Access Holdings Plc 2025 nccg report

S/No.

Items

Details

i.

Company Name

Access Holdings Plc

ii.

Date of Incorporation

February 10, 2021

iii.

RC Number

RC No. 1755118

iv.

Licence Number

Approved by CBN, awaiting issuance.

v.

Company Physical Address

14/15, Prince Alaba Oniru Street, Oniru Estate, Victoria Island, Lagos

vi.

Company Website Address

https://www.theaccesscorporation.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

Yes

Access Holdings Plc

ix.

Name and Address of Company Secretary

Sunday Ekwochi

Plot 14/15, Prince Alaba Oniru Street, Oniru Estate, Victoria Island, Lagos

x.

Name and Address of External Auditor(s)

KPMG

KPMG Tower, Bishop Aboyade Cole Street, Victoria Island, Lagos

xi.

Name and Address of Registrar(s)

Coronation Registrars Limited

9, Amodu Ojikutu Street, Victoria Island, Lagos

xii.

Investor Relations Contact Person

(E-mail and Phone No.)

Babatunde Adesugba

adesugbaba@accessholdingsplc.com 08130591031

xiii.

Name of the Governance Evaluation Consultant

Ernst & Young

xiv.

Name of the Board Evaluation Consultant

Ernst & Young

S/No.

Names of Board Members

Designation (Chairman, MD, INED, NED, ED)

Gender

Date First Appointed/ Elected1

Remark

1.

Mr. Aigboje Aig-Imoukhuede

Chairman/Independent Non-Executive Director

Male

March 13,

2024

2.

Mr. Abubakar Aribidesi Jimoh, CFA

Independent Non-Executive Director

Male

February 22, 2022

3.

Mrs. Ojinika Olaghere, FCA

Non-Executive Director

Female

February 22, 2022

4.

Mrs. Fatimah Bintah Bello-Ismail

Independent Non-Executive Director

Female

February 22, 2022

5.

Mrs. Ibironke Adeyemi2

Independent Non-Executive Director

Female

April 15,

2025

6.

Mr. Olusegun Ogbonnewo

Non-Executive Director

Male

February 22, 2022

7.

Mr. Roosevelt Ogbonna, FCA, CFA, FCIB3

Non-Executive Director

Male

February 22, 2022

8.

Mr. Oluseyi Kumapayi, FCA4

Non-Executive Director

Male

February 22, 2022

9.

Mr. Innocent Ike, FCA5

Group Managing Director/Chief Executive Officer

Male

August 22

2025

10

Ms. Bolaji Agbede6

Executive Director

Female

February 22, 2022

11

Mr. Olanrewaju Bamisebi

Executive Director

Male

August 11,

2022

S/No.

Names of Board Members

No. of Board Meetings Held in the Reporting Year

No. of Board Meetings Attended in the Reporting Year

Membership of Board Committees

Designation (Member or Chairman)

Number of Committee Meetings Held in the Reporting Year

Num ber of Com mitte e Meeti ngs Atten ded in the Repo rting Year

1.

Mr. Aigboje Aig-Imoukhuede

13

13

NIL

NIL

NIL

NIL

2.

Mr. Abubakar Aribidesi Jimoh, CFA7

13

Board Audit Committee

Chairman/M ember

6

6

Board Finance and Investment Committee

Chairman

6

6

Board Governance, Nomination an Remuneration Committee

Vice-Chairman

6

6

Board Human Resources and

Vice-Chairman

5

5

S/No.

Names of Board Members

No. of Board Meetings Held in the Reporting Year

No. of Board Meetings Attended in the Reporting Year

Membership of Board Committees

Designation (Member or Chairman)

Number of Committee Meetings Held in the Reporting Year

Num ber of Com mitte e Meeti ngs Atten ded in the Repo rting Year

Sustainability Committee

Board Risk Management Committee

Vice-Chairman

4

4

3.

Mrs. Ojinika Olaghere, FCA

13

Board Human Resources and Sustainability Committee

Chairman

5

5

Board Digital and Information Technology Committee

Chairman

5

5

Board Audit Committee

Vice-Chairman

6

6

Board Risk Management Committee

Member

4

4

Board Governance, Nomination an Remuneration Committee

Member

6

6

S/No.

Names of Board Members

No. of Board Meetings Held in the Reporting Year

No. of Board Meetings Attended in the Reporting Year

Membership of Board Committees

Designation (Member or Chairman)

Number of Committee Meetings Held in the Reporting Year

Num ber of Com mitte e Meeti ngs Atten ded in the Repo rting Year

4.

Mr. Olusegun Ogbonnewo

13

Board Digital & Information Technology Committee

Vice-Chairman

5

5

Board Risk Management Committee

Chairman

4

4

Board Finance and Investment Committee

Vice-Chairman

6

6

Board Human Resources and Sustainability Committee

Member

5

5

5.

Mrs. Fatimah

13

Board Governance, Nomination, and

Chairman

6

6

S/No.

Names of Board Members

No. of Board Meetings Held in the Reporting Year

No. of Board Meetings Attended in the Reporting Year

Membership of Board Committees

Designation (Member or Chairman)

Number of Committee Meetings Held in the Reporting Year

Num ber of Com mitte e Meeti ngs Atten ded in the Repo rting Year

Bintah Bello-Ismail

Remuneration Committee

Board Audit Committee

Member

6

6

Board Digital and Information Technology Committee

Member

5

5

Board Finance & Investment Committee

Chairman

6

6

Board Human Resources and Sustainability Committee

Member

5

5

6.

Mrs. Ibironke Adeyemi8

10

Board Audit Committee

Chairman

6

3

Board Finance and Investment Committee

Member

6

3

Board Risk Management Committee

Member

4

3

S/No.

Names of Board Members

No. of Board Meetings Held in the Reporting Year

No. of Board Meetings Attended in the Reporting Year

Membership of Board Committees

Designation (Member or Chairman)

Number of Committee Meetings Held in the Reporting Year

Num ber of Com mitte e Meeti ngs Atten ded in the Repo rting Year

Board Human Resources and Sustainability Committee

Member

5

3

7.

Mr. Roosevelt Ogbonna, FCA, CFA, FCIB9

7

Board Digital and Information Technology Committee

Member

5

3

Board Finance & Investment Committee

Member

6

4

Board Human Resources and Sustainability Committee

Member

5

3

Board Risk Management Committee

Member

4

3

8.

Mr. Oluseyi Kumapayi, FCA10

1

Board Finance & Investment Committee

Member

6

2

Board Risk Management Committee

Member

4

1

S/No.

Names of Board Members

No. of Board Meetings Held in the Reporting Year

No. of Board Meetings Attended in the Reporting Year

Membership of Board Committees

Designation (Member or Chairman)

Number of Committee Meetings Held in the Reporting Year

Num ber of Com mitte e Meeti ngs Atten ded in the Repo rting Year

Board Digital and Information Technology Committee

Member

4

1

9.

Mr. Innocent Ike, FCA11

6

Board Digital and Information Technology Committee

Member

5

2

Board Human Resources and Sustainability Committee

Member

4

1

Board Risk Management Committee

Member

4

1

Board Finance and

Investment Committee

Member

6

2

10.

Ms. Bolaji Agbede12

13

Board Human Resources and Sustainability Committee

Member

5

5

S/No.

Names of Board Members

No. of Board Meetings Held in the Reporting Year

No. of Board Meetings Attended in the Reporting Year

Membership of Board Committees

Designation (Member or Chairman)

Number of Committee Meetings Held in the Reporting Year

Num ber of Com mitte e Meeti ngs Atten ded in the Repo rting Year

Board Digital and Information Technology Committee

Member

4

3

Board Finance and Investment Committee

Member

6

2

11.

Mr. Olanrewaju Bamisebi

13

Board Digital and Information Technology Committee

Member

5

5

S/No.

Names

Position Held

Gender

1.

Innocent Ike

Group Managing Director/Chief Executive Officer

Male

2.

Bolaji Agbede

Executive Director

Female

3.

Olanrewaju Bamisebi

Executive Director

Male

4.

Sunday Ekwochi

Company Secretary

Male

5.

Amaechi Okobi

Group Head, Corporate Communications

Male

6.

Victor Adewusi

Chief Data Officer

Male

7.

Toyin Oluwatuyi

Unit Head, Company Secretariat

Male

8.

Victor Willie

Head Government and Stakeholder Relations

Male

9.

Joseph Osogbue

Head Quality Assurance

Male

10.

Yvette Hart

Risk and Compliance

Female

Principles

Reporting Questions

Explanation on application or deviation

Part A - Board of Directors and Officers of the Board

Principle 1: Role of the

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

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

The Board Charter was approved by the Central Bank on March 13, 2025.

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 and Composition

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

The profiles of Directors are contained in Appendix 1.

"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 "

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

Yes

The Board's composition is aligned to global best practice on the need for

Principles

Reporting Questions

Explanation on application or

deviation

If yes, to what extent have the

diversity targets been achieved?

Non-Executive Directors to exceed

Executive Directors. The Board comprised 9 Directors as at December 31, 2025, 6 of whom are Non-Executive Directors. 3 of the Non-Executive Directors are independent.

The Board is committed to improving gender diversity in its composition in line with its diversity policy. 33% of the Executive Management team are women while the Board had 44 % women representation as of December 31, 2025.

The composition of the Board also reflects ethnic diversity as Directors are from various ethnic background.

The Board is also a mixture of diverse skill sets and professional experiences and background.

iii) Are there directors holding concurrent directorships? Yes/No If yes, state names of the directors and the companies?

Executive Directors are permitted to sit on the Boards on the Company's subsidiaries and investee companies as representatives of the Company.

Non-Executive Directors may sit on other Boards if this is declared, and such companies are not in direct competition with the Company.

All Directors' Board memberships are declared to the Board.

Directorship details of Board members are contained in Appendix 1.

iv) Is the MD/CEO or an Executive Director a chair of any Board Committee? Yes/No

No

If yes, provide the names of the Committees.

Principle 3: Chairman

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

If yes, list them.

No

"The Chairman is responsible for providing overall

Principles

Reporting Questions

Explanation on application or

deviation

leadership of the

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

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 their tenure as MD end?

No

v) When was he/she appointed as

Chairman?

Mr. Aigboje Aig-Imoukhuede was

appointed as Chairman by the Board of Directors on March 13, 2024, and CBN's no objection to his appointment as Chairman was obtained on April 22, 2024.

vi) Are the roles and

responsibilities of the Chairman clearly defined? Yes/No

If yes, specify which document

Yes

The Chairman's roles and responsibilities are contained in the Board of Directors Charter and his appointment letter.

Principle 4: Managing Director/ Chief Executive Officer

"The Managing Director/Chief Executive Officer is the head of management delegated by the Board to run the affairs of the Company to achieve its strategic objectives for sustainable corporate performance"

i) Does the MD/CEO have a contract of employment which sets out his authority and relationship with the Board? Yes/No

If no, in which documents is it specified?

Yes

ii) Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

Yes

iii) Which of the Board Committee meetings did the MD/CEO attend during the period under review?

The MD/CEO sits on the following Committees:

1. Board Digital and Information Technology Committee

2. Board Finance and Investment Committee

Principles

Reporting Questions

Explanation on application or

deviation

1. Board Human Resources and

   Sustainability Committee

2. Board Risk Management Committee

iv) Is the MD/CEO serving as NED

in any other company? Yes/no. If yes, please state the company(ies)?

Details of the MD/CEO other

directorships are contained in Appendix 1.

v) Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No

Yes

Principle 5: Executive Directors

Executive Directors support the Managing Director/Chief

Executive Officer in the operations and management of the Company

i) Do the EDs have contracts of employment? Yes/no

Yes

ii) If yes, do the contracts of employment set out the roles and responsibilities of the EDs? Yes/No

If no, in which document are the roles and responsibilities specified?

Yes

Their roles and responsibilities are also contained in the Board Charter and their appointment letters.

iii) Do the EDs declare any conflict

of interest on appointment, annually, thereafter and as they occur? Yes/No

Yes

iv) Are there EDs serving as NEDs

in any other company? Yes/No

If yes, please list

Executive Directors are permitted to

sit on the Boards on the Company's subsidiaries and investee companies as representatives of the Company.

Details of Executive Directors' other directorships are contained in Appendix 1.

v) Are their memberships in these

companies in line with Board-approved policy? Yes/No

Yes

Principle 6: Non-Executive Directors

Non-Executive Directors bring to bear their knowledge,

expertise and

i) Are the roles and responsibilities of the NEDs clearly defined and documented? Yes/No

If yes, where are these documented?

Yes

The roles and responsibilities of the NEDs are contained in the Board Charter and their appointment letters.

Principles

Reporting Questions

Explanation on application or

deviation

independent judgment

on issues of strategy and performance on the Board

ii) Do the NEDs have letters of

appointment specifying their duties, liabilities and terms of engagement? Yes/No

Yes

iii) Do the NEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

Yes

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

Directors receive reports relating to management of the Company every quarter and as the need arises.

These reports are provided to Directors via Diligent Board, a secured board portal, at least one week prior to Board meetings.

v) What is the process of ensuring completeness and adequacy of the information provided?

Group Heads ensure that Board reports are accurate and present same to relevant Management Committees for further review prior to circulation to Board Members before the meeting.

vi) Do NEDs have unfettered

access to the EDs, Company Secretary and the Internal Auditor? Yes/No

Yes

Principle 7:

Independent Non-Executive Directors

Independent Non-Executive Directors bring a high degree of objectivity to the Board for sustaining stakeholder trust and confidence"

i) Do the INEDs meet the independence criteria prescribed under Section 7.2 of the Code? Yes/No

Yes

ii) Are there any exceptions?

No

iii) What is the process of selecting INEDs?

The Company has a Fit and Proper Person Policy which details the criteria for Board appointments.

In addition, the Board ensures that all INEDs satisfy the independence criteria enshrined in the Corporate Governance Codes and Guidelines.

Principles

Reporting Questions

Explanation on application or

deviation

The INEDs are independent in

character and judgment. They exhibit the required level of independence in their interactions on the Board and with the Company.

iv) Do the INEDs have letters of

appointment specifying their duties, liabilities and terms of engagement? Yes/No

Yes

v) Do the INEDs declare any

conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

Yes

vi) Does the Board ascertain and

confirm the independence of the INEDs? Yes/No

If yes, how often? What is the process?

Yes

The independence of the INEDs is assessed during the annual Board Performance Evaluation exercise to ascertain that they maintain the required level of independence.

Each INED annually certifies that he/she has complied with the independence criteria in the Corporate Governance Guidelines and Code

vii) Is the INED a Shareholder of the

Company? Yes/No

If yes, what is the percentage shareholding?

No.

None of the INEDs is a shareholder of the Company.

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?

Non-Executive Directors'

remuneration package includes Directors fees, sitting allowance and travel allowance.

Principle 8: Company Secretary

i) Is the Company Secretary in-house or outsourced?

In-house

Principles

Reporting Questions

Explanation on application or

deviation

"The Company

Secretary support the effectiveness of the Board by assisting the Board and

management to develop good corporate governance practices and culture within the Company"

ii) What is the qualification and

experience of the Company Secretary?

The Company Secretary is a legal

practitioner with over 26 years'

experience.

He is a Chartered Secretary, an Honorary Senior Member of Chartered Institute of Bankers of Nigeria and Member of Chartered Institute of Directors of Nigeria.

iii)Where the Company Secretary is

an employee of the Company, is the person a member of senior management?

Yes

iv) Who does the Company

Secretary report to?

The Company Secretary reports to the

Board with a dotted reporting line to the Group Managing Director/Chief Executive Officer

v) What is the appointment and

removal process of the Company Secretary?

The appointment and dismissal of the

Company Secretary is subject to the provisions section 333 of the Companies and Allied Matters Act, 2020.

vi) Who undertakes and

approves the performance appraisal of the Company Secretary?

The Group Managing Director/Chief

Executive Officer and the Board.

Principle 9: Access to Independent Advice

"Directors are sometimes required to make decisions of a technical and complex nature that may require independent external expertise"

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

If yes, where is it documented?

Yes

The Company has a policy on Directors' Access to Independent Professional Advice.

ii) Who bears the cost for the

independent professional advice?

The Company

iii) During the period under

review, did the Directors obtain any independent professional advice? Yes/No

If yes, provide details.

No

Principle 10: Meetings of the Board

i) What is the process for reviewing and approving minutes of Board meetings?

The Board reviews and approves minutes of previous meetings at the next meeting.

Principles

Reporting Questions

Explanation on application or

deviation

"Meetings are the

principal vehicle for conducting the business of the Board and successfully fulfilling the strategic objectives of the Company"

ii) What are the timelines for

sending the minutes to Directors?

The minutes of previous meetings are

sent to Directors at least 7 days before the next meeting.

iii) What are the implications for

Directors who do not meet the Company policy on meeting attendance?

Directors who do not meet the

minimum attendance threshold of two-thirds of all Board and Board Committee meetings do not qualify for re-election.

Principle 11: Board Committees

"To ensure efficiency and effectiveness, the Board delegates some of its functions, duties and responsibilities to well-structured committees, without abdicating its responsibilities"

i) Do the Board Committees have Board-approved Charters which set out their responsibilities and terms of reference? Yes/No

Yes

The Charters are all approved by the Board and the Central Bank of Nigeria.

ii) What is the process for reviewing and approving minutes of Board Committee of meetings?

The Board Committees review and approve minutes of previous meetings at the next meeting.

iii) What are the timelines for sending the minutes to the directors?

The minutes of previous meetings are sent to Directors at least 7 days before the next meeting.

iv) Who acts as Secretary to board committees?

The Company Secretary

1. What Board Committees are responsible for the following matters?

   1. Nomination and Governance

   2. Remuneration

   3. Audit

   4. Risk Management

a and b. The Board Governance, Nomination and Remuneration Committee

1. The Board Audit Committee

2. The Board Risk Management Committee

vi) What is the process of appointing the chair of each committee?

The Chairman of each Committee is appointed from amongst the members and approved by the Board.

Committee responsible for Nomination and Governance

vii) What is the proportion of INEDs to NEDs on the Committee responsible for Nomination and Governance?

3 members: 2 INEDs and 1 NED

viii) Is the chairman of the Committee a NED or INED?

The Chairman is an INED

ix) Does the Company have a succession plan policy? Yes/No

If yes, how often is it reviewed?

Yes

The Succession Planning Policy is

reviewed annually or as the need arises to ensure that it remains current

Principles

Reporting Questions

Explanation on application or

deviation

and adequately caters to the needs of

the Company.

x) How often are Board and Committee charters as well as other governance policies reviewed?

The Board and Committee Charters are reviewed and re-assessed every three years or such other period as the circumstance may warrant.

The Charters were reviewed and approved by the Central Bank of Nigeria on March 13, 2024 while the BAC Charter was further reviewed approved by the CBN on July 11,

2024.

xi) How does the committee report on its activities to the Board?

The Chairmen of the Committee present their reports to Directors during board meetings.

Committee responsible for Remuneration

xii) What is the proportion of INEDs to NEDs on the Committee responsible for Remuneration?

3 members: 2 INEDs and 1 NED

xiii) Is the chairman of the Committee a NED or INED?

The Chairman is an INED

Committee responsible for Audit

xiv) Does the Company have a Board Audit Committee separate from the Statutory Audit Committee? Yes/No

Yes

xv) Are members of the Committee responsible for Audit financially literate? Yes/No

Yes

xvi) What are their qualifications and experience?

The Qualifications of the Board Audit Committee members are contained in their profiles in Appendix 1.

xvii) Name the financial expert(s) on the Committee responsible for Audit

Mr. Abubakar Jimoh, FCA.

Mrs. Ojinika Olaghere, FCA.

xviii) How often does the Committee responsible for Audit review the internal auditor's reports?

At least once a quarter

Principles

Reporting Questions

Explanation on application or

deviation

xix) Does the Company have a

Board approved internal control framework in place? Yes/No

Yes. The Group has an approved

Internal Control Framework

xx) How does the Board monitor compliance with the internal control framework?

Internal Audit and Conduct and Compliance reports are presented to the Board Audit Committee and Board Risk Management Committee, respectively and subsequently to the Board.

xxi) Does the Committee responsible for Audit review the External Auditors management letter, Key Audit Matters and management response to issues raised? Yes/No

Please explain.

Yes

The External Auditors Management Letter, Key Audit Matters and Management's responses are presented to the Committee.

xxii) Is there a Board-approved policy that clearly specifies the non-audit services that the external auditor shall not provide? Yes/No

The list of non-audit services is contained in the Board Audit Committee Charter.

xxiii) How many times did the Audit Committee hold discussions with the head of internal audit function and external auditors without the management during the period under review?

The Audit Committee met separately once with the Company's External Auditors and Head of the Internal Audit Function on December 19, 2024.

Committee responsible for Risk Management

xxiv) Is the Chairman of the Risk Committee a NED or an INED?

The Chairman is a NED.

xxv) Is there a Board approved Risk Management framework? Yes/No?

If yes, when was it approved?

The Group has an Enterprise-Wide Risk Management Framework.

The Enterprise Risk Management Framework was reviewed and approved in April 2025.

xxvi) How often does the Committee review the adequacy and effectiveness of the Risk Management Controls in place?

Quarterly

The last review was done October 2025.

Principles

Reporting Questions

Explanation on application or

deviation

Date of last review

xxvii) Does the Company have a

Board-approved IT Data Governance Framework? Yes/No

If yes, how often is it reviewed?

Yes.

The IT Data Governance Framework is reviewed at least every two years or as may become expedient. The Framework was approved by the Board in April 2024 and will be due for revision in April 2026.

xxviii) How often does the

Committee receive and review compliance report on the IT Data Governance Framework?

Quarterly

xxix) Is the Chief Risk Officer

(CRO) a member of Senior Management and does he have relevant experience for this role? Yes/No

The role occupant is a management

level staff and has relevant experience for this role.

xxx) How many meetings of the

Committee did the CRO attend during the period under review?

4 meetings.

Principle 12:

Appointment to the Board

"A written, clearly defined, rigorous, formal and transparent procedure serves as a guide for the selection of Directors to ensure the appointment of high-quality individuals to the Board"

i) Is there a Board-approved policy for the appointment of Directors? Yes/No

Yes

ii) What criteria are considered for their appointment?

The Fit and Proper Person Policy is designed to ensure that the Company and its subsidiary entities are managed and overseen by competent, capable, and trustworthy individuals.

The criteria for Board appointment includes but is not limited to requisite qualifications, skills, experience, integrity, competence, diversity, and financial soundness.

iii) What is the Board process for ascertaining that prospective directors are fit and proper persons?

The Governance, Nomination and Remuneration Committee is responsible for both Executive and Non-Executive Director succession planning and recommends new appointments to the Board.

Principles

Reporting Questions

Explanation on application or

deviation

The Committee takes cognisance of

the existing range of skills, experience, background, and diversity on the Board in the context of the Company's strategic direction before articulating the specifications for the candidate sought.

The Committee also considers the need for appropriate demographic and gender balance in recommending candidates for Board appointments.

Enhanced due diligence is subsequently carried out on candidates who meet the criteria set by the Committee.

1. Is there a defined tenure for the

   following:

   1. The Chairman

   2. The MD/CEO

   3. INED

   4. NED

   5. EDs

Yes

v)Please state the tenure

MD/CEO - Maximum of 10 years.

Where an ED becomes MD/CEO, his/her cumulative tenure as ED and MD/CEO shall not exceed 10 years.

INED - Maximum of 2 terms of 4 years each

NED - Maximum tenure of 12 years comprising 3 terms of 4 years each.

EDs - Maximum of 10 years.

vi) Does the Board have a

process to ensure that it is refreshed periodically? Yes/No?

Yes

5Principle 13:

Induction and Continuing Education

"A formal induction programme on joining the Board as well as regular training assists

i) Does the Board have a formal induction programme for new directors? Yes/No

Yes

ii) During the period under review, were new Directors appointed? Yes/No

If yes, provide date of induction.

No

Principles

Reporting Questions

Explanation on application or

deviation

Directors to effectively

discharge their duties to

the Company"

iii) Are Directors provided

relevant training to enable them effectively discharge their duties? Yes/No

If yes, provide training details.

Yes

Directors participated in the under listed trainings in 2025:

1. Portfolio Management

2. Making Corporate Boards More Effective

3. Audit Committees in a New Era of Governance

4. Board Risk Masterclass

iv) How do you assess the

training needs of Directors?

This is benchmarked against new

industry/regulatory requirements, best practices as well as the Company's strategic aspirations.

v)Is there a Board-approved

training plan? Yes/No

Yes

vi) Has it been budgeted for?

Yes/No

Yes

Principle 14: Board Evaluation

"Annual Board evaluation assesses how each Director, the committees of the Board and the Board are committed to their roles, work together and continue to contribute effectively to the achievement of the Company's objectives"

i) Is there a Board-approved policy for evaluating Board performance? Yes/No

Yes

ii) For the period under review, was

there any Board Evaluation exercise conducted? Yes/No

Yes

iii) If yes, indicate whether

internal or external.

Provide date of last evaluation.

External

Board performance evaluation was conducted for the 2025 Financial Year.

iv) Has the Board Evaluation

report been presented to the full Board? Yes/No

If yes, indicate date of presentation.

Yes

The Board Performance Evaluation Report for the 2025 FY was presented to Directors during the Board meeting held on January 29, 2026.

v)Did the Chairman discuss the

evaluation report with the individual directors? Yes/No

Yes

vi) Is the result of the evaluation

for each Director considered in the re-election process? Yes/No

Yes

Principles

Reporting Questions

Explanation on application or

deviation

Principle 15:

Corporate Governance Evaluation

"Institutionalizing a system for evaluating the Company's corporate governance practices ensures that its governance standards, practices and processes are adequate and effective"

i) For the period under review, has the Company conducted a corporate governance evaluation? Yes/No

If yes, provide date of the evaluation.

Yes

Corporate Governance evaluation was conducted for the 2025 Financial Year.

ii) Is the result of the Corporate

Governance Evaluation presented and considered by the Board? Yes/No

Yes

iii) If yes, please indicate the

date of last presentation.

The Corporate Governance

Evaluation report for the 2025 FY was presented to Directors during the Board meeting held on January 29, 2026.

iv) Is the summary of the

Corporate Governance Evaluation included in the annual reports and Investors portal? Yes/No

Yes

Principle 16:

Remuneration Governance

"The Board ensures that the Company remunerates fairly,

responsibly and transparently so as to promote the

achievement of strategic objectives and positive outcomes in the short, medium and long term"

i) Is there a Board-approved Directors' remuneration policy? Yes/No

If yes, how often is it reviewed?

Yes.

The Group has a Remuneration Policy which is reviewed periodically and as the need arises to ensure that it remains relevant.

ii) Provide details of directors' fees, allowances and all other benefits paid to them during the period under review

The sum of N1.595 billion was paid to Directors in 2025.

iii) Is the remuneration of NEDS presented to shareholders for approval? Yes/No

If yes, when was it approved?

Yes.

The Directors fees for 2025 was approved by the shareholders at the Annual General Meeting of the Company held in May 2025.

iv) What portion of the NEDs remuneration is linked to company performance?

None.

Principles

Reporting Questions

Explanation on application or

deviation

v)Is there a Board-approved

remuneration policy for Executive and Senior management? Yes/No

If yes, to what extent is remuneration linked to company performance?

Yea.

The Group has a Remuneration Policy which ensures that the Company attracts and retains skilled professionals as Senior Management staff.

The Board had implemented measures to ensure that remuneration of Senior Management is adequately

linked to the Company's performance.

vi) Has the Board set KPIs for

Executive Management? Yes/No

Yes.

vii) If yes, was the performance

measured against the KPIs? Yes/No

Yes.

viii) Do the MD/CEO, EDs and

Company Secretary receive a sitting allowance and/or directors' fees? Yes/No

No.

ix) Which of the following

receive sitting allowance and/or fees:

a.MD/CEO b.ED

c.Company Secretary

d.Other Senior management staff

None.

x)Is there a Board-approved

clawback policy for Executive management? Yes/No

If yes, attach the policy.

Yes.

The clawback policy is contained in Appendix 2.

Principle 17: Risk Management

"A sound framework for managing risk and ensuring an effective internal control system is essential for achieving the strategic objectives of the Company"

i) Has the Board defined the company's risk appetite and limit? Yes/No

Yes.

ii) How often does the company

conduct a risk assessment?

Quarterly and as the need arises

iii) How often does the board

receive and review risk management reports?

Quarterly.

Principles

Reporting Questions

Explanation on application or

deviation

Principle 18: Internal

Audit

"An effective internal audit function provides assurance to the Board on the effectiveness of the governance, risk management and internal control systems"

i) Does the company have an Internal Audit function? Yes/No

If no, how has the Board obtained adequate assurance on the effectiveness of internal processes and systems?

Yes.

ii) Does the company have a Board-approved internal audit charter? Yes/No

Yes.

iii) Is the head of internal audit a member of senior management? Yes/No

Yes.

iv) What is the qualification and experience of the head of internal audit?

He is an accomplished Internal Auditor and Risk Consultant with a proven track record of auditing and assessing controls to identify, manage and reduce risks and ensure good compliance.

He has over 18 years' professional experience and is a Certified Internal Auditor and Fraud Examiner as well as a Chartered Accountant.

v)Does the company have a Board-approved annual risk-based internal audit plan? Yes/No

Yes.

vi) Does the head of the internal audit function report at least once every quarter to the committee responsible for audit, on the adequacy and effectiveness of management, governance, risk and control environment; deficiencies observed and management mitigation plans? Yes/No

Yes.

vii) Is there an external assessment of the effectiveness of the internal audit function at least once every three years by a qualified independent reviewer appointed by the Board? Yes/No

Yes.

The assessment was conducted in May 2025.

Principles

Reporting Questions

Explanation on application or

deviation

If yes, when was the last

assessment?

viii) Who undertakes and

approves the performance evaluation of the Head of Internal Audit?

The Board Audit Committee.

Principle 19:

Whistleblowing

"An effective whistleblowing framework for reporting any illegal or unethical behaviour

minimises the Company's exposure and prevents recurrence"

i) Does the company have a Board-approved whistleblowing framework? Yes/No

If yes, when was the date of last review

Yes.

The Whistleblowing Policy was approved in April 2025.

ii) Does the Board ensure that the whistleblowing mechanism and process are reliable, accessible to all stakeholders, guarantees anonymity and protection of the whistleblower? Yes/No

Yes. The Policy is available on the

Company's website.

1. Is the Audit committee provided with the following reports on a periodic basis?

   1. Reported cases

   2. Process and results of Investigated cases

Yes

Principle 20: External

Audit

"An external auditor is appointed to provide an independent opinion on the true and fair view of the financial statements of the Company to give assurance to stakeholders on the reliability of the financial statements"

i) Who makes the recommendations for the appointment, re-appointment or removal of external auditors?

The Board Audit Committee.

ii) Who approves the appointment,

re-appointment, and removal of External Auditors?

The approval of appointment,

reappointment or removal of External Auditors is done by the Board, subject to shareholders' approval and CBN's "No Objection".

iii) When was the first date of

appointment of the External auditors?

May 24, 2023.

iv) How often are the audit

partners rotated?

Every 5 years

Principle 21: General Meetings

"General Meetings are

important platforms for

i) How many days prior to the last general meeting were notices, annual reports and any other relevant information dispatched to Shareholders?

23 days

Principles

Reporting Questions

Explanation on application or

deviation

the Board to engage

shareholders to facilitate greater understanding of the

Company's business,

governance and

performance. They provide

shareholders with an opportunity to exercise their ownership rights and express their views to the Board on any areas of interest"

ii) Were the Chairmen of all Board

Committees and the Chairman of the Statutory Audit Committee present to respond to Shareholders' enquiries at the last meeting? Yes/No

Yes

Principle 22:

Shareholder Engagement

"The establishment of a system of regular dialogue with shareholders balance their needs, interests and expectations with the objectives of the Company"

1. Is there a Board-approved policy on shareholders' engagement? Yes/No

   If yes:

   1. when was it last reviewed?

   2. Is the policy hosted on the

company's website?

Yes

The policy was reviewed in 2025.

Yes, the policy is hosted on the website.

ii) How does the Board engage with

Institutional Investors and how often?

The Company organizes investors

calls periodically to engage with all investors.

The company has a robust investors section on its website which contains critical investor-related information including share price, investors news, details of the company's corporate actions as well as Financial Statements.

Principle 23:

Protection of Shareholder Rights

"Equitable treatment of shareholders and the protection of their statutory and general rights, particularly the interest of minority shareholders, promote good governance"

i) Does the Board ensure that adequate and timely information is provided to the shareholders on the Company's activities? Yes/No

Yes.

Principles

Reporting Questions

Explanation on application or

deviation

Principle 24: Business

Conduct and Ethics

"The establishment of professional business and ethical standards underscore the values for the protection and enhancement of the reputation of the Company while

promoting good conduct and investor confidence"

1. Does the company have a Board-approved Code of Business Conduct and Ethics (COBE) that guides the professional business and ethical standards? Yes/No

   If yes:

   1. Has the COBE been communicated to all internal and external Stakeholders?

      Yes/No

   2. Is the COBE applicable to any or all of the following:

      1. Board

      2. Senior management

      3. Other employees

      4. Third parties

Yes

Yes. It has been communicated to both internal and external stakeholders.

Yes, the Company has Codes of Ethics which apply to the Board, Senior Management, Other employees and third parties

ii) When was the date of last

review of the policy?

The policy was reviewed in July 2023.

iii) Has the Board incorporated a

process for identifying, monitoring, and reporting adherence to the COBE? Yes/No

Yes. There is a process in place for

identifying, monitoring, and reporting adherence to the COBE.

iv) What sanctions were

imposed for the period under review for non-compliance with the COBE?

There was no reported case of non-

compliance during the 2025 financial year, hence no sanction was imposed against the Company.

Principle 25: Ethical Culture

"The establishment of

policies and

mechanisms for monitoring insider trading, related party transactions, conflict of interest and other corrupt activities, mitigates the adverse effects of these abuses on the Company and promotes good ethical

1. Is there a Board- approved policy on insider trading? Yes/No

   If yes:

   1. When was the last date of review?

   2. How does the Board monitor compliance with this policy?

Yes

The policy was reviewed in February 2025.

The Company Secretary advises Insiders and Affected Person on the commencement and end of a non-dealing period on the company's securities.

ii) Does the company have a Board approved policy on related party transactions? Yes/No

If yes:

The Company has robust controls which regulate related party transactions. These provisions are contained in various policies including the Securities Dealing Policy and the Conflict-of-Interest Policy.

Principles

Reporting Questions

Explanation on application or

deviation

conduct and investor

confidence"

1. When was the last date of

   review?

2. How does the Board monitor compliance with this policy?

3. Is the policy applicable to any or all of the following:

The Securities Dealing Policy and

Conflict-of-Interest Policy were reviewed in February 2025.

The policies apply to the under listed persons:

• All Directors

• Members of the Shareholders'

  Audit Committee

• All Employees

• All Related Companies and their Employees

• All insiders as defined by the Investments & Securities Act

1. Board

2. Senior management

3. Other employees (Specify)

4. Third parties (Specify)

iii) How does the Board ensure

adequate disclosure of Related Party Transactions by the responsible parties?

Several disclosure mechanisms have

been implemented by the company to regulate related party transactions by staff and other affected parties.

In addition, Directors are required to disclose to the Board interests in contracts and proposed contracts with the Company.

1. Does the company have a

   Board-approved policy on conflict of interest? Yes/No

   If yes:

   1. When was the last date of review?

   2. How does the Board monitor compliance with this policy?

   3. Is the policy applicable to any or all of the following:

      1. Senior management

      2. Other employees (Specify)

Yes.

The policy was approved in February 2025.

Through the Governance, Nomination and Remuneration Committee.

Yes. It is applicable to the Board, Management, and employees.

Principles

Reporting Questions

Explanation on application or

deviation

community health and

safety ensures successful long-term business performance and projects the Company as a responsible corporate citizen contributing fo economic development"

and standards that support the design

of best-in-class local policies that enable effective mainstreaming of sustainability for strategic growth and long-term success.

ii) How does the Board monitor

compliance with the policy?

The Board monitors compliance with

the policy through the quarterly and periodic reports by the Head Sustainability Unit to the Board Human Resources and Sustainability Committee.

iii) How does the Board report

compliance with the policy?

The Board communicates compliance

with the Sustainability policy through the Sustainability report.

ivJ Is there a Board-approved

policy on diversity in the workplace? Yes/No

If yes, when was it last reviewed?

Yes.

The policy was revised and approved in 2025.

Principle 27:

Stakeholder Gommunication

i) Is there a Board-approved policy on stakeholder management and communication? Yes/No

Yes

"Communicating and interacting with

stakeholders keeps them conversant with the activities of the Company and assists them in making informed declsions"

ii) Does the Company have an up

to date investor relation portal? Yes/No

If yes, provide the link.

Yes

theaccesscorporation.com/investor-

relations/

Principle 28:

Disclosures

i) Does the company's annual

report include a summary of the corporate governance report? Yes/No

Yes.

"Full and

comprehensive disclosure of all matters material to

investors and stakeholders, and of matters set out in this Code,

ii) Has the company been fined by

any regulator during the reporting period? Yes/No

If yes, provide details of the fines and penalties.

Yes.

The Central Bank of Nigeria penalised Access Holdings Plc the sum of N10 million far failure to fill two required roles.

ensures proper monitoring of its

The Central Bank of Nigeria penalised Access Holdings Plc the sum of N1

Principles

Reporting Questions

Explanation on application or

deviation

implementation which

engenders

good corporate governance practice"

billion for deviation from the

requirement of Sections 2.3.3 and

2.3.4 of the Guidelines for Licensing and Regulation of Financial Holding

Companies in Nigeria, 2014.