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. |
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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.