AIICO nccg report 2025

S/No.

Items

Details

i.

Company Name

AIICO INSURANCE PLC

ii.

Date of Incorporation

14TH JULY 1970

iii.

RC Number

RC 7340

iv.

License Number

RIC - 004

v.

Company Physical Address

Plot PC 12 Churchgate Street, Victoria Island, Lagos

vi.

Company Website Address

www. Aiicoplc.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

No

ix.

Name and Address of Company Secretary

Donald Kanu/Plot PC 12 Churchgate Street, Victoria Island, Lagos

x.

Name and Address of External Auditor(s)

Ernst & Young Professional Services/ 10th Floor,

UBA House, 57, Marina, Lagos, Nigeria

xi.

Name and Address of Registrar(s)

Coronation Registrars Limited/009 Amodu Ojikutu Street, Off Bishop Oluwole Street, Victoria Island, Lagos

xii.

Investor Relations Contact Person

(E-mail and Phone No.)

Moyosore Onanuga/ monanuga@aiicoplc.com/ 08092299108

xiii.

Name of the Governance Evaluation Consultant

18 Temple Nominees Limited

xiv.

Name of the Board Evaluation Consultant

18 Temple Nominees Limited

S/No.

Names

Position Held

Gender

1

Fajemirokun Babatunde Oloyede

MD/ Chief Executive Officer

Male

2

Kadri Adewale

Executive Director - Head, Corporate Business Division

Male

3

Ilori Gbenga

Executive Director - Head, Retail Business Division

Male

4

Shodimu Olusanjo Abayomi

GM- Chief Digital & Innovation Officer

Male

5

Donald Kanu

GM- Chief Compliance Officer

/Company Secretary/Legal Adviser

Male

6

Adebanjo Abiodun Ademola

GM- Chief Risk Officer

Male

7

Elias Bisola Omobola

DGM - Chief Financial Officer

Female

8

Adeniran Iyabo Sarah

DGM - Group Life Department

Female

9

Olukolajo Ezekiel Oluseun

DGM -Corporate Technical Department

Male

10

Akinsola Akinsola Sunday

DGM - Corporate Sales & Energy Group

Male

11

Akanni Oladele Isaac

DGM - Head of Sales (Northern Region)

Male

12

Aderinoye Adeniran Joseph

DGM - Head Brokers Management

Male

13

Okunlola Titilola Ramota

DGM - Chief Client Officer

Female

14

Erinle Adekunle Olatunji

DGM - Chief Internal Audit

Male

15

Obakin Oluyemi

AGM - Chief Human Resources Officer

Male

16

Olalandu Segun

AGM - Head Digital Marketing & Communication Officer

Male

17

Oluwabiyi Ezekiel Kunle

AGM- Head Group Life Sales

Male

18

Sodola Olutobi Oluwole

AGM- Head Group Life Technical

Male

19

Adedayo-Aiyelero Latifat Afolake

AGM-Multiclients

Female

20

Akinwunmi Olaseni Bashir

AGM - Sales & Agency Operations

Male

21

Mwangasha Kio Ruth

AGM- Chief Actuary

Female

Principles

Reporting Questions

Explanation on application or deviation

Part A - Board of Directors and Officers of the Board

Principle 1: Role of the Board

"A successful Company is headed by an effective Board which is responsible for providing entrepreneurial and strategic leadership as well as promoting ethical culture and responsible corporate citizenship. As a link between stakeholders and the Company, the

Board is to exercise oversight and control to ensure that management acts in the best interest of the shareholders and other stakeholders while sustaining the prosperity of the Company"

i) Does the Board have an approved Charter which sets out its responsibilities and terms of reference? Yes/No

If yes, when was it last reviewed?

Yes.

The Board has an approved Charter that outlines its duties and scope of authority. It was last reviewed on April 28, 2023.

Principle 2: Board Structure and Composition

"The effective discharge of the responsibilities of the Board and its committees is assured by an appropriate balance of skills and diversity (including experience and gender) without compromising competence, independence and integrity "

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

Directors appointed to the Board are experts from different sectors of the economy with diverse knowledge, skill and unfettered pedigree.

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

If yes, to what extent have the diversity targets been achieved?

Yes, the Company has a Diversity Policy, which was approved in 2021. The diversity targets have been achieved by developing inclusive leadership, thus,

increasing accountability and transparency. Diversity targets

have been met in the following areas: culture, age, religion, etc.

iii) Are there directors holding concurrent directorships? Yes/No

If yes, state names of the directors and the companies?

Yes. Three of the Directors hold concurrent Directorships in other Organisations which have been appropriately disclosed to the Board. Their concurrent Directorships have been considered and would not affect their responsibilities and effectiveness on the company's Board.

The Directors with concurrent Directorship are: Samaila Zubairu - African Financial Cooperation Olalekan Akinyanmi - Lekoil Limited

Ademola Adebise - AIICO Capital Limited

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 ?

The Chairman is not a member of any Committee and was not in attendance of any Committee meeting held during the period under review.

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

No, he is not

Principles

Reporting Questions

Explanation on application or deviation

If yes, when did his/her tenure as MD end?

v) When was he/she appointed as Chairman?

January 24, 2019

vi) Are the roles and responsibilities of the

Chairman clearly defined? Yes/No

If yes, specify which document

Yes, the roles and responsibilities of the Chairman are

explicitly stated in the terms of reference and Board charter.

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, he does

ii) Does the MD/CEO declare any conflict of

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

Yes, he does

iii) Which of the Board Committee meetings

did the MD/CEO attend during the period under review?

• Finance, Investment and General-Purpose Committee

• Compliance & ERM Committee

iv) Is the MD/CEO serving as NED in any other

company? Yes/no.

If yes, please state the company(ies)?

Yes, he is a NED in Food Concepts Plc and Xerox

Corporation Nigeria (XHS)

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

Yes, it is in line with Board approved policies.

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, they do.

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

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

Yes

v) Are their memberships in these companies

in line with Board-approved policy? Yes/No

Yes, it is in line with Board-approved policy.

Principle 6: Non-Executive Directors

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?

Yes, the roles and responsibilities of NEDs are clearly set out in the Board Terms of Reference, and their appointment letter

ii) Do the NEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No

Yes, they do.

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

Yes, they do.

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, information regarding the Company's

Management and all Board matters is contained in quarterly reports presented during Committee and Board meetings.

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

The Management team ensures that all reports are thoroughly scrutinized before presentation to the Board and Board Committee members.

Principles

Reporting Questions

Explanation on application or deviation

vi) Do NEDs have unfettered access to the EDs,

Company Secretary and the Internal Auditor? Yes/No

Yes, they do

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 process for selecting INEDs are:

1. Evaluation of competence and skills: The Nomination, Remuneration, Governance and

   Sustainability Committee (NRGSC) evaluates the balance of skills, knowledge and experience on the board along with its succession plan as part of the decision-making process.

2. Conduct of due diligence: The NRGSC collates the requirements for suitable candidates based on various criteria set by the board and the code of corporate governance and may appoint an external consultant to conduct a search for candidates that meet the identified criteria.

3. Report from external consultant: The external consultant shall, after its findings, present a shortlist of suitable candidates to the NRGSC for further screening.

4. Pre-regulatory evaluation: The NRGSC in line with fit and proper tests of the regulator screens the candidates to ensure that there are no adverse financial or reputational issues that would make them unsuitable for appointment as INED.

   Furthermore, the qualifications of the candidates are considered, and the most suitable candidates are presented to the Board.

5. Recommendation of suitable

   candidates to the Board of Directors for approval. Successful candidates are presented to the Board for approval.

6. Post-board approval: Board shall seek regulatory approval: The Board shall seek regulatory approval through the Chairman of the Board from the National Insurance Commission (NAICOM). Upon approval by NAICOM, the Director shall be presented to the Shareholders at a duly convened Annual General Meeting for ratification.

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, it is done annually. Using the criteria highlighted in the code of corporate governance, the Board assesses the INED through the NRGSC and determines their independence. In addition, a disclosure form is given to the INED to fill at the beginning of the financial year and it further assists in determining independence

vii) Is the INED a Shareholder of the Company?

Yes/No

If yes, what is the percentage shareholding?

No

Principles

Reporting Questions

Explanation on application or deviation

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?

The components of the INED's remuneration are rest and

recovery allowance, vehicle allowance, cash in-lieu of Christmas, training and development, sitting allowance and Director's fee.

Principle 8: Company Secretary

"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"

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

The Company Secretary is in-house

ii) What is the qualification and experience of

the Company Secretary?

He has the following qualifications: LLB, BL, LLM, PhD,

ICSAN and other professional qualifications. He has over 25years of experience spanning across the financial services and telecommunications sectors.

iii) Where the Company Secretary is an

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

Yes, he is. He is a General Manager (part of executive

management of the company).

iv) Who does the Company Secretary report to?

Functionally, he reports to the Board through the

Chairman, while administratively, he reports to the MD/CEO

v) What is the appointment and removal

process of the Company Secretary?

The approval of the Company Secretary (CS) is done through

a rigorous process and is subject to the approval of the Board. Once the Board approves, further approval is sought from the primary regulator, NAICOM. Subject to extant laws, the removal of the CS is a matter for the Board.

vi) Who undertakes and approves the

performance appraisal of the Company Secretary?

The Board of Directors and the MD/CEO.

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, it is documented in the board Charter. The Board Charter allows for the Board to seek independent professional advice in the discharge of their duties.

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.

Yes

Principle 10: Meetings of the Board

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

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

The Minutes of the meetings are circulated to members prior to the meeting date. Upon calling the meeting to order,

the Chairman asks members if there are corrections to the minutes. If there are, the

Company Secretary notes the amendments. After which the minutes is adopted via a motion by members.

ii) What are the timelines for sending the minutes

to Directors?

Not less than 14 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 Company policy on meeting

attendance are not considered for reelection by the Shareholders at the Annual General Meeting.

Principle 11: Board Committees

"To ensure efficiency and effectiveness, the Board delegates some of its functions, duties and responsibilities to well-

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

Yes, all Board Committees have their governing Terms of Reference.

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

Pre-meeting circulation and subsequent adoption at meeting.

Principles

Reporting Questions

Explanation on application or deviation

structured committees,

without abdicating its responsibilities"

iii) What are the timelines for sending the minutes

to the directors?

Not less than 2 weeks to the 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

1. FINANCE, INVESTMENT & GENERAL-PURPOSE

   COMMITTEE

2. NOMINATION, REMUNERATION, GOVERNANCE AND SUSTAINABILITY COMMITTEE

3. STATUTORY AUDIT COMMITTEE

4. COMPLIANCE & ERM COMMITTEE

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

The election process is contained in the terms of reference which allows members to nominate and elect a chair amongst themselves.

Committee responsible for Nomination and Governance

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

2:2- (Two INEDs and Two NEDs)

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

INED

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

If yes, how often is it reviewed?

Yes, it is reviewed every 2 years

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

They are reviewed in the space of two - three years, or as required

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

The committee chairman presents a report to the Board of

Directors at their meeting, where it is typically reviewed and discussed

Committee responsible for Remuneration

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

2:2- (Two INEDs and Two NEDs)

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

INED

Committee responsible for Audit

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

No, the Company only 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?

Accounting & Finance, Insurance and other related exposures

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

Raimund Synders Attu Raphael

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

Quarterly

Principles

Reporting Questions

Explanation on application or deviation

xix) Does the Company have a Board

approved internal control framework in place? Yes/No

Yes

xx) How does the Board monitor compliance

with the internal control framework?

Quarterly reports are presented by the Chairman, compliance

& ERM Committee 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 reports and letters are presented to the Board for

review and subsequently adopted after much deliberations.

xxii) Is there a Board-approved policy that

clearly specifies the non-audit services that the external auditor shall not provide? Yes/No

Yes

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?

None

Committee responsible for Risk Management

xxiv)Is the Chairman of the Risk Committee a

NED or an INED?

The Chairman of the Risk Committee is a NED

xxv) Is there a Board approved Risk

Management framework? Yes/No?

If yes, when was it approved?

Yes, it was last approved in January, 2025. The document is

undergoing review

xxvi)How often does the Committee review the

adequacy and effectiveness of the Risk Management Controls in place?

Date of last review

Quarterly. The date of last review is October 30,

2025

xxvii) Does the Company have a Board-

approved IT Data Governance Framework? Yes/No

If yes, how often is it reviewed?

Yes, it is reviewed quarterly.

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

Yes, he is a member of senior management and has relevant

experience.

xxx) How many meetings of the Committee did

the CRO attend during the period under review?

He attended all quarterly meetings of the

Committee

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 qualities highlighted in the Company and Allied Matters Act are considered. In addition to their expertise, their value add to the Company is also considered for their appointment.

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

The past records of the prospective directors are checked and verified.

1. Is there a defined tenure for the following:

   1. The Chairman

   2. The MD/CEO

   3. INED

   4. NED

Yes, there is

1. The Chairman - 9 years, subject to extant laws/regulations

2. MD/CEO - 10 years, subject to extant laws/regulations

3. INED - 9 years, subject to extant laws/regulations

Principles

Reporting Questions

Explanation on application or deviation

e) EDs

1. NED - 9 years, subject to extant laws/regulation

2. EDs - 10 years, subject to extant laws/regulations

v) Please state the tenure

1. The Chairman - 9 years, subject to extant

   laws/regulations.

2. MD/CEO - 10 years, subject to extant laws/regulations

3. INED - 9 years, subject to extant laws/regulations

4. INED - 9 years, subject to extant laws/regulation

5. EDs - 10 years, subject to extant laws/regulations

vi) Does the Board have a process to ensure that

it is refreshed periodically? Yes/No?

Yes, this is achieved through attending trainings and

conferences

Principle 13: Induction and Continuing Education

"A formal induction programme on joining the Board as well as regular training assists Directors to effectively discharge their duties to the Company"

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

Yes, it does. There is a board induction pack which is presented to the new appointees. The objective of this Induction Program is to put in place a structured on-boarding and familiarization process for new Directors with the Company's Board of Directors, corporate governance, strategic plan, business operations, business environment, senior management, and its finance amongst others as documented in the Induction Policy in line with the Nigerian

Code of Corporate Governance 2018.

ii) During the period under review, were new

Directors appointed? Yes/No

If yes, provide date of induction.

Yes

iii) Are Directors provided relevant training to

enable them effectively discharge their duties? Yes/No

If yes, provide training details.

Yes, Training sessions organized by the National Insurance Commission (NAICOM) and other trainings on Board Governance Masterclass and Exploring AI Tools and Evolving Roles

iv) How do you assess the training needs of

Directors?

Through Board assessments carried out by

Consultants and direct requests by Directors.

v) Is there a Board-approved training plan?

Yes/No

Yes, there is a Board approved training plan.

vi) Has it been budgeted for? Yes/No

Yes, it forms part of the Company's budget

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, there is. To ensure that all Directors make meaningful

contributions to the Board and valueadd for the growth of the business, Iit becomes imperative to subject directors to an assessment process.

ii) For the period under review, was there any

Board Evaluation exercise conducted?

Yes/No

Yes, there was

iii) If yes, indicate whether internal or external.

Provide date of last evaluation.

External. Currently on going

iv) Has the Board Evaluation report been

presented to the full Board? Yes/No

If yes, indicate date of presentation.

No, it has not been presented as the final report is yet to be

released by the consultants. The report will be presented to the full Board as soon as the report is ready.

v) Did the Chairman discuss the evaluation

report with the individual directors? Yes/No

The Board evaluation review is currently on going. The

report will be forwarded by the Consultants as soon as it is ready

vi) Is the result of the evaluation for each Director

considered in the re-election process?

Yes/No

Yes, the result of the evaluation for each Director is

considered in the re-election process.

Principle 15: Corporate Governance Evaluation

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

Yes, the corporate governance evaluation is ongoing and scheduled to be concluded within specified timelines.

Principles

Reporting Questions

Explanation on application or deviation

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

If yes, provide date of the evaluation.

ii) Is the result of the Corporate Governance

Evaluation presented and considered by the Board? Yes/No

Yes, it is

iii) If yes, please indicate the date of last

presentation.

The report for the period under review is yet to be

presented as the process for evaluation of the company's

corporate governance is still on going

iv) Is the summary of the Corporate Governance

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

Yes, the summary is included in the Company's annual

report and hosted on the investor's portal

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, it is reviewed every two (2) years, or when required.

ii) Provide details of directors' fees, allowances

and all other benefits paid to them during the period under review

Training & Development, Cash in-lieu of Christmas, transport

allowance, director's fees, sitting allowances, rest &

recovery allowance.

iii) Is the remuneration of NEDS presented to

shareholders for approval? Yes/No

If yes, when was it approved?

Yes

iv) What portion of the NEDs remuneration is

linked to company performance?

None

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?

Yes, there is. Aside basic salary, remuneration is linked to

the company performance to the extent of performance and bonus pay.

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, it was

viii) Do the MD/CEO, EDs and Company

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

No, they do not receive sitting allowance

1. Which of the following receive sitting

   allowance and/or fees:

   1. MD/CEO

   2. ED

   3. Company Secretary

   4. Other Senior management staff

None of the listed officers receive sitting allowances or fees.

x) Is there a Board-approved clawback policy

for Executive management? Yes/No

If yes, attach the policy.

Yes, find attached the claw back policy.

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, it has.

ii) How often does the company conduct a risk assessment?

Risk assessment is conducted quarterly.

iii) How often does the board receive and

review risk management reports?

Quarterly

Principle 18: Internal Audit

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

Yes, the Company has an internal audit function

Principles

Reporting Questions

Explanation on application or deviation

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

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

ii) Does the company have a Board-approved

internal audit charter? Yes/No

Yes, the Company has a board-approved internal audit

charter.

iii) Is the head of internal audit a member of

senior management? Yes/No

Yes, he is a Deputy General Manager (DGM)

iv) What is the qualification and experience of

the head of internal audit?

B.SC Accounting and he is a Fellow of Chartered Accountant

(FCA)

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

If yes, when was the last assessment?

Yes.

In line with the Combined Code of Corporate Governance issued by Financial Reporting Council the assessment of Internal Audit function is carried out every three years. The last filing was in 2023, and next fling will be done this year.

viii) Who undertakes and approves the

performance evaluation of the Head of Internal Audit?

The Board

Principle 19: Whistleblowing

"An effective whistle-blowing 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 last review date was in January 2025

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

Yes, the Board ensures that the whistleblowing mechanism and process are reliable, accessible to all stakeholders, guarantees anonymity and protection of the whistleblower.

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, the Statutory Board Audit Committee is provided with the reports of reported cases and process and results of Investigated cases.

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 recommendations for appointment or removal of external auditors are made by the Chairman, Audit Committee. Their re-appointment is ratified by the Shareholders at the annual general meeting.

ii) Who approves the appointment, re-

appointment, and removal of External Auditors?

Shareholders at the Annual General Meeting.

iii) When was the first date of appointment of the

External auditors?

May 20, 2019

iv) How often are the audit partners rotated?

Audit partners are rotated every two (2) years.

Principle 21: General Meetings

"General Meetings are important platforms for the Board to engage

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

Twenty-Four (24) days

ii) Were the Chairmen of all Board Committees

and the Chairman of the Statutory Audit Committee present to respond to

Yes, they were present to respond to Shareholders'

enquiries.

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Explanation on application or deviation

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"

Shareholders' enquiries at the last meeting?

Yes/No

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, there is.

1. January 30, 2024.

2. Yes, the Policy is hosted on the Company's

website.

ii) How does the Board engage with Institutional

Investors and how often?

The Board engages institutional investors through the

Investors Relation Manager. Engagements are done quarterly through press releases and emails.

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"

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

Yes, Shareholders are always engaged and do have access to the Company Secretary where they need to clarify the Company's activities.

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, the Company has a Board-approved code of business conduct and ethics.

1. Yes, it has.

2. Yes, it is applicable to all Parties. Parties listed in

(1) - (4) have responsibilities in ensuring compliance with the Policy.

ii) When was the date of last review of the

policy?

It was reviewed in December 2025.

iii) Has the Board incorporated a process for

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

Yes

iv) What sanctions were imposed for the period

under review for non-compliance with the COBE?

There has been no case of non-compliance with the COBE.

Principle 25: Ethical Culture

"The establishment of policies and mechanisms for monitoring insider trading, related party transactions, conflict of interest and other

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, there is a Board-approved Policy on insider trading.

1. September 21, 2020. The policy is currently being reviewed

2. Compliance with the Policy is monitored

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corrupt activities, mitigates the adverse effects of these abuses on the Company and promotes good ethical conduct and investor confidence"

through constant enlightenment of stakeholders and engagement/collaboration with the compliance team.

1. Does the company have a Board

   approved policy on related party transactions? 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. Board

      2. Senior management

      3. Other employees (Specify)

      4. Third parties (Specify)

Yes, there is.

1. September 21, 2024.

2. Compliance is monitored through the internal audit team.

3. The Policy is applicable to all Parties listed.

iii) How does the Board ensure adequate

disclosure of Related Party Transactions by the responsible parties?

Declarations are made at each Board meeting

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, it does.

1. The policy is currently being reviewed

2. Compliance is monitored by the Board through the internal audit team who regularly disseminate circulars on the above subject to all staff, informing them of the importance and encouraging full disclosure.

3. Yes, the Policy is applicable to all.

Principle 26: Sustainability

"Paying adequate attention to sustainability issues including environment, social, occupational and community health and safety ensures successful long-term business performance and projects the Company as a responsible corporate citizen contributing to economic development"

i) Is there a Board-approved sustainability policy? Yes/No

If yes, when was it last reviewed?

Yes, there is. It was last reviewed on July 1st, 2024.

ii) How does the Board monitor compliance

with the policy?

The Board monitors compliance through the ESG team; the

ESG team presents regular reports to the Board.

iii) How does the Board report compliance

with the policy?

Compliance to the Policy is reported in the Annual report

and accounts of the Company.

iv) Is there a Board-approved policy on

diversity in the workplace? Yes/No

If yes, when was it last reviewed?

Yes, there is a Diversity Policy in place. It was last reviewed on March 25, 2022. The Policy is currently under review

Principle 27: Stakeholder Communication

"Communicating and interacting with stakeholders keeps them conversant with the activities of the Company and assists them in making informed decisions"

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

Yes, there is a Stakeholder Management and Communication Policy. The policy was last reviewed in July 2025.

ii) Does the Company have an up to date

investor relation portal? Yes/No

If yes, provide the link.

Yes, it does -

https://www.aiicoplc.com/aboutus/investor-relations

Principle 28: Disclosures

"Full and comprehensive disclosure of all matters material to

i) Does the company's annual report include a summary of the corporate governance report? Yes/No

Yes, it does

ii) Has the company been fined by any

regulator during the reporting period?

Yes/No

No

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Explanation on application or deviation

investors and stakeholders,

and of matters set out in this Code,

ensures proper monitoring of its implementation which engenders

good corporate governance

practice"

If yes, provide details of the fines and

penalties.