FINANCIAL REPORTING COUNCIL OF NIGERIA
Ministry of Industry, Trade & Investment)
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:
- 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. |
- An explanation on how you are applying the principle, or otherwise should be included as part of your response.
- Not Applicable (N/A) is not a valid response.
Section B - General Information
S/No. | Items | Details |
i. | Company Name | ARDOVA PLC |
ii. | Date of Incorporation | December 11, 1964 |
iii. | RC Number | 4119 |
iv. | License Number | |
v. | Company Physical Address | 1, AP/Conoil Road, Ijora, Lagos |
vi. | Company Website Address | http://www.ardovaplc.com |
vii. | Financial Year End | 31 December 2022 |
viii. | Is the Company a part of a Group/Holding Company? Yes/No | Yes |
If yes, please state the name of the Group/Holding Company | ||
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Ardova Plc is the holding Company. The | ||
Subsidiary Companies are: Enyo Retail and | ||
Supply Ltd, Ardogreen Energy Ltd, Axles | ||
and Cartage Limited, AP Renewables | ||
Limited, AP LPG Limited | ||
ix. | Name and Address of Company Secretary | Oladeinde Nelson-Cole |
1 AP/ Conoil Road, Ijora, Apapa Lagos. | ||
x. | Name and Address of External Auditor(s) | Deloitte &Touche |
Civic Towers, Ozumba Mbadiwe Avenue, | ||
Victoria Island, Lagos | ||
xi. | Name and Address of Registrar(s) | Veritas Registrars Limited |
Plot 89A, Ajose Adeogun Street, Victoria | ||
Island, Lagos State | ||
xii. | Investor Relations Contact Person | Korede Ologun |
(E-mail and Phone No.) | K.ologun@ardovaplc.com, | |
08025896670 | ||
xiii. | Name of the Governance Evaluation Consultant | We are in discussion with Society for |
Corporate Governance regarding the | ||
conduct of this exercise. | ||
xiv. | Name of the Board Evaluation Consultant | J.K Randle International |
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. | AbdulWasiu Sowami | Chairman (NED) | Male | June 20, 2019 | |
2. | Olumide Adeosun | CEO (ED) | Male | June 20,2019 | |
3. | Moshood Olajide | ED,Finance &Risk Mgt | Male | June 20, 2019 | |
4. | Aniola Durosinmi-Etti | INED | Female | June 20, 2019 | |
5. | Olusola Adeeyo | INED | Male | June 20, 2019 | |
6. | Mohammed Aminu Umar | NED | Male | June 20, 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 | No. of | Membership of | Designation | Number of Committee | Number of |
Board | Board | Board | (Member or | Meetings Held in the | Committee | ||
Meetings | Meetings | Committees | Chairman) | Reporting Year | Meetings | ||
Held in the | Attended | Attended in | |||||
Reporting | in the | the | |||||
Year | Reporting | Reporting | |||||
Year | Year | ||||||
1. | AbdulWasiu Sowami | 4 | 4 | No | Chairman | 0 | 0 |
of the | |||||||
Board | |||||||
2. | Olumide Adeosun | 4 | 4 | Board Risk | Member | 2 | 2 |
Management | |||||||
Committee | |||||||
3. | Moshood Olajide | 4 | 4 | Board Risk | Member | 2 | 2 |
Management | |||||||
Committee | |||||||
4. | Aniola Durosinmi-Etti (Mrs.) | 4 | 4 | Board | Chairman | 2 | 2 |
Governance | |||||||
and | |||||||
Remuneration | |||||||
Committee | |||||||
Board Risk | Member | 2 | 2 | ||||
Management | |||||||
Committee | |||||||
5. | Mohammed Aminu Umar | 4 | 4 | Board Risk | Chairman | 2 | 2 |
Management | |||||||
Committee | |||||||
Board | Member | 2 | 2 | ||||
Governance | |||||||
&Remuneration | |||||||
Committee | |||||||
Statutory Audit | Member | 4 | 4 | ||||
Committee | |||||||
6. | Olusola Adeeyo | 4 | 3 | Statutory Audit | Chairman | 4 | 4 |
Committee | |||||||
Board | Member | 2 | 2 | ||||
Governance & | |||||||
Remuneration | |||||||
committee | |||||||
Section D - Details of Senior Management of the Company
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
1. Senior Management:
S/No. | Names | Position Held | Gender |
1. | Oladeinde Nelson-Cole | Company Secretary /General Counsel | Male |
2. | Sade Taiwo | GM, Integrated Supply &Trading | Female |
3. | Habiba Abubakar | GM, Channels | Female |
4. | Ibrahim Bamgbopa | Gm, Projects & Engineering | Male |
5. | David Fulani | GM, Operation | Male |
6. | Gabriel Orukpe | GM, EHSSQ & Govt. Relations | Male |
7. | Abiodun Ope-Adesanya | GM, Human Capital Management | Female |
8. | Edidiong Ekwere | GM, Strategy & Business Transformation | Female |
9. | Adeonke Akilo | GM, Axles &Cartage Ltd | Female |
10. | Funmilola Kalejaiye | Head, Corporate Services | Female |
11. | Babatunde Zaccheaus | Business Assurance & Compliance | Male |
12. | Ibiyemi Fashina | Mgr, Legal Properties | Female |
13. | Korede Ologun | Senior Analyst, Investors Relation | Male |
14. | James Makinde | GM, Commercial Development | Male |
15. | Ololade Adebisi | Manager, Risk & Sustainability | Female |
16. | Oluseun Ismail | Manager, Treasury & Investments | Female |
17. | Arinola Shobande | Mgr, Bands and Corporate | Female |
Communications | |||
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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 | i) Does the Board have an approved Charter | Yes | |||
Board | which sets out its responsibilities and terms | It was last reviewed 2020 | |||||||
of reference? Yes/No | |||||||||
"A successful Company is | |||||||||
If yes, when was it last reviewed? | |||||||||
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 | See profile of Directors attached | |||||||
and Composition | experiences of the directors? | ||||||||
"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 " | |||||||||
ii) Does the company have a Board- | Yes, this is provided for in the Corporate Governance | ||||||||
approved diversity policy? Yes/No | Framework, Employee Handbook, Human Rights Policy. | ||||||||
If yes, to what extent have the diversity | Below is the report on gender ratio of male to female | ||||||||
targets been achieved? | |||||||||
employees as at 31 December 2022 when compared | |||||||||
with 2021: | |||||||||
a) 2021 - 84% : 16% | |||||||||
b) 2022 - 80% : 20% | |||||||||
iii) Are there directors holding concurrent | Yes | ||||||||
directorships? Yes/No | a) Olusola Adeeyo-; Axa Mansard Insurance PLC | ||||||||
If yes, state names of the directors and the | |||||||||
b) | Abdulwasiu Sowami: Prudent E&P LTD, FES Energy | ||||||||
companies? | |||||||||
Limited (UAE), Ignite Investment & Commodities | |||||||||
Limited, Prudent Gas LTD, and Prudent Effsow | |||||||||
Commodities LTD, | |||||||||
c) | Mohammed Aminu Umar: Integrated Shipping | ||||||||
Services Nigeria LTD, Sea Transport Services Nigeria | |||||||||
Ltd | |||||||||
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
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Ardova plc published this content on 06 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 March 2023 17:44:07 UTC.