BETA GLASS : NCCG 2018 REPORTING TEMPLATE OF BETA GLASS PLC FOR 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.

1. 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

Section B - General Information

S/No.	Items	Details
i.	Company Name	BETA GLASS PLC
ii.	Date of Incorporation	JUNE 26, 1974
iii.	RC Number	13215
iv.	License Number	N/A
v.	Company Physical Address	IDDO HOUSE, IDDO, LAGOS
vi.	Company Website Address	www.frigoglass.com
vii.	Financial Year End	31ST DECEMBER
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	ADEBOLA ADEBISI (MS.) IDDO HOUSE,
		IDDO, LAGOS
x.	Name and Address of External Auditor(s)	ERNST &YOUNG NIGERIA
		UBA HOUS, MARINA, LAGOS
xi.	Name and Address of Registrar(s)	CARDINAL STONE (REGISTRARS)
		LIMITED, 335/337, HERBERT MACAULAY
		WAY, SABO- YABA, LAGOS
xii.	Investor Relations Contact Person	SHANKER DHANIKONDA
	(E-mail and Phone No.)	234 1 9063203, 2806701
		[e-mail]
xiii.	Name of the Governance Evaluation Consultant	NIL
xiv.	Name of the Board Evaluation Consultant	PWC

Section C - Details of Board of the Company and Attendance at Meetings

1. Board Details:

S/No.	Names of Board Members	Designation (Chairman,	Gender	Date First	Remark
		MD, INED, NED, ED)		Appointed/ Elected
1	Otunba Abimbola Ogunbanjo OFR	CHAIRMAN, NED	Male	28/09/2010
	Mr. Darren Bennett-Voci	MANAGING DIRECTOR	Male	17/03/2016
	Dr. Zulikat Wuraola Abiola	INED	Female	06/07/2017
	Ms. Olunfunmilola Adefope	NED	Female	22/03/2018
	Mr. Haralambos (Harry) George	NED	Male	24/04/2008
	David
	Mr. Nikolaos Mamoulis	NED	Male	17/03/2016
	Ms. Oluwaseun Abimisola Oni	INED	Female	21/09/2017
	Mr. Emmanuoil Metaxakis	NED	Male	01/07/2020
	Mrs. Clare Omatseye	INED	Female	01/07/2020

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE

2. Attendance at Board and Committee Meetings:

S/No.	Names of Board Members	No. of Board	No. of	Membership of	Designation	Number of Committee	Number of
		Meetings Held	Board	Board	(Member or	Meetings Held in the	Committee
		in the	Meetings	Committees	Chairman)	Reporting Year	Meetings
		Reporting	Attended				Attended in
		Year	in the				the Reporting
			Reporting				Year
			Year
1	Otunba Abimbola Ogunbanjo OFR	4	4	None	Chairman
2	Mr. Darren Bennett-Voci	4	4	None	Managing
					Director
3	Dr. Zulikat Wuraola Abiola	4	4	Governance &	Member	See Below	See Below
				Remuneration
				Committee
				(GaRC)
4	Ms. Olunfunmilola Adefope	4	4	Board Risk &	Member	See Below	See Below
				Audit Committee
				(BRaC)
5	Mr. Haralambos (Harry) George	4	4	None	Member	See Below	See Below
	David
6	Mr. Nikolaos Mamoulis	4	4	GaRC	Member	See Below	See Below
7	Ms. Oluwaseun Abimisola Oni	4	4	BRaC	Member	See Below	See Below
8	Mr. Emmanuoil Metaxakis	4	4	BRaC	Member	See Below	See Below
9	Mrs. Clare Omatseye	4	4	GaRC	Member	See Below	See Below
	BOARD RISK & AUDIT
	COMMITTEE
1	Ms. Oluwaseun Abimisola Oni				Chairman	4	4
2	Mr. Emmanuoil Metaxakis				Member	4	4
3	Ms. Olunfunmilola Adefope				Member	4	4
	GOVERNANCE AND
	REMUNERATION
	COMMITTEE
1	Dr. Zulikat Wuraola Abiola				Chairman	4	4
2	Mr. Nikolaos Mamoulis				Member	4	3
3	Mr. Emmanuoil Metaxakis				Member	4	4
4	Mrs. Clare Omatseye				Member	4	4

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Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.	Names	Position Held	Gender
	Mr. Darren Bennett-Voci	Managing Director	Male
	Mr. Shanker Dhanikonda	Chief Financial Officer	Male
	Mrs. Osa Osowa	Human Resources Manager	Female
	Mr. Bidemi Shokunbi	Internal Audit Manager	Male
	Mr. Jagdish Prasad Agarwal	Operations Director	Male
	Mr. Petros Kalaitzis	Supply Chain Manager	Male

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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 which sets out	Yes
"A successful Company is headed	its responsibilities and terms of reference? Yes/No	Reviewed in 2022
If yes, when was it last reviewed?
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 and	i) What are the qualifications and experiences of the	The Directors are professional who are well established in various
Composition						directors?	fields of endeavor
"The	effective	discharge	of	the
ii) Does the company have a Board-approved diversity	Yes
responsibilities of the Board and its	policy? Yes/No	The diversity is reflected in the membership composition of the
committees	is	assured	by	an
If yes, to what extent have the diversity targets been	Board
appropriate	balance	of	skills	and
achieved?
diversity (including experience and
gender)					without
				iii) Are there directors holding concurrent directorships?	No
compromising		competence,
	Yes/No
independence andintegrity "
	If yes, state names of the directors and the companies?
										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 the Board	No
"The Chairman is responsible for	Committees? Yes/no
If yes, list them.
providing overall leadership of the
Company	and	the	Board,	and
ii) At which Committee meeting(s) was the Chairman in	None
eliciting		the	constructive
	attendance during the period under review ?
participation of all Directors to
facilitate effective direction of the
Board"
									iii) Is the Chairman an INED or a NED?	NED
									iv) Is the Chairman a former MD/CEO or ED of the	No
									Company? Yes/No
									If yes, when did his/her tenure as MD end?
									v) When was he/she appointed as Chairman?	July 9, 2015
									vi) Are the roles and responsibilities of the Chairman	Yes
									clearly defined? Yes/No	The Board Charter
									If yes, specify which document

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE