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 recognizes 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:

  • i. 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.

  • iii. An explanation on how you are applying the principle, or otherwise should be included as part of your response.

  • iv. Not Applicable (N/A) is not a valid response.

Section B - General Information

S/No.

Items

Details

i.

Company Name

MRS Oil Nigeria Plc

ii.

Date of Incorporation

August 12, 1969

iii.

RC Number

6442

iv.

License Number

v.

Company Physical Address

No. 2 Tincan Island, Port Road, Apapa, Lagos.

vi.

Company Website Address

www.mrsoilnigplc.net

vii.

Financial Year End

December 31, 2021

viii.

Is the Company a part of a Group/Holding Company?

Yes/No

If yes, please state the name of the Group/Holding Company

Yes

MRS Holdings Limited

ix.

Name and Address of Company Secretary

Mrs. Oluwakemi M. Jafojo.

No. 2 Tincan Island, Port Road, Apapa, Lagos.

x.

Name and Address of External Auditor(s)

Deloitte & Touche.

Civic Towers, Ozumba Mbadiwe Road, Victoria Island, Lagos.

xi.

Name and Address of Registrar(s)

First Registrars and Investor Services Limited. No. 2 Abebe Village Road, Iganmu 12242, Lagos.

xii.

Investor Relations Contact Person (E-mail and Phone No.)

Juliet Ekwunife

jekwunife@mrsholdings.com

07065258757

xiii.

Name of the Governance Evaluation Consultant

During the reporting year, the Company did not engage the services of a Governance Evaluation Consultant.

xiv.

Name of the Board Evaluation Consultant

Will be determined next week following the conclusion to the procurement process.

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

1. Board Details:

S/No.

Names of Board Members

Designation

(Chairman, MD, INED, NED, ED)

Gender

Date First Appointed/ Elected

Remark

1.

PATRICE ALBERTI

CHAIRMAN

MALE

MARCH 23, 2009

2.

MR. MARCO STORARI

MANAGING DIRECTOR

MALE

AUGUST 5, 2020

3.

MS. AMINA MAINA

NON-EXECUTIVE DIRECTOR

FEMALE

NOVEMBER 12, 2013

4.

MR. MATTHEW AKINLADE

INDEPENDENT DIRECTOR

MALE

APRIL 28, 2017

5.

SIR SUNDAY NWOSUNNAMDI

NON-EXECUTIVE DIRECTOR

MALE

APRIL 28, 2017

6

DR. AMOBI NWOKAFORDANIEL

NON-EXECUTIVE DIRECTOR

MALE

APRIL 28, 2017

7.

MRS. PRISCILLA OGWEMOH

NON-EXECUTIVE DIRECTOR

FEMALE

MARCH 1, 2019

2. Attendance at Board and Committee Meetings:

S/No.

Names MembersofBoard

No. of Board Meetings Held in the Reporting Year

No. Board Meetingsof

Attended in the Reporting Year

Membership Board Committeesof

Designation (Member or Chairman)

Number of Committee Meetings Held in the Reporting Year

Number of Committee Meetings Attended in the Reporting Year

PATRICE ALBERTI

7

7

The Chairman of the Board is not a member of any Board Committee.

CHAIRMAN

The Chairman did not attend any Committee meetings in the Reporting Year.

The Chairman is not a member of any Board Committee and did not attend any Board Committee meetings.

MR. STORARIMARCO

7

6

RISK, STRATEGIC AND FINANCE PLANNING

MEMBER

3

3

MS. AMINA MAINA

7

7

RISK, STRATEGIC AND FINANCE PLANNING

CHAIRMAN

3

3

AUDIT

MEMBER

5

4

HUMAN RESOURCES

MEMBER

4

4

MR. AKINLADEMATTHEW

7

7

HUMAN RESOURCES

CHAIRMAN

4

4

RISK, STRATEGIC AND FINANCE PLANNING

MEMBER

3

3

BOARD NOMINATION CORPORATE GOVERNANCEAND

MEMBER

1

1

SIR SUNDAY NNAMDI NWOSU

7

7

BOARD NOMINATION CORPORATE GOVERNANCEAND

CHAIRMAN

1

1

HUMAN RESOURCES

MEMBER

4

4

RISK, STRATEGIC AND FINANCE PLANNING

MEMBER

3

3

DR. AMOBI DANIEL NWOKAFOR

7

7

AUDIT

COMMITTEE CHAIRMAN TILL APRIL 28, 2021

5

1

RISK, STRATEGIC AND FINANCE PLANNING

MEMBER

3

3

BOARD NOMINATION CORPORATE GOVERNANCEAND

MEMBER

1

1

MRS. PRISCILLA OGWEMOH

7

7

AUDIT

MEMBER

5

5

BOARD NOMINATION CORPORATE GOVERNANCEAND

MEMBER

1

1

HUMAN RESOURCES

MEMBER

4

4

Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.

Names

Position Held

Gender

1.

MR. MARCO STORARI

MANAGING DIRECTOR

MALE

2.

MRS. OLUWAKEMI M. JAFOJO

COMPANY SECRETARY

FEMALE

3.

MR. SAMSON ADEJONWO

CHIEF FINANCE OFFICER

MALE

4.

MR. ABIODUN ALABI

CHIEF INTERNAL AUDITOR

MALE

5.

COL. ADEBISI ADESANYA

CHIEF SECURITY OFFICER

MALE

6.

MR. OLAWALE BADRU

CHIEF LEGAL COUNSEL

MALE

7.

MR. MUIDEEN SALAMI

ACCOUNTS MANAGER

MALE

8.

MR. SUNDAY OYEKALE

HEAD, RISK AND COMPLIANCE

MALE

9.

MRS. OLAYEMI OYEYIOLA

HUMAN RESOURCES MANAGER

FEMALE

10.

MS. STACEY OBIELU

TREASURY MANAGER

FEMALE

11.

MR. SAMUEL MOSES

CHIEF MARKETING OFFICER

MALE

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

"A successful Company is 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"

i) Does the Board have an approved Charter which sets out its responsibilities and terms of reference? Yes/No

If yes, when was it last reviewed?

Yes.

The Board has an approved Board Charter. The last review and approval by the Board was on April 8, 2021.

Principle 2: Board Structure and Composition

"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 "

i) What are the qualifications and experiences of the directors?

The Board is constituted of qualified individuals with the appropriate skills and diversity. The Directors hold qualifications in various areas which include finance, accounting, law and business management with over twenty (20) years experience of Boardroom practice, wealth of industry and business experiences to efficiently manage the Company's affairs.

ii) Does the company have a Board-approved diversity policy? Yes/No

If yes, to what extent have the diversity targets been achieved?

Yes.

The Nomination and Governance Committee of the Board ensures that the selection criteria for Board appointments are based on diversity of knowledge and experience in line with Section 3.4 of the approved Board Charter.

iii) Are there directors holding concurrent directorships? Yes/No

If yes, state names of the directors and the companies?

Yes.

Mr. Marco Storari. Mr. Storari is an Executive Director of MRS Holdings Limited.

Ms. Amina Maina. Ms. Maina is an Executive Director of MRS Holdings Limited and Executive Director, MRS Oil & Gas Company Limited.

Mr. Matthew Akinlade. Mr. Akinlade is a Director of UAC of Nigeria Plc, Creseada International Limited, and NCR Nigeria Plc.

Sir Sunday N. Nwosu. Sir Nwosu is a Director of Nigerian Aviation Handling Company Plc (NAHCO Aviance), RT Briscoe (Nigeria) Plc, Kajola Integrated Investments Plc, Obuchi Limited and Sunnaco Nig Ltd.

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.

No.

The MD/CEO Committee.

doesnotchairanyBoard

Principle 3: Chairman

"The Chairman is responsible for providing overall

i)Is the Chairman a member or chair of any of the Board Committees? Yes/no

If yes, list them.

No.

The Chairman is not a member of any Board Committee.

5

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MRS Oil Nigeria plc published this content on 31 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 March 2022 08:05:13 UTC.