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:
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 | ABC Transport Plc |
ii. | Date of Incorporation | 5th April, 1993 |
iii. | RC Number | 219970 |
iv. | License Number | |
v. | Company Physical Address | Km 5, MCC Road, Umuoba Uratta, Imo State. |
vi. | Company Website Address | www.abctransport.com |
vii. | Financial Year End | December 31 |
viii. | Is the Company a part of a Group/Holding Company? Yes/No If yes, please state the name of the Group/Holding Company | The Company is the parent company in the ABC Transport Plc Group. |
ix. | Name and Address of Company Secretary | Onyekachukwu C. Chigbo, Esq. Km 5, MCC Road, Umuoba Uratta, Imo State |
x. | Name and Address of External Auditor(s) | Forvis Mazars, 18, Oba Akran Avenue, Ikeja, lagos. |
xi. | Name and Address of Registrar(s) | First Registrars & Investor Services Limited, No. 2, Abebe Village Road, Iganmu, Lagos. |
xii. | Investor Relations Contact Person (E-mail and Phone No.) | Email:investors@abctransport.com Mobile Number:08037844066 |
xiii. | Name of the Governance Evaluation Consultant | HNC Professional Services Ltd. |
xiv. | Name of the Board Evaluation Consultant | HNC Professional Services Ltd. |
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. | Prince Olumide Obayomi | Chairman | Male | February,2006 | |
2. | Mr. JudeNneji | MD | Male | November,2005 | |
3. | Mr. Rex Okoro | ED | Male | July,2018 | |
4. | Mr. Frank Nneji | NED | Male | November,2005 | |
5. | Alhaji Kabiru Yusuf | NED | Male | August,2006 | |
6. | Pastor Bamidele Asije representing Drolemoc Farms Limited | NED | Male | March, 2018 | |
7. | Mrs. Ifeoma Adeoye | NED | Female | March, 2022 | |
Mr. Emmanuel C. Nwanna | INED | Male | June, 2024 |
2. Attendance at Board and Committee Meetings:
3.
Committee
Section D - Details of Senior Management of the Company
1. Senior Management:
S/No. | Names | PositHioenld | Gender |
1. | Mr. Jude Nneji | Managing Director/Chief Executive Officer | Male |
2. | Mr. Rex Okoro | Deputy Managing Director | Male |
3. | Sir Celestine Anyim | General Manager, Haulage Division | Male |
4. | Lady Nkechi Nwogu | Deputy General Manager, Human Resources And Administration | Female |
5. | Mr. Victor Nneji | Senior Manager, Innovation, Strategy & Marketing/Travel Division | Male |
6. | Mr. Maduka Chidobe | Senior Manager, Travel Operations | Male |
7. | Mr. John Nwaji | Senior Manager, Audit Services | 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 Yes out its responsibilities and terms of reference? Yes/No last If yes, when was it last reviewed? | . The Board has an approved charter. The Board charter was reviewed on 26th March 2024. |
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) compromising without competence, independence andintegrity " | i) What are the qualifications and experiences of the directors? The the inde | Membership of the Board of Directors is such that ensures diversity of experience, competence, integrity and pendence of the directors. |
ii) Does the company have a Board-approved diversity policy? Yes/No If yes, to what extent have the diversity targets been achieved? No. conf Serv gen | But the company ensures diversity in the workplace and in ormity with the staff handbook (Terms and Conditions of ice) does not discriminate whether on ground of religion, der or disability. | |
iii) Are there directors holding concurrent directorships? Yes. Yes/No If yes, state names of the directors and the companies? 1) 2 | Prince Olumide Obayomi - Falcon Corporation Limited, Business Day Media Limited, Accion Microfinance Bank Limited and Royal Funbay Limited. ) Mr. Frank Nneji - Rapido Ventures Limited, Transit Support Services Ltd. (a subsidiary of ABC Transport Plc), ABC Cargo Express Limited (a subsidiary of ABC Transport Plc)
| |
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 | |
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" | i) Is the Chairman a member or chair of any of the Board Committees? Yes/no If yes, list them. | No |
ii) At which Committee meeting(s) was the Chairman in attendance during the period under review? | None | |
iii) Is the Chairman an INED or a NED? | NED |
iv) Is the Chairman a former MD/CEO or ED of the Company? Yes/No If yes, when did his/her tenure as MD end? | No |
v) When was he/she appointed as Chairman? | August 2013 |
vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No If yes, specify which document | The roles of the Chairman are defined in the Board Charter and Memorandum and Articles of Association. |
Principles | Reporting | Questions Expl |
Principle 4: Managin Chief Executive Office "The Director/Chief Executiv the head of manageme by the Board to run th the Company to strategic objectives for c performance" a | g r Director/ Managing e Officer is nt delegated i) Does the MD/CEO ha which sets out his a the Board? Yes/No If no, in which docum | ve a contract of employment Yes thority and relationship with ents is it specified? |
e affairs of chieve its sustainable orporate ii) Does the MD/CEO dec appointment, annually Yes/No | lare any conflict of interest on MD declares , thereafter and as they occur? | |
iii) Which of the Board MD/CEO attend durin | Committee meetings did the g the period under review? Risk Manage | |
iv) Is the MD/CEO serving Yes/no. If yes, please state the | as NED in any other company? Yes company(ies)? Transit Suppor Plc) | |
v) Is the membership of the in line with the Board | MD/CEO in these companies -approved policies? Yes/No Yes | |
Principle 5: Executive s Executive Directors Managing Director/Chi Executive Officer in the andmanagement of the | Directors i) DtEhoeDhascvoentreamocfptsloyment? upport the Yes/no | Yes. It is as set out in their letters of appointment. |
efii) If yes, do the contracts of employment set out the roles operantidorenssponsibilities of the EDs? Yes/No CompIaf noy, in which document are the roles and responsibilities specified? | Yes The responsibilities of the EDs are stated also in the Board Charter. | |
iii) Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | EDs are required to declare any conflict of interest as it arises or where there is a potential conflict of interest. | |
iv) Are there EDs serving as NEDs in any other company? Yes/No If yes, please list | No | |
v) Are their memberships in these companies in line with Board-approved policy? Yes/No | NA | |
Principle Directors 6: Non-Executive Non-Executive Directors bring to bear their knowledge, expertise and independent judgment on issues of strategy and performance on the Board | i) Are the roles and responsibilities of the NEDs clearly defined and documented? Yes/No If yes, where are these documented? | Memorandum and Articles of Association as well as the Board Charter. |
ii) Do the NEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No | It is not all of them that have letters of appointment. However, as stated above, the Memorandum and Articles of Association as well as the Board Charter stipulates their roles and liabilities. | |
iii) Do the NEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | NEDs are required to declare any conflict of interest as it arises or where there is a potential conflict of interest. | |
iv) Are NEDs provided with information relating to the management of the company and on all Board matters? Yes/No If yes, when is the information provided to the NEDs | Yes. The information is provided to the NEDs ahead of the quarterly Board and Board Committee meetings, as well as at other times when the need arises. | |
v) What is the process of ensuring completeness and adequacy of the information provided? | Apart from the Quarterly reports provided to the NEDs, they are equally provided with any additional information requested by them to ensure completeness of information provided. | |
vi) Do NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor? Yes/No | Yes. The NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor. | |
Principle 7: Independent Non- Executive Directors | i) Do the INEDs meet the independence criteria prescribed under Section 7.2 of the Code? Yes/No | The INED meets the independence criteria. |
Management Committee Meetings
conflict of interest.
Support Services Ltd. (a subsidiary of ABC Transport
Principles
ii) Are there any exceptions?
iii) What is the process of selecting INEDs?
None Nomination of pr interview/assessm
iv) Do the INEDs have letters of appointment specifying Yes their duties, liabilities and terms of engagement?
Yes/No
v) Do the INEDs declare any conflict of interest on The INED is requ appointment, annually, thereafter and as they occur? arises or where the Yes/No
vi) Does the Board ascertain and confirm the independence of the INEDs? Yes/No
If yes, how often?
What is the process?
vii) Is the INED a Shareholder of the Company?
Yes/No
If yes, what is the percentage shareholding?
No
viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding? Yes/No
If yes, provide details.
No
ix) What are the components of INEDs remuneration?
Yes
Annual Directors fee and sittin attended.
i) Does the company have a Board-approved policy that allows directors access to independent professional advice in the discharge of their duties? Yes/No
toThe Board Charter allows direc
If yes, where is it documented?
professional advice.
ii) Who bears the cost for the independent professional advice?
The company shall bear the cos
iii) During the period under review, did the Directors obtain any independent professional advice? Yes/No If yes, provide details.
No.
Principle | s | |
strate Com | gic objectives of any" | the |
Princ Com "To effect some respo witho respo | iple mittees 11: ensure effi iveness, the Bo of its function | Board i) ciency and rd delegates s, duties and |
nsibilities to we c ut abdicat nsibilities" | ll- structured ommittees, ii ing its | |
ii | ||
iv | ||
Wv) fol Na RbeRC)eommmubni)uteteraeGantnio c) Statutory Audit CommAitctee)udit d) Risk ManageRmdeni)tsCokmmMitteeanagement | ||
vi) What is the process of appointing the chair of each committee ? | The Board appoints the chair of each committee. However, for The Statutory Audit Committee, the members nominate and ele their own chair. | |
Committee responsible for Nomination and Governance | ||
vii) What is the proportion of INEDs to NEDs on the Committee responsible for Nomination and Governance? | There is one INED and three NEDs on the Committee. | |
viii) Is the chairman of the Committee a NED or INED ? | The Chairman is a NED. | |
ix) Does the Company have a succession plan policy? Yes/No If yes, how often is it reviewed? | Yes the Company has a Succession Plan Policy. | |
x) How often are Board and Committee charters as well as other governance policies reviewed? | The Board Committee charters are to be reviewed periodically. | |
xi) How does the committee report on its activities to the Board? | The Chairman of each Board Committee reports on its activitie to the Board at the Board Meeting that holds after the Board Committee's last meeting. One of the NEDs representing the Board on the Statutory Audit Committee also reports to the Board on the activities of the Committee at the Board Meeting Following the Committee's last meeting. | |
Committee responsible for Remuneration | ||
xii) What is the proportion of INEDs to NEDs on the Committee responsible for Remuneration? | There is one INED and three NEDs on the Committee. | |
xiii) Is the chairman of the Committee a NED or INED ? | The Chairman of the Committee is a NED. | |
Committee responsible for Audit | ||
xiv) Does the Company have a Board Audit Committee separate from the Statutory Audit Committee? Yes/No | No. The Company has a Statutory Audit Committee. | |
xv) Are members of the Committee responsible for Audit financially literate? Yes/No | Yes | |
xvi) What are their qualifications and experience? | The members are all financially literate and most of them have years of experience as statutory Audit Committee members. . | |
xvii) Name the financial expert(s) on the Committee responsible for Audit | Pastor Bamidele Asije |
elect
ii)What is the process for reviewing and approving minutes of Board Committee of meetings?
iii) What are the timelines for sending the minutes to the directors?
iv) Who acts as Secretary to board committees?
Wvh) at Board CommitteTehseaBroearrdeCsopmomnitsteiebslreesfponrstibhle for the matters listed are: following matters?
Na)omination and GovRCeeormnmuaan)itetneraeGactnioednvernance RemuneraGatniodenverranatnicoe n
activities
Do the Board Committees have Board-approved The Risk Management Committee has a Charter while has a Charters which set out their responsibilities and Board approved while the Governance and Remuneration terms of reference? Yes/No
Committee has a detailed Terms of Reference.
The minutes of the previous meeting already circulated to the Board Committee members are reviewed at the meeting, and approved/adopted, subject to any amendments to the minutes.
The minutes of the meetings are to be sent to the Committee members ahead of the meetings, at least seven days to the meeting.
The Company Secretary acts as the Secretary to the Board Committees.
Principle | s Repo | rting Questions |
xviii) How often does for Audit review | the Committee responsible the internal auditor's reports? The S report | |
xix) Does the Compan control framewor | y have a Board approved internal k in place? Yes/No This i | |
xx) How does the Boar internal control f | d monitor compliance with the ramework? The B Throu Comm | |
xxi) Does the Comm the External Aud Matters and man Yes/No Please explain. | ittee responsible for Audit review The S itors management letter, Key Audit Manag agement response to issues raised? to the | |
xxii) Is there a Bo specifies the no auditor shall not | ard-approved policy that clearly No. n-audit services that the external provide? Yes/No | |
xxiii) How many tim discussions with and external a during the period | es did the Audit Committee hold Two the head of internal audit function ditors without the management under review? t | |
Committee responsible for | ||
xxiv) Is the Chairman an INED? | of the Risk Committee a NED or The C | |
xxv) Is there a Board a framework? Yes/ If yes, when was it app | pproved Risk Management No? roved? Yes. It was | |
xxvi) How often d adequacy and Management Co Date of last review | oes the Committee review the Quarter effectiveness of ntrols in place? the Risk | |
xxvii) Does the Com Data Governan If yes, how often is it r | pany have a Board- approved IT Yes. ce Framework? Yes/No eviewed? It was | |
xxviii) How often review comp Governance Fr d | oes the Committee receive and The rev liance report on the IT Data amework? | |
xxix) Is the Chief R Senior Manage experience for th | isk Officer (CRO) a member of The C ent and does he have relevant is role? Yes/No | |
xxx) How many meeti attend during the | ngs of the Committee did the CRO period under review? He att | |
Principle 12: Appoi Board "A written, clea rigorous, formal an procedure serves as selection of Directors appointment of individuals to the Boa a | tment to the i) Is there a Board-appr Directors? Yes/No rly d defined, transparent | oved policy for the appointment of Yes. |
guide for the to ensure the high-quality ii) What criteria are co | nsidered for their appointment? The c includ Board | |
" iii) What is the Boar prospective directo | d process for ascertaining that rs are fit and proper persons? The p curricu carried | |
ivIs) there a defined tenure aT)Chehairman bT)he MD/CEO cI)NED | af)or tNhoe following:
|
Statutory Audit Committee reviews the internal auditor's report quarterly.
is in process.
Board monitors compliance with internal control processes hrough the Statutory Audit Committee and the Risk Management ittee.
The Statutory Audit Committee reviews the External Auditor's Management Letter, Key Audit matters and management response to the issues raised.
Two times.
for Risk Management
Chairman is a NED.
approved on 5th June, 2020.
Quarterly
approved in 2024.
The review of the IT Data compliance report report will soon commence.
Chief Finance Controller doubles as the Chief Risk Officer,
attended all of them.
criteria considered for the appointment of new directors include the experience, knowledge, integrity, availability to attend Board meetings and also carry out assigned responsibilities.
The prospective director will be required to submit his/her curriculum vitae. Necessary inquiries/checks will equally be carried out. He/she will also be interviewed by the Board.
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