UAC OF NIGERIA : CORPORATE GOVERNANCE REPORT - 2021

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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.
3. An explanation on how you are applying the principle, or otherwise should be included as part of your response.
4. Not Applicable (N/A) is not a valid response.

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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Section B - General Information

S/No.			Items			Details
i.	Company Name			UAC OF NIGERIA PLC
ii.	Date of Incorporation			APRIL 22, 1931
iii.	RC Number			341
iv.	License Number			IT IS NOT A REQUIREMENT FOR THE
					COMPANY
v.	Company Physical Address		UAC HOUSE, 1-5 ODUNLAMI STREET, LAGOS
vi.	Company Website Address		www.uacnplc.com
vii.	Financial Year End			DECEMBER 31
viii.	Is the Company a part of a Group/Holding Company?	YES
	Yes/No			THE COMPANY IS ITSELF A HOLDING
	If yes, please state the name of the Group/Holding	COMPANY
	Company
ix.	Name and Address of Company Secretary		FOR THE REPORTING PERIOD:
					NKEMDIRIM AGBOTI OF 1-5 ODUNLAMI
					STREET, LAGOS [RESIGNED W.E.F 1st
					FEBRUARY 2022]
					CURRENT COMPANY SECRETARY:
					AYOMIPO WEY
					1-5 ODUNLAMI STREET, LAGOS
					[APPPOINTED W.E.F FEBRUARY 8, 2022]
x.	Name and Address of External Auditor(s)		KPMG PROFESSIONAL SERVICES OF BISHOP
					ABOYADE COLE STREET, VICTORIA ISLAND,
					LAGOS
xi.	Name and Address of Registrar(s)		AFRICA PRUDENTIAL PLC OF 220B IKORODU
					ROAD, PALMGROVE, LAGOS
xii.	Investor Relations Contact Person		FUNKE IJAIYA-OLADIPO
	(E-mail and Phone No.)			[e-mail]
					[phone]
xiii.	Name of the Governance Evaluation Consultant	DCSL CORPORATE SERVICES LIMITED
xiv.	Name of the Board Evaluation Consultant		DCSL CORPORATE SERVICES LIMITED
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 Appointed/		Remark
			(Chairman, MD, INED,			Elected
			NED, ED)
i.		MR. DANIEL AGBOR	CHAIRMAN	MALE		NOVEMBER 12 2015
ii.		MR. FOLASOPE	MD	MALE		MARCH 28 2018
		AIYESIMOJU
iii.		DR. VITUS EZINWA	ED	MALE		NOVEMBER 1 2018

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iv.	MRS. BABAFUNKE IJAIYA-	ED	FEMALE	JULY 28 2021	APPOINTED
	OLADIPO				W.E.F JULY 28
					2021
v.	DR. UMARU ALKA	NED	MALE	MARCH 7 2013
vi.	MR. BABATUNDE KASALI	NED	MALE	MARCH 7 2013
vii.	MR. BOLAJI ODUNSI	NED	MALE	OCTOBER 30 2018
viii.	DR. OKECHUKWU MBONU	NED	MALE	NOVEMBER 12 2015	RETIRED W.E.F
					OCTOBER 15
					2021
ix.	MRS. SUZANNE IROCHE	INED	FEMALE	AUGUST 1 2019
x.	MR. KARL TORIOLA	INED	MALE	JANUARY 1 2020

2. Attendance at Board and Committee Meetings:

S/No.	Names of Board	No. of	No. of Board	Membership of	Designation	Number of	Number of
	Members	Board	Meetings	Board	(Member or	Committee	Committee
		Meetings	Attended in	Committees	Chairman)	Meetings Held in	Meetings
		Held in the	the Reporting			the Reporting	Attended in
		Reporting	Year			Year	the Reporting
		Year					Year
	MR. DANIEL AGBOR	6	6		CHAIRMAN
				Not a member	Not a	Not a member	Not a member
				of any	member
				Committee
	MR. FOLASOPE	6	6
	AIYESIMOJU
		RISK	MEMBER	4	4
				MANAGEMENT
	DR. VITUS EZINWA	6	6
				RISK	MEMBER	4	4
				MANAGEMENT
				[NO LONGER A
				MEMBER W.E.F
				25TH OCTOBER
				2021]
	MRS. BABAFUNKE	6	2
	IJAIYA-OLADIPO		(representing
			100%
			attendance
			since her
			appointment)
				RISK	MEMBER	4	Not
				MANAGEMENT			Applicable
				[BECAME A			(no
				MEMBER W.E.F			committee
				25TH OCTOBER			meeting was
				2021]			held in 2021
							after her
							inclusion as a
							member)
	DR. UMARU ALKA	6	6

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

DocuSign Envelope ID: 9E1ED4B7-6410-4CFF-AD88-EFEA76E8D0A9

S/No.	Names of Board	No. of	No. of Board	Membership of	Designation	Number of	Number of
	Members	Board	Meetings	Board	(Member or	Committee	Committee
		Meetings	Attended in	Committees	Chairman)	Meetings Held in	Meetings
		Held in the	the Reporting			the Reporting	Attended in
		Reporting	Year			Year	the Reporting
		Year					Year
				GOVERNANCE	MEMBER	4	4
				&
				REMUNERATION
	MR. BABATUNDE KASALI	6	6
				RISK	MEMBER	4	4
				MANAGEMENT
				AUDIT	MEMBER	4	4
	MR. BOLAJI ODUNSI	6	5
				RISK	CHAIRMAN	4	4
				MANAGEMENT
				AUDIT	MEMBER	4	4
	MRS. SUZANNE IROCHE	6	6
				GOVERNANCE	CHAIR	4	4
				&
				REMUNERATION
	MR. KARL TORIOLA	6	3
				RISK	MEMBER	4	2
				MANAGEMENT
	DR. OKECHUKWU	6	4
	MBONU		(representing
			100%
			attendance
			until his
			retirement)
				GOVERNANCE	MEMBER	4	3
				&			(representing
				REMUNERATION			100%
							attendance
							until his
							retirement)

Section D - Details of Senior Management of the Company
1.	Senior Management:
S/No.	Names	Position Held	Gender
1.	MR. FOLASOPE AIYESIMOJU	GROUP MANAGING DIRECTOR	MALE
2.	DR. VITUS EZINWA	CHIEF OPERATING OFFICER	MALE
3.	MRS. FUNKE IJAIYA-OLADIPO	GROUP FINANCE DIRECTOR	FEMALE
4.	NKEMDIRIM AGBOTI	GENERAL COUNSEL/COMPANY	FEMALE
	[resigned w.e.f 1st February 2022]	SECRETARY
5.	AYOMIPO WEY	COMPANY SECRETARY/GROUP	FEMALE
	[appointed w.e.f February 8, 2022]	GENERAL COUNSEL

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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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	YES. THE BOARD CHARTER WAS LAST REVIEWED ON
"A	successful	Company is		which sets out its responsibilities and terms of	March 30, 2021
	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	THE DIRECTORS ARE EXPERIENCED PROFESSIONALS,
and Composition					of the directors?		WITH EXPERTISE IN LAW, BANKING, FINANCE, HUMAN
"The	effective	discharge	of				RESOURCES, ENGINEERING, ENVIRONMENT,
			ACCOUNTING, MANUFACTUTING, AND
the	responsibilities	of		the
				TELECOMMUNICATIONS
Board and its committees is
assured by an appropriate	ii) Does the company have a Board-approved	YES. THE DIVERSITY POLICY WAS APPROVED BY THE
balance of skills and diversity		diversity policy? Yes/No		BOARD ON OCTOBER 28 2021. THERE IS STRONG
(including	experience	and		If yes, to what extent have the diversity targets	FEMALE REPRESENTATION WITHIN MIDDLE AND
gender)			without		been achieved?		SENIOR MANAGEMENT, AS WELL AS AT BOARD LEVEL
compromising	competence,				ACROSS THE UAC GROUP.
independence and integrity "
iii) Are there directors holding	concurrent	YES. PLEASE SEE ATTACHED SCHEDULE
								directorships? Yes/No
							If yes, state names of the directors and the
							companies?
										NO. NONE OF THE EXECUTIVE DIRECTORS CHAIR ANY
							iv) Is the MD/CEO or an Executive Director a	OF THE BOARD COMMITTEES.
								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 DOES NOT CHAIR AND IS NOT A
"The Chairman is responsible		the Board Committees? Yes/no		MEMBER OF ANY COMMITTEE.
	If yes, list them.
for	providing	overall
leadership of the Company	ii)	At which Committee meeting(s) was the	NONE. THE CHAIRMAN DID NOT ATTEND ANY
and the Board, and eliciting		Chairman in attendance during the period	COMMITTEE MEETING DURING THE PERIOD UNDER
the constructive participation		under review ?		REVIEW.
of all Directors to facilitate
effective	direction	of		the
	iii)	Is the Chairman an INED or a NED?	THE CHAIRMAN IS A NED
Board"
							iv) Is the Chairman a former MD/CEO or ED of	NO. THE CHAIRMAN IS NOT A FORMER MD/CEO OR
								the Company? Yes/No		ED OF THE COMPANY
								If yes, when did his/her tenure as MD end?
							v) When was he/she appointed as Chairman?	NOVEMBER 2015

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018