UAC OF NIGERIA : CORPORATE GOVERNANCE REPORT 2023

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

Section B - General Information

S/No.	Items	Details
1.	Company Name	UAC OF NIGERIA PLC
2.	Date of Incorporation	APRIL 22, 1931
3.	RC Number	341
4.	License Number	IT IS NOT A REQUIREMENT FOR THE
		COMPANY
5.	Company Physical Address	UAC HOUSE, 1-5 ODUNLAMI STREET, LAGOS
6.	Company Website Address	www.uacnplc.com
7.	Financial Year End	DECEMBER 31
8.	Is the Company a part of a Group/Holding Company? Yes/No	YES
	If yes, please state the name of the Group/Holding Company	THE COMPANY IS ITSELF A HOLDING
		COMPANY
9.	Name and Address of Company Secretary	AYOMIPO WEY
		1-5 ODUNLAMI STREET, MARINA, LAGOS
10.	Name and Address of External Auditor(s)	KPMG PROFESSIONAL SERVICES
		BISHOP ABOYADE COLE STREET, VICTORIA
		ISLAND, LAGOS
11.	Name and Address of Registrar(s)	AFRICA PRUDENTIAL PLC
		220B IKORODU ROAD, PALMGROVE, LAGOS
12.	Investor Relations Contact Person	FUNKE IJAIYA-OLADIPO
	(E-mail and Phone No.)	[e-mail]
	[phone]
13.	Name of the Governance Evaluation Consultant	Governance Evaluation for 2023 is being
		conducted internally by the Company
		Secretary, Ms. Ayomipo Wey
14.	Name of the Board Evaluation Consultant	Board Evaluation for 2023 is being
		conducted internally by the Company
		Secretary, Ms. Ayomipo Wey

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,		Elected
		MD, INED,
		NED, ED)
1.	MR. DANIEL AGBOR	CHAIRMAN	MALE	NOVEMBER 12 2015
2.	MR. FOLASOPE AIYESIMOJU	Group	MALE	MARCH 28 2018
		Managing
		Director
3.	MR. ADEBOLANLE BADEJO	ED	MALE	JULY 28 2023
4.	MRS. BABAFUNKE IJAIYA-	ED	FEMALE	JULY 28 2021
	OLADIPO
5.	MR. BOLAJI ODUNSI	INED	MALE	OCTOBER 30 2018
6.	MRS. SUZANNE IROCHE	INED	FEMALE	AUGUST 1 2019
7.	MR. KARL TORIOLA	INED	MALE	JANUARY 1 2020
8.	MR. KHALIFA BIOBAKU	NED	MALE	MARCH 29 2022

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

9.	DR. VITUS EZINWA	ED	MALE	NOVEMBER 1 2018	Resigned 27
					July 2023
10.	MR. BABATUNDE KASALI	NED	MALE	MARCH 7 2013	Retired 21 June
					2023

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 the	Committees	Chairman)	Meetings Held	Meetings
		Held in	Reporting Year			in the Reporting	Attended in
		the				Year	the Reporting
		Reporting					Year
		Year
1.	MR. DANIEL	6	6	NOT A MEMBER	CHAIRMAN	NOT A MEMBER	NOT A MEMBER
	AGBOR			OF ANY		OF ANY	OF ANY
				COMMITTEE		COMMITTEE	COMMITTEE
2.	MR. FOLASOPE	6	6	RISK	MEMBER	4	4
	AIYESIMOJU			MANAGEMENT
				COMMITTEE
3.	MR. ADEBOLANLE	6	2	NOT A MEMBER	NOT A MEMBER	NOT A MEMBER	NOT A MEMBER
	BADEJO		(representing	OF ANY	OF ANY	OF ANY	OF ANY
			COMMITTEE	COMMITTEE	COMMITTEE	COMMITTEE
			100%
			attendance
			since his
			appointment)
4.	MRS. BABAFUNKE	6	6	RISK	MEMBER	4	3
	IJAIYA-OLADIPO			MANAGEMENT			(representing
				COMMITTEE
						100%
				[NO LONGER A			attendance
				MEMBER W.E.F			while a
				JULY 2023]			member)
5.	MR. BOLAJI	6	4	RISK	CHAIRMAN	4	3
	ODUNSI			MANAGEMENT
				COMMITTEE
				STATUTORY AUDIT	MEMBER	4	3
				COMMITTEE
6.	MRS. SUZANNE	6	6	GOVERNANCE &	CHAIRPERSON	3	3
	IROCHE			REMUNERATION
				COMMITTEE
	MR. KARL TORIOLA	6	5	RISK	MEMBER	4	0
				MANAGEMENT
				COMMITTEE
				GOVERNANCE &	MEMBER	3	0
				REMUNERATION
				COMMITTEE
7.	MR. KHALIFA	6	6	RISK	MEMBER	4	4
	BIOBAKU			MANAGEMENT
				COMMITTEE
				GOVERNANCE &	MEMBER	3	3
				REMUNERATION
				COMMITTEE
				STATUTORY AUDIT	MEMBER	4	2
				COMMITTEE			(representing
							100%
							attendance
							since he

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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 the	Committees	Chairman)	Meetings Held	Meetings
		Held in	Reporting Year			in the Reporting	Attended in
		the				Year	the Reporting
		Reporting					Year
		Year
							joined the
							Committee)
8.	DR. VITUS EZINWA	6	3	NOT A MEMBER	NOT A MEMBER	NOT A MEMBER	NOT A MEMBER
			(Representing	OF ANY	OF ANY	OF ANY	OF ANY
			COMMITTEE	COMMITTEE	COMMITTEE	COMMITTEE
			100%
			attendance
			until his exit
			from the
			Board)
10.	MR. BABATUNDE	6	2	STATUTORY AUDIT	MEMBER	4	2
	KASALI		(Representing	COMMITTEE			(Representing
			100%	[NO LONGER A			100%
			attendance	MEMBER W.E.F			attendance
			until his	JUNE 21, 2023]			until his
			retirement from				retirement
			the Board)				from the
							Board)
				GOVERNANCE &	MEMBER	3	1
				REMUNERATION			(Representing
				[NO LONGER A			100%
				MEMBER W.E.F			attendance
				JUNE 21, 2023]			until his
							retirement
							from the
							Board)
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.	MRS. FUNKE IJAIYA-OLADIPO	GROUP FINANCE DIRECTOR	FEMALE
3.	MR. ADEBOLANLE BADEJO	GROUP INVESTMENT DIRECTOR	MALE
4.	MS. AYOMIPO WEY	COMPANY SECRETARY/GROUP GENERAL	FEMALE
		COUNSEL
5.	MRS. QUEENETTE DUROSINMI-ETTI	CHIEF OPERATING OFFICER	FEMALE
6.	MS. ABOSEDE OGUNDIYUN	HEAD, TALENT STRATEGY	FEMALE
7.	MR. TUNJI RABIU	GROUP INTERNAL AUDITOR	MALE

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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 Board	1. Does the Board have an approved Charter	Yes, the Board has an approved charter which sets
"A successful Company is	which sets out its responsibilities and terms of	out the responsibilities	and terms	of reference for
reference? Yes/No		Directors.
headed	by	an	effective
If yes, when was it last reviewed?
Board which is responsible		The Board Charter was last reviewed on 28 July 2023.
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	1. What are the qualifications and experiences	The Directors are experienced professionals from
and Composition			of the directors?		diverse backgrounds including in Law, Banking,
"The effective discharge of			Finance, Investing, Environment, Accounting, and
		Telecommunications.
the responsibilities of	the	2. Does the company have a Board-approved	Yes
Board and its committees is	diversity policy? Yes/No		The diversity policy was approved by the Board on
assured by an appropriate	If yes, to what extent have the diversity targets
balance	of	skills	and	been achieved?		October 28, 2021. There is strong female
diversity			(including			representation within	Middle	and Senior
experience	and	gender)			Management, as well as at Board level across the
without		compromising			UAC group.
competence,
		3. Are there directors holding	concurrent	Yes
independence and integrity
directorships? Yes/No
"						Please see the attached Schedule
				If yes, state the names of the directors and the
					companies.
							No
					4. Is the MD/CEO or an Executive Director a	None of the Executive Directors chairs any of the
					chair of any Board Committee? Yes/No
					Board Committees.
					If yes, provide the names of the	Committees.

Principle 3: Chairman

"The Chairman is responsible for providing overall leadership of the Company and the Board,

and eliciting the constructive participation of all Directors to facilitate effective direction of the Board"

1.	Is the Chairman a member or chair of any of	No
	the Board Committees? Yes/no	The Chairman does not Chair and is not a member of
	If yes, list them.
	any Committee.
2.	At which Committee meeting(s) was the	None
	Chairman in attendance during the period	The Chairman did not attend any Committee
	under review?
	meeting during the period under review.
3.	Is the Chairman an INED or a NED?	The Chairman is a NED
4.	Is the Chairman a former MD/CEO or ED of the	No
	Company? Yes/No	The Chairman is not a former MD/CEO or ED of the
	If yes, when did his/her tenure as MD end?
		Company.
5.	When was he/she appointed as Chairman?	The Chairman was appointed in November 2015.

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

	Principles	Reporting Questions			Explanation on application or deviation
			6. Are the roles and responsibilities of the	Yes.
			Chairman clearly defined? Yes/No		The Board Charter incorporates by reference, the
			If yes, specify which document
						duties and responsibilities of the Chairman as
						contained in Section 3.4 of the Nigerian Code of
						Corporate Governance 2018.
Principle	4:	Managing	1. Does the MD/CEO have a contract of	Yes.
Director/	Chief	Executive	employment	which sets out his	authority	The	Group Managing Director has a contract of
Officer			and relationship with the Board? Yes/No
		service which sets out his authority and relationship
			If no, in which documents is it specified?
"The		Managing	with the Board. Additionally, the Board Charter
Director/Chief	Executive				provides for the functions and responsibilities of the
Officer is the head of				Group Managing Director including those stated in
management delegated by				Section 4.4 of NCCG 2018.
the Board to run the affairs of
2. Does the MD/CEO declare any conflict of	Yes.
the Company to achieve its
interest on	appointment,	annually,
strategic	objectives for	The	Group Managing Director fills and submits a
thereafter and as they occur? Yes/No
sustainable	corporate
conflict-of-interest confirmation form annually.
performance"
			3. Which of the Board Committee meetings did	The Group Managing Director attended all of the
			the MD/CEO attend during the period under	Board Risk Management Committee Meetings as a
			review?			member; and all the Governance and Remuneration
						Committee meetings to present relevant updates to
						the Committee.
			4. Is the MD/CEO serving as NED in any other	Yes.
			company? Yes/no.		a)	UAC Foods Limited
			If yes, please state the company(ies)?
			b)	UAC Restaurants Limited
						c)	Grand Cereals Limited
						d) Chemical And Allied Products PLC
						e)	MDS Logistics Limited
						f)	UPDC PLC
						g)	Themis Capital Management
						h)	Themis Consulting Services
						i) AM & P Advisory Services
						j)	FOODPRO Limited
						k)	Juven Holdings
						The first 6 companies above are subsidiaries and
						associate companies of UAC of Nigeria PLC and the
						Group Managing Director's membership on those
						Boards is necessary for the proper discharge of his
						responsibilities.
						Yes, the Group Managing Director's membership on
			5. Is the membership of the MD/CEO in these	the Boards of other companies does not create any
			companies in line with the Board-approved	conflicts of interest.
			policies? Yes/No

Principle 5: Executive Directors

Executive Directors support

theManaging Director/Chief

Executive Officer in the

operationsand

management of the Company

1.	Do the EDs have contracts of employment?	Yes. All Executive Directors have letters of
	Yes/no	employment issued by the Company.
2.	If yes, do the contracts of employment set	Yes, the contract of employment states their roles
	out the roles and responsibilities of the EDs?	and responsibilities.
	Yes/No
	If no, in which document are the roles and
	responsibilities specified?
3.	Do the EDs declare any conflict of interest	Yes. Executive Directors fill and submit conflict of
	on appointment, annually, thereafter and as	interest confirmation forms annually.
	they occur? Yes/No
4.	Are there EDs serving as NEDs in any other	See 4 above in respect of the Group
	company? Yes/No	Managing Director
	If yes, please list	The Group Investment Director also serves as NED
		in:
		a) Chemical and Allied Products PLC **
		b) Livestock Feeds PLC **
		c) Grand Cereals Limited**

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

	Principles		Reporting Questions		Explanation on application or deviation
						d)	UAC Foods Limited**
						e)	MDS Logistics Limited**
						He also serves as the Vice Executive Chairman of
						UAC Restaurants Limited**, a subsidiary of UAC of
						Nigeria PLC
						The Group Finance Director serves as a NED in:
						a)	UAC Foods Limited**;
						b) Grand Cereals Limited** and
						c) Sponsors For Educational Opportunity Africa
						** the asterisked companies above are subsidiaries
						or associate companies of UAC of Nigeria PLC and
						the EDs' memberships on those boards are necessary
						for the proper discharge of their responsibilities.
					5. Are their memberships in these companies	Yes.
					in line with Board-approved policy? Yes/No	The Executive Directors' memberships on the boards
						of other companies do not create any conflicts of
						interest.
Principle 6: Non-Executive	1. Are the roles and responsibilities of the NEDs	Yes.
Directors					clearly defined and documented? Yes/No	They are documented in their Appointment Letters
					If yes, where are these documented?
Non-Executive	Directors	and the Board Charter.
bring	to	bear	their
2. Do the NEDs have letters of appointment	Yes, their letters of appointment specify their duties,
knowledge,	expertise	and
specifying their duties, liabilities and terms	liabilities and terms of their engagement.
independent	judgment on
of engagement? Yes/No
issues of	strategy	and
3. Do the NEDs declare any conflict of interest	Yes. This is declared annually.
performance on the Board
on appointment, annually, thereafter and
					as they occur? Yes/No
					4. Are NEDs provided with information relating	Yes.
					to the management of the company and on	Management updates are provided to NEDs at least
					all Board matters? Yes/No
					quarterly.
					If yes, when is the information provided to
					the NEDs
					5. What is the process of ensuring	Prior to the commencement of each year,
					completeness and adequacy of the	Management outlines its plans for the Company and
					information provided?	provides reports/updates on progress regularly
						throughout the year.
					6. Do NEDs have unfettered access to the EDs,	Yes, the NEDs have unfettered access to the EDs,
					Company Secretary and the Internal	Company Secretary and the Internal Auditor.
					Auditor? Yes/No
Principle	7:	Independent	1. Do the INEDs meet the independence	Yes
Non-Executive Directors	criteria prescribed under Section 7.2 of the	This is re-confirmed annually.
					Code? Yes/No
Independent			Non-
		2. Are there any exceptions?	There are no exceptions.
Executive Directors bring a
high degree of objectivity to
the Board	for	sustaining	3. What is the process of selecting INEDs?	The Governance and Remuneration Committee
stakeholder	trust	and		manages the process through review of existing
confidence"					competencies against the required competencies,
				then interviews the candidate and makes
						recommendations to the Board. Thereafter, the
						Board makes recommendations to the
						shareholders in general meetings, where the final
						decision is made.
						Ahead of general meetings, casual vacancies can
						be filled by a Board resolution upon the
						recommendation of the Governance and
						Remuneration Committee.
						In accordance with the charter on the appointment
						process	of	directors,	where	relevant,
						recruitment/search firms may also be engaged.

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Principles

Reporting Questions

Explanation on application or deviation

4. Do the INEDs have letters of appointment

Yes, the INEDS have letters of employment specifying

specifying their duties, liabilities and terms

their duties and terms of engagement. Their duties are

of engagement? Yes/No

also outlined in the Board Charter.

5. Do the INEDs declare any conflict of interest

Yes, they fill and submit conflict of interest

on appointment, annually, thereafter and

confirmation forms annually.

as they occur? Yes/No

6. Does the Board ascertain and confirm the

Yes, this is confirmed annually. A Questionnaire Is

independence of the INEDs? Yes/No

filled out by the INEDS. The completed

If yes, how often?

questionnaires are then assessed by the Company

What is the process?

Secretary and the Governance and Remuneration

Committee and a report on findings is presented to

the Board.

7. Is the INED a Shareholder of the Company?

No

Yes/No

If yes, what is the percentage shareholding?

8. Does

the INED have another relationship

No

with the Company apart from directorship

and/or shareholding? Yes/No

If yes, provide details.

9.

What are the components of INEDs

a)

Director's Fees

remuneration?

b)

Sitting Allowance

c)

Flight Ticket

d)

Passage Allowance

Principle

8:

Company

1.

Is the Company Secretary in-house or

In-House

Secretary

outsourced?

"The Company Secretary

2.

What is the qualification and experience of

LLB; BL; LLM

the Company Secretary?

support the effectiveness of

the Board

by

assisting

the

3.

Where the Company Secretary is an

Yes

Board and management to

employee of the Company, is the person a

develop

good

corporate

member of senior management?

governance practices and

4.

Who does the Company Secretary report to?

The Company Secretary reports on functional matters

culture

within

the

to the Board through the Chairman, and on

Company"

administrative and other matters to the Group

Managing Director.

5. What

is

the

appointment

and

removal

The appointment and removal of the Company

process of the Company Secretary?

Secretary is in line with section 333 of the Companies

and Allied Matters Act (CAMA), 2020 (as amended).

6.

Who undertakes and approves the

The Board (through the Governance and

performance appraisal of the Company

Remuneration Committee) and the Group Managing

Secretary?

Director.

Principle

9:

Access

to

1. Does the company have a Board-approved

Yes.

Independent Advice

policy

that

allows directors access

to

This is documented in the appointment letters of the

independent

professional

advice

in

the

"Directors

are

sometimes

Directors.

discharge of their duties? Yes/No

required to make decisions

If yes, where is it documented?

of a technical and complex

2. Who bears the cost for the independent

The Company

nature that

may require

professional advice?

independent

external

3. During the period under review, did the

No

expertise"

Directors

obtain

any

independent

professional advice? Yes/No

If yes, provide details.

Principle 10: Meetings of the

1. What

is

the

process

for

reviewing

and

The Minutes of each Board Meeting are drafted by

Board

approving minutes of Board meetings?

the Company Secretary and reviewed by the Group

"Meetings are the principal

Managing Director and the Chairman of the Board.

vehicle for conducting the

The minutes are then reviewed by each member of

business of the Board and

the Board before the next Board meeting.

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

	Principles					Reporting Questions	Explanation on application or deviation
successfully		fulfilling	the						At the next Board meeting, corrections (if any) are
strategic	objectives	of	the						taken and a motion for the adoption of the minutes
Company"										is moved and seconded, and the minutes are
											adopted in the absence of any dissenting opinion.
						2.	What are the timelines for sending the minutes	The Minutes of each Board Meeting form part of the
							to Directors?			Board pack and are usually provided to Board
											Members at least 7 days prior to the next meeting.
						3.	What are the implications for Directors who do	Attendance at meetings is a consideration in the
							not meet the Company policy on meeting	performance evaluation of each Board Member.
							attendance?
Principle		11:	Board	1.	Do the Board Committees have Board-	Yes
Committees						approved Charters which set out their
"To ensure	efficiency	and		responsibilities	and terms	of reference?
	Yes/No
effectiveness,	the	Board
2.	What	is the	process for	reviewing and	The Minutes of each committee meeting are
delegates	some	of	its
	approving minutes of Board Committee of	prepared by the Company Secretary and shared
functions,	duties		and
		meetings?			with the Group Managing Director or the relevant
responsibilities	to	well-						Executive Director in attendance, as well as the
structured		committees,						respective Chairpersons of each committee.
without	abdicating	its						Thereafter, Committee members individually review
responsibilities."
											the minutes before the next committee meeting.
											At the next committee meeting, corrections (if any)
											are taken and a motion for the adoption of the
											minutes is moved and seconded, and the minutes
											are adopted in the absence of any dissenting
											opinion.
						3.	What are the timelines for sending the minutes	The minutes of each board committee meeting form
							to the directors?		part of the committee meeting pack and are usually
											made available to committee members at least 7
											days prior to the next meeting.
						4.	Who acts as Secretary to board committees?	The Company Secretary
						5.	What Board Committees are responsible for
							the following matters?		1) Governance and Remuneration Committee
							1.	Nomination and Governance
							2.	Remuneration		2) Governance and Remuneration Committee
							3.	Audit			3) Audit Committee
							4.	Risk Management		4) Risk Management Committee
						5.	What is the process of appointing the chair of	The Board Charter provides that the chairperson of
							each committee?		each Committee shall be selected by the Board.
									Committee responsible for	Nomination and Governance
						6.	What is the proportion of INEDs to NEDs on the	The Committee comprises 3 NEDs, 2 of whom are
							Committee responsible for Nomination and	INEDs.
							Governance?
						7.	Is the chairman of the Committee a NED or	INED
							INED?
						8.	Does the Company have a succession plan	The Company has a succession policy which was
							policy? Yes/No			last reviewed on 28 July 2023.
						If yes, how often is it reviewed?
											The policy provides that the Board Governance and
											Remuneration Committee shall review the policy as
											the need arises to ensure that it remains consistent
											with the relevant laws, regulations, and relevant
											principles of corporate governance.
						9.	How often are Board and Committee charters	They are reviewed as needed and in accordance
							as well as other governance policies	with their terms.
							reviewed?
						10.	How does the committee report on its	The Committee Chairpersons present reports at each
							activities to the Board?		board meeting.

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Principles			Reporting Questions			Explanation on application or deviation
						Committee responsible for Remuneration
	11.	What is the proportion of INEDs to NEDs on	The Committee Comprises 3 NEDs, 2 of whom are
		the	Committee	responsible	for	INEDs.
		Remuneration?
	12.	Is the chairman of the Committee a NED or	INED
		INED?
						Committee	responsible for Audit
	13.	Does the Company have a Board Audit	The Risk Management Committee performs this
		Committee separate from the Statutory	function for the board.
		Audit Committee? Yes/No			Separately, the Company has a Statutory Audit
								Committee comprised of 3 shareholders and 3
								NEDs.
	14.	Are members of the Committee responsible	Yes
		for Audit financially literate? Yes/No
	15.	What are their qualifications and	They are experienced Accountants, Executives and
		experience?					Businessmen.
	16.	Name the financial expert(s) on the	1.	Olabisi Fayombo
		Committee responsible for Audit		2.	Matthew Akinlade
								3.	Mr Khalifa Biobaku
								4.	Bolaji Odunsi
	5.	How often does the Committee responsible	Quarterly
		for Audit review the internal auditor's
		reports?
	6.	Does the Company have a Board approved	Yes
		internal control framework in place? Yes/No
	7.	How does the Board monitor compliance	The Risk, Compliance and Control Associate
		with the internal control framework?		presents compliance reviews and reports on
								outcomes at every Risk Management and Audit
								Committee meeting.
								Likewise, Internal Audit Service provider audits
								processes and controls put in place by
								management and presents reports to the Audit
								Committee, on a periodic basis.
	8.	Does the Committee responsible for Audit	Yes, these are presented to the audit committee for
		review the External Auditors management	deliberation.
		letter, Key Audit Matters and management
		response to issues raised? Yes/No
	Please explain.
	9.	Is there a Board-approved policy that	Yes, there is a board-approved policy guiding the
		clearly specifies the non-audit services that	engagement of External Auditors for Non-Audit
		the external auditor shall not provide?	Services.
		Yes/No
	10.	How many times did the Audit Committee	Once with the External Auditors and Once with The
		hold discussions with the head of internal	Internal Audit Service Providers.
		audit function and external auditors without
		the management during the period under
		review?
					Committee responsible for Risk Management
	11.	Is the Chairman of the Risk Committee a	INED
		NED or an INED?
	12.	Is there a Board approved Risk	Yes. It was approved in March 2021
		Management framework? Yes/No?
	If yes, when was it approved?
	13.	How often does the Committee review the	Quarterly.
		adequacy and effectiveness of the Risk	Updates on Strategic Risks, and Risk and Control
		Management Controls in place?		Reports are presented to the Risk Management
	Date of last review					Committee for review on a quarterly basis.
	14.	Does the Company have a Board-	Yes
		approved	IT	Data	Governance	It is reviewed annually.
		Framework? Yes/No
	If yes, how often is it reviewed?

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018