of presentation.

v) Did the Chairman discuss the evaluation

Yes

report with the individual directors? Yes/No

vi) Is the result of the evaluation for each Director

Yes

considered in the re-election process?

Yes/No

Principle

15:

Corporate

i) For the period under review, has the Company

No

Governance Evaluation

conducted

a

corporate

governance

"Institutionalizing a system for

evaluation? Yes/No

If yes, provide date of the evaluation.

evaluating

the

Company's

corporate

governance

ii) Is the result of the Corporate Governance

Corporate Governance Evaluation was not conducted during the

practices

ensures

that

its

Evaluation presented and considered by the

period under review

governance

standards,

Board? Yes/No

practices and processes are

iii) If yes, please indicate the date of last

Corporate Governance Evaluation was not conducted during the

adequate and effective"

presentation.

period under review

iv) Is the summary of the Corporate Governance

Corporate Governance Evaluation was not conducted during the

Evaluation included in the annual reports and

period under review

Investors portal? Yes/No

Principle 16: Remuneration

i) Is there a

Board-approved Directors'

Yes. Periodically

Governance

remuneration policy? Yes/No

If yes, how often is it reviewed?

10

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018