Axa MANSARD - nccg reporting for 2025

S/No.

Items

Details

i.

Company Name

AXA MANSARD INSURANCE PLC

ii.

Date of Incorporation

23RD JUNE 1989

iii.

RC Number

133276

iv.

License Number

RC-016

v.

Company Physical Address

1412 AHMADU BELLO WAY, VI, LAGOS

vi.

Company Website Address

https://www.axamansard.com

vii.

Financial Year End

2025

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

OMOWUNMI ADEWUSI/1412 AHMADU BELLO WAY, VICTORIA ISLAND, LAGOS

x.

Name and Address of External Auditor(s)

ERNST & YOUNG 10TH FLOOR, UBA HOUSE, 57, MARINA LAGOS, LAGOS

xi.

Name and Address of Registrar(s)

DATAMAX REGISTRARS LIMITED/2C GBAGADA EXPRESSWAY, GBAGADA BY BEKO RANSOM KUTI PARK

xii.

Investor Relations Contact Person (E-mail and Phone No.)

NGOZI OLA-ISRAEL

Ngozi.ola-israel@axamansard.com 09095321068

xiii.

Name of the Governance Evaluation Consultant

DELOITTE & TOUCHE

xiv.

Name of the Board Evaluation Consultant

DELOITTE & TOUCHE

S/No.

Names

Position Held

Gender

Remarks

1

KUNLE AHMED

CHIEF EXECUTIVE OFFICER

MALE

3

OYEDOYIN AWOYINFA

CHIEF COMPLIANCE OFFICER

FEMALE

4

SOLA ODUMUYIWA

CHIEF INTERNAL AUDITOR

MALE

5

OMOWUNMI ADEWUSI

COMPANY SECRETARY

FEMALE

6

TEJU SCOTT

CHIEF RISK OFFICER

FEMALE

7

ADEKUNLE AKINBOWALE

CHIEF SECURITY OFFICER

MALE

8

ABISOLA NWOBOSHI

GROUP HEAD, LIFE BUSINESS

FEMALE

9

ADEMOLA LAWSON

GROUP HEAD, ENERGY AND EMERGING CORPORATES

MALE

10

OLAJUMOKE ODUNLAMI

CHIEF DISTIBUTION OFFICER

FEMALE

11

GANIU SHEFIU

CHIEF ACTUA

MALE

12

NGOZI OLA-ISRAEL

CHIEF FINANCIAL OFFICER

FEMALE

13

MR. OMOSHOLA YUSUF

CHIEF INFORMATION OFFICER

MALE

14

MRS. ADEBOLA SURAKAT

CHIEF MARKETING OFFICER

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/TERMS OF REFERENCE.

THIS WAS LAST REVIEWED AND APPROVED BY THE BOARD ON 21ST FEBRUARY 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) without compromising competence, independence and integrity "

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

THE DIRECTORS HAVE DIVERSE PROFESSIONAL QUALIFICATIONS AS WELL AS FINANCIAL AND TECHNICAL BACKGROUNDS. THEIR QUALIFICATIONS RANGE FROM FINANCIAL/ACCOUNTING BACKGROUND, AUDIT AND INSURANCE.

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 POLICY WHICH PROVIDES DIVERSITY, INCLUSION AND EQUALITY TO ALL STAFF IRRESPECTIVE OF THEIR GENDER, RACE, RELIGION, MARITAL OR SOCIAL CLASS.

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

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

YES.

MR. KOLA ADESINA - IS A DIRECTOR AT SAHARA GROUP, MR GBOLA AKINOLA IS A MEMBER OF THE BOARD OF DIRECTORS LACIAC,

KUNLE AHMED- NED, AXA MANSARD HEALTH LTD

TOPE ADENIYI- CEO, AXA MANSARD HEALTH LTD NED, AXA MANSARD INVESTMENTS LTD, AXA ONEHEALTH LIMITED AND PENIEL APARTMENT LTD

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

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

Principles

Reporting Questions

Explanation on application or deviation

effective direction of the

Board"

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?

30/6/23

vi) Are the roles and responsibilities of the

Chairman clearly defined? Yes/No

If yes, specify which document

YES, THIS IS STATED IN THE BOARD TERMS OF

REFERENCE AND HIS LETTER OF APPOINTMENT

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, THE MD/CEO HAS A CONTRACT OF EMPLOYMENT WHICH SETS OUT HIS AUTHORITY AND RELATIONSHIP WITH THE BOARD.

ii) Does the MD/CEO declare any conflict of

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

YES, THE MD/CEO DECLARES CONFLICT OF INTEREST

ON APPOINTMENT, ANNUALLY AND THEREAFTER AS THEY OCCUR.

iii) Which of the Board Committee meetings

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

1. BOARD RISK MANAGEMENT AND

   TECHNICAL COMMITTEE MEETING; AND

2. BOARD INVESTMENT AND FINANCE COMMITTEE

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

company? Yes/no.

If yes, please state the company(ies)?

YES, NED-AXA MANSARD HEALTH LIMITED

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, THE ED HAS A CONTRACT OF EMPLOYMENT

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, THE CONTRACT OF EMPLOYMENT SETS OUT THE

ROLES AND RESPONSIBILITIES

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

RASHIDAT ADEBISI, BEFORE HER RESIGNATION ACTED AS NEDs ON THE BOARDS OF AXA MANSARD INVESTMENTS LIMITED, AXA MANSARD HEALTH LIMITED AXA ONE HEALTH LIMITED AND APD LIMITED

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 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 THE NEDs ARE DOCUMENTED IN THE LETTER OF APPOINTMENT

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

YES, THE NEDS HAVE LETTERS OF APPOINTMENT STATING THEIR DUTIES, LIABILITIES AND TERMS OF ENGAGEMENT

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

YES

Principles

Reporting Questions

Explanation on application or deviation

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, THIS IS PROVIDED IN THE BOARD REPORTS

PRESENTED EVERY QUARTER AT BOARD MEETINGS.

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

THE INFORMATION IS REVIEWED BY THE COMPANY SECRETARIAT WHICH IS ALSO VERIFIED BY THE GOVERNANCE CONSULTANTS.

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 ED,

COMPANY SECRETARY AND INTERNAL AUDITOR.

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, THE INEDs MEET THE CRITERIA PRESCRIBED UNDER SECTION 7.2 OF THE CODE

ii) Are there any exceptions?

NO, THERE ARE NONE

iii) What is the process of selecting INEDs?

THE COMMITTEE RESPONSIBLE FOR NOMINATION AND

GOVERNANCE ENSURES INTERVIEWS ARE CONDUCTED FOR SUCH DIRECTORS TO ENSURE THAT THE PROPOSED DIRECTORS ARE FIT AND PROPER PERSONS. ALSO, BACKGROUND CHECKS ARE CARRIED OUT ON THEIR SUITABILITY AND TO CONFIRM THEIR SHAREHOLDING STATUS.

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 BOARD CONFIRMS THIS PRIOR TO APPOINTMENT BY CONDUCTING DUE DILIGENCE ON THE PROPOSED INEDS. THE GOVERNANCE AND NOMINATION COMMITTEE ENSURES THAT THE PROPOSED INEDS HAVE NO SHARES OR INTEREST IN THE COMPANY TO ENSURE THEY ARE TRULY INDEPENDENT

vii) Is the INED a Shareholder of the Company?

Yes/No

If yes, what is the percentage shareholding?

NO, THE INED IS NOT 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, THE INED DOES NOT HAVE ANY OTHER

RELATIONSHIP WITH THE COMPANY ASIDES FROM DIRECTORSHIP.

ix) What are the components of INEDs

remuneration?

SITTING ALLOWANCE, DIRECTORS FEES; AND TRAVEL

EXPENSES.

Principle 8: Company Secretary

"The Company Secretary support the effectiveness of the Board by assisting the Board and management to develop good corporate

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

IN-HOUSE

ii) What is the qualification and experience of the Company Secretary?

LEGAL PRACTITIONER WITH OVER 20 YEARS COGNATE EXPERIENCE, MEMBER OF INTERNATIONAL BAR ASSOCIATION, NIGERIAN BAR ASSOCIATION, CHARTERED INSTITUTE OF ARBITRATORS AND CHARTERED INSTITUTE OF SECRETARIES AND ADMINISTRATORS OF NIGERIA

Principles

Reporting Questions

Explanation on application or deviation

governance practices and

culture within the Company"

iii) Where the Company Secretary is an

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

YES, THE COMPANY SECRETARY IS A MEMBER OF

SENIOR MANAGEMENT

iv) Who does the Company Secretary report to?

THE BOARD AND THE CHIEF EXECUTIVE OFFICER

v) What is the appointment and removal

process of the Company Secretary?

THE BOARD IS RESPONSIBLE FOR APPOINTING AND

REMOVAL OF THE COMPANY SECRETARY IN LINE WITH THE PROVISIONS OF THE COMPANIES AND ALLIED MATTERS ACT 2020.

vi) Who undertakes and approves the

performance appraisal of the Company Secretary?

THE PERFORMANCE APPRAISAL OF THE COMPANY

SECRETARY IS DONE AT THE END OF THE YEAR BY THE CHAIRMAN OF THE BOARD DURING THE BOARD EVALUATION EXERCISE.

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?

THE TERMS OF REFERENCE ALLOW FOR THE BOARD TO ACCESS INDEPENDENT ADVICE WHERE REQUIRED.

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, THE DIRECTORS DID NOT OBTAIN ANY

INDEPENDENT PROFESSIONAL ADVICE

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 PREVIOUS MEETING ARE SHARED WITH THE DIRECTORS. THE MINUTES ARE THEREAFTER APPROVED AT THE BOARD MEETINGS.

ii) What are the timelines for sending the minutes

to Directors?

THE MINUTES OF THE MEETING ARE CIRCULATED TO THE DIRECTORS WITH THE NOTICE OF MEETING AT LEAST 14 DAYS BEFORE THE MEETING.

iii) What are the implications for Directors who

do not meet the Company policy on meeting attendance?

DIRECTORS ARE REQUIRED TO ATTEND 75% OF THE

MEETINGS. IF THEY FAIL TO ADHERE TO THIS, THEY MAY BE REMOVED BY THE SHAREHOLDERS AT BOARD MEETINGS.

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, THERE ARE BOARD APPROVED CHARTERS/TERMS OF REFERENCE FOR BOARD COMMITTEES.

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

THE MINUTES OF THE PREVIOUS MEETING ARE SHARED WITH THE DIRECTORS. THE MINUTES ARE THEREAFTER APPROVED AT THE BOARD COMMITTEE MEETINGS.

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

THE MINUTES OF THE MEETING ARE CIRCULATED TO THE DIRECTORS WITH THE NOTICE OF MEETING AT LEAST 14 DAYS BEFORE THE MEETING.

iv) Who acts as Secretary to board committees?

THE COMPANY SECRETARY AND MEMBERS OF THE LEGAL TEAM.

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

   1. Nomination and Governance

   2. Remuneration

   3. Audit

   4. Risk Management

1. BOARD GOVERNANCE, REMUNERATION, ESTABLISHMENT AND GENERAL-PURPOSE COMMITTEE

2. BOARD GOVERNANCE, REMUNERATION, ESTABLISHMENT AND GENERAL-PURPOSE COMMITTEE

3. STATUTORY AUDIT COMMITTEE D

4. BOARD RISK MANAGEMENT AND TECHNICAL COMMITTEE

Principles

Reporting Questions

Explanation on application or deviation

vi) What is the process of appointing the chair of

each committee?

THE CHAIRMEN OF THE COMMITTEES ARE DETEREMINED BY

THE BOARD.

Committee responsible for Nomination and Governance

hat is the proportion of INEDs to NEDs on the Committee responsible for Nomination and Governance?

2 INED: 2NEDs

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

INED

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

If yes, how often is it reviewed?

YES, THIS IS REVIEWED ANNUALLY

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

IN ACCORDANCE WITH THE TERMS OF REFERENCE

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

THE COMMITTEE PRESENTS ITS REPORTS TO THE BOARD THROUGH THE CHAIRMAN OF THE COMMITTEE AT THE BOARD MEETING AND THIS IS DOCUMENTED IN THE

MINUTES OF THE BOARD.

Committee responsible for Remuneration

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

2 INED: 2 NEDs

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

INED

Committee responsible for Audit

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

THE COMPANY HAS A STATUTORY AUDIT COMMITTEE IN WHICH THE BOARD MEMBERS ARE ADEQUATELY REPRESENTED ON IT.

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

YES, MEMBERS OF THE COMMITTEE ARE FINANCIALLY LITERATE

xv) What are their qualifications and experience?

THEY ALL HAVE REQUISITE KNOWLEDGE OF

ACCOUNTING, FINANCIAL ANALYSIS, AUDIT AND FINANCIAL REPORTING

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

MS ABIOLA BADA, MR DAN SHUAIB, MRS ADEBISI BAKARE, DAYO AFELUMO.& MR. HENRY AKWARA.

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

QUARTERLY

xviii) Does the Company have a Board approved internal control framework in place? Yes/No

YES, THERE IS A BOARD APPROVED INTERNAL CONTROL FRAMEWORK

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

A REPORT ON THIS IS PRESENTED TO THE BOARD QUARTERLY AND PERFORMANCE IS MONITORED.

xx) 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 AUDIT AND COMPLIANCE COMMITTEE REVIEWS THE EXTERNAL AUDITORS' MANAGEMENT LETTER AT THE END OF THE EXTERNAL AUDITORS' ENGAGEMENT, THE COMMITTEE REVIEWS THE EXTERNAL AUDITOR'S MANAGEMENT LETTER WHICH CONTAINS THE KEY AUDIT MATTERS AND MANAGEMENT RESPONSES. THE MANAGEMENT LETTER EXPLAINS ALL MATERIAL EXCEPTIONS NOTED WITH MANAGEMENT RESPONSE ON HOW TO ADDRESS THEM. THE COMMITTEE SEEKS CLARIFICATIONS FROM

EXTERNAL AUDITORS AND MANAGEMENT AS IT

Principles

Reporting Questions

Explanation on application or deviation

RELATES TO THE AUDIT OF THE COMPANY'S FINANCIAL

STATEMENTS AND MATTERS RAISED. THE COMMITTEE ALSO HAS PRIVATE DISCUSSIONS WITH THE EXTERNAL AUDITORS. THIS MEETING IS CALLED AN ''IN-CAMERA SESSION WITH THE EXTERNAL AUDITORS'' WHERE THEY

DISCUSS ISSUES CONSIDERED PRIVATE.

xxi) Is there a Board-approved policy that

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

YES

xxii) 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?

QUARTERLY (FOUR TIMES)

Committee responsible for Risk Management

xxiii) Is the Chairman of the Risk Committee a

NED or an INED?

NED

xxiv) Is there a Board approved Risk

Management framework? Yes/No?

If yes, when was it approved?

YES, THERE IS A BOARD-APPROVED FRAMEWORK THAT

IS REVIEWED ANNUALLY.

THE FRAMEWORK WAS LAST APPROVED IN 30th July 2025

xxv) How often does the Committee review the

adequacy and effectiveness of the Risk Management Controls in place?

Date of last review

QUARTERLY.

THIS WAS LAST DONE IN 30th JULY 2025

Does the Company have a Board-

approved IT Data Governance Framework? Yes/No

If yes, how often is it reviewed?

YES, THIS IS REVIEWED PERIODICALLY

xxvi) How often does the Committee receive

and review compliance report on the IT Data Governance Framework?

THE COMMITTEE REVIEWS A COMPLIANCE REPORT ON

THE IT DATA GOVERNANCE FRAMWORK QUARTERLY

xxvii) Is the Chief Risk Officer (CRO) a

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

YES, THE CHIEF RISK OFFICER IS A MEMBER OF SENIOR

MANAGEMENT AND HAS YEARS OF RELEVANT EXPERIENCE IN THE ROLE.

xxviii) How many meetings of the Committee

did the CRO attend during the period under review?

FOUR

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

THE PROCESS FOR APPOINTMENT OF DIRECTORS IS STATED IN THE TERMS OF REFERENCE

ii) What criteria are considered for their appointment?

DIRECTORS ARE CONSIDERED FOR APPOINTMENT BASED ON TECHNICAL AND FINANCIAL SKILLS, COMPETENCY IN INSURANCE, RISK MANAGEMENT, REGULATORY AND COMPLIANCE ISSUES, RECORD OF TANGIBLE ACHIEVEMENTS, INTEGRITY, DIVERSITY & INCLUSION AND COMMITMENT.

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

INTERVIEWS ARE CONDUCTED FOR PROSPECTIVE DIRECTORS TO ENSURE THAT THE PROPOSED DIRECTORS ARE FIT AND PROPER PERSONS. ALSO, BACKGROUND CHECKS ARE CARRIED OUT IN ORDER TO CONFIRM THAT THE DIRECTORS DO NOT HOLD ANY SHARES.

1. Is there a defined tenure for the following:

   1. The Chairman

A) YES

Principles

Reporting Questions

Explanation on application or deviation

1. The MD/CEO

2. INED

3. NED

4. Eds

1. YES

2. YES

3. YES

4. NO

v) Please state the tenure

1. 12 YEARS

2. 10 YEARS

3. 9 YEARS (THREE YEARS EACH RENEWABLE THREE TIMES)

4. 9 YEARS (THREE YEARS EACH RENEWABLE THREE TIMES)

5. THERE IS NO TENURE

vi) Does the Board have a process to ensure that

it is refreshed periodically? Yes/No?

YES

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, THIS IS DONE BY THE COMPANY SECRETARY

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

If yes, provide date of induction.

YES

25thJune 2025

iii) Are Directors provided relevant training to

enable them effectively to discharge their duties? Yes/No

If yes, provide training details.

YES, MEMBERS OF THE BOARD WERE TRAINED ON THE

17TH NOVEMBER TO 19TH NOVEMBER 2025

iv) How do you assess the training needs of

Directors?

THE COMPANY SECRETARY REVIEWS THE CURRENT

REGULATORY REALITIES AND THE BUSINESS NEEDS AND RECOMMENDS TRAININGS FOR THE CONSIDERATION OF THE DIRECTORS.

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

THE BOARD EVALUATION FOR 2024 FINANCIAL YEAR WAS CONDUCTED AND CONCLUDED IN MARCH 2025. THE BOARD EVALUATION FOR 2025 COMMENCED ON JANUARY 2026.

iii) If yes, indicate whether internal or external.

Provide date of last evaluation.

THE BOARD EVALUATION FOR 2025 FINANCIAL YEAR WILL BE CONDUCTED BY AN EXTERNAL CONSULTANT. THE LAST EVALUATION FOR THE 2024 FINANCIAL YEAR WAS FROM JANUARY 2025 AND ENDED IN MARCH 2025, THE REPORT WAS SUBMITTED TO OUR PRIMARY REGULATOR ON 30TH MARCH 2025

iv) Has the Board Evaluation report been

presented to the full Board? Yes/No

If yes, indicate date of presentation.

BOARD EVALUATION REPORT FOR THE 2024 FINANCIAL

YEAR WAS PRESENTED TO AT THE BOARD MEETING

HELD ON 30th April 2025

v) Did the Chairman discuss the evaluation

report with the individual directors? Yes/No

THE CHAIRMAN DISCUSSED THE BOARD EVALUATION

REPORT FOR THE 2024 FINANCIAL YEAR WITH THE DIRECTORS. THE CHAIRMAN IS YET TO DISCUSS THE REPORT FOR DECEMBER 2025 WITH THE DIRECTORS AS THE BOARD EVALUATION IS YET TO BE CONCLUDED.

vi) Is the result of the evaluation for each Director

considered in the re-election process?

Yes/No

YES

Principle 15: Corporate Governance Evaluation

i) For the period under review, has the Company conducted a corporate

governance evaluation? Yes/No

NO, THIS IS CURRENTLY ONGOING ALONG WITH THE BOARD EVALUATION.

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

NO, THIS IS CURRENTLY ONGOING.

iii) If yes, please indicate the date of last

presentation.

NOT APPLICABLE

iv) Is the summary of the Corporate Governance

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

YES, THE SUMMARY WILL BE INCLUDED IN THE ANNUAL

REPORTS & ACCOUNT FOR THE FINANCIAL YEAR ENDING 31ST DECEMBER 2025.

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, THIS IS REVIEWED PERIODICALLY AS THE NEED ARISES

ii) Provide details of directors' fees, allowances

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

DIRECTORS' FEES, AND OTHER BENEFITS ARE PAID TO

NON-EXECUTIVE DIRECTORS OF THE COMPANY AND ARE APPROVED BY THE SHAREHOLDERS AT THE ANNUAL GENERAL MEETINGS. THE SITTING ALLOWANCE IS PAID EVERY QUARTER, AFTER BOARD & BOARD COMMITTEE MEETINGS. THE ANNUAL ALLOWANCE IS PAID YEARLY.

iii) Is the remuneration of NEDS presented to

shareholders for approval? Yes/No

If yes, when was it approved?

YES, THE DIRECTORS' FEES ARE APPROVED BY THE

SHAREHOLDERS. IT WAS APPROVED AT THE AGM ON JULY 10TH 2025

iv) What portion of the NEDs remuneration is

linked to company performance?

THE NEDs' REMUNERATION IS NOT LINKED TO THE

COMPANY'S PERFORMANCE.

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, THIS IS IN LINE WITH THE COMPANY REMUNERATION POLICY.

ASIDE FROM THE SALARIES PAID TO THE ED AND THE SENIOR MANAGEMENT STAFF, A PORTION OF THE REMUNERATION IS LINKED TO THE COMPANY'S PERFORMANCE (PERFORMANCE 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, THE PERFORMANCE IS ALWAYS MEASURED USING

THE KPIs

viii) Do the MD/CEO, EDs and Company

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

NO, THE INDIVIDUALS MENTIONED DO NOT RECEIVE SITTING ALLOWANCE AND/OR DIRECTORS FEES

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 INDIVIDUALS OCCUPYING THOSE

POSITIONS RECEIVE SITTING ALLOWANCE

x) Is there a Board-approved clawback policy

for Executive management? Yes/No

If yes, attach the policy.

YES, THERE IS A BOARD APPROVED CLAWBACK POLICY, IT WAS APPROVED AT Q4 2020 BOARD MEETING

Principle 17: Risk Management

"A sound framework for managing risk and ensuring

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?

ANNUALLY

Principles

Reporting Questions

Explanation on application or deviation

an effective internal control

system is essential for achieving the strategic objectives of the Company"

iii) How often does the board receive and

review risk management reports?

THE BOARD RECEIVES AND REVIEWS RISK

MANAGEMENT REPORTS EVERY QUARTER

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 A CHARTERED ACCOUNTANT AND HAS

EXPERIENCE OF OVER 15 YEARS IN AUDIT AND PROFESSIONAL SERVICES. PRIOR TO WORKING AT THE COMPANY, HE WORKED AT PWC

v) Does the company have a Board-approved

annual risk-based internal audit plan? Yes/No

YES, THIS IS PREPARED BY THE INTERNAL AUDIT

FUNCTION BASED ON THE RISKS FACED BY THE COMPANY. THE ANNUAL INTERNAL AUDIT PLAN IS PREPARED AND PRESENTED TO THE AUDIT AND COMPLIANCE COMMITTEE FOR APPROVAL.

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, DELOITTE CARRIED OUT A QUALITY ASSESSMENT

REVIEW OF THE INTERNAL AUDIT FUNCTION AND PRESENTED THEIR RESULTS TO THE BOARD ON THE 30TH OF JULY 2025.

viii) Who undertakes and approves the

performance evaluation of the Head of Internal Audit?

THE STATUTORY AUDIT COMMITTEE

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, 29TH JULY 2024

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 THE 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 AUDIT COMMITTEE IS PROVIDED WITH THE REPORTS LISTED

Principle 20: External Audit

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

THE STATUTORY AUDIT COMMITTEE

Principles

Reporting Questions

Explanation on application or deviation

"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"

ii) Who approves the appointment, re-

appointment, and removal of External Auditors?

SHAREHOLDERS AT AGM

iii) When was the first date of appointment of the

External auditors?

10th of July 2025

iv) How often are the audit partners rotated?

THE AUDITORS WERE ROTATED AND APPROVED AT THE

ANNUAL GENERAL MEETING HELD ON JULY 10, 2025

Principle 21: General Meetings

"General Meetings are important platforms for 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"

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

THE NOTICE WAS SENT BY THE REGISTRARS ON THE 18th ON JUNE 2025, 21 DAYS BEFORE THE ANNUAL GENERAL MEETING

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, THE CHAIRMEN OF COMMITTEES WERE PRESENT.

SOME PHYSICALLY WHILE OTHERS VIRTUALLY.

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. IT WAS APPROVED BY THE BOARD AT THE MEETING OF THE BOARD OF DIRECTORS HELD ON 21ST FEBRUARY 2024.

ii) How does the Board engage with Institutional

Investors and how often?

THE COMPANY HAS AN INVESTOR RELATIONS TEAM

WHO ALONGISDE THE COMPANY SECRETARY ENGAGES INSTITUTIONAL INVESTORS WHEN OR WHERE NECESSARY.

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

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

YES, IT HAS BEEN COMMUNICATED TO ALL INTERNAL AND EXTERNAL STAKEHOLDERS

B) IT IS APPLICABLE TO ALL INDIVIDUALS OCCUPYING THE LISTED IN THOSE POSITIONS

Principles

Reporting Questions

Explanation on application or deviation

1. Other employees

2. Third parties

ii) When was the date of last review of the

policy?

THE POLICY WAS LAST REVIEWED IN 2018.

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 WERE NO SANCTIONS IMPOSED AS THERE WAS

FULL COMPLIANCE WITH THE CODE OF BUSINESS CONDUCT AND ETHICS

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 conduct and investor confidence"

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, IT WAS LAST REVIEWED IN FEBRUARY 2016

B) THE COMPANY SECRETARY MONITORS COMPLIANCE BY REGULAR TRAINING AND GIVES PERIODIC UPDATES.

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

1. 2012

2. THIS IS DONE THROUGH THE COMPANY SECRETARY

3. THE POLICY IS APPLICABLE TO ALL THE INDIVIDUALS OCCUPYING THE POSITIONS LISTED

iii) How does the Board ensure adequate

disclosure of Related Party Transactions by the responsible parties?

THE BOARD POLICY ON RELATED PARTY

TRANSACTIONS PERIODICALLY MANDATES THE DISCLOSURE OF ALL RELATED PARTY TRANSACTIONS BY THE RELATED PARTIES

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

1. FEBRUARY 2025

2. THIS IS DONE THROUGH THE COMPANY SECRETARY

3. IT IS APPLICABLE TO SENIOR MANAGEMENT AND ALL EMPLOYEES

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

THIS WAS REVIEWED IN 2017

ii) How does the Board monitor compliance

with the policy?

THE BOARD MONITORS COMPLIANCE THROUGH THE

SUSTAINABILITY INDEX REPORT

iii) How does the Board report compliance

with the policy?

THIS IS DONE VIA THE ANNUAL REPORT

iv) Is there a Board-approved policy on

diversity in the workplace? Yes/No

If yes, when was it last reviewed?

YES. 2016

Principles

Reporting Questions

Explanation on application or deviation

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.

ii) Does the Company have an up to date

investor relation portal? Yes/No

If yes, provide the link.

YES.

https://www.axamansard.com/investors/contacts

Principle 28: Disclosures

"Full and comprehensive disclosure of all matters material to

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

ensures proper monitoring of its implementation which engenders

good corporate governance practice"

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

YES, THIS IS INCLUDED IN THE ANNUAL REPORT.

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 COMPANY WAS FINED BY NAICOM

1. NON-COMPLIANCE WITH THE COMMISSION'S CIRCULAR ON FOREIGN REINSURER PARTICIPATION WITHOUT PRIOR APPROVAL-89,942,578.70

2. LATE FILING OF ANNUITY RETURNS -N650,161.25