Beta Glass plc fy2024 nccg report

FINANCIAL REPORTING COUNCIL OF NIGERIA

(Federal Ministry of Industry, Trade &

Investment)

FRC/CG/001: TEMPLATE FOR REPORTING COMPLIANCE WITH THE

NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Section A: Introduction

Corporate Governance is a key driver of corporate accountability and business prosperity. The Nigerian Code of Corporate Governance, 2018 (NCCG 2018) seeks to institutionalize corporate governance best practices in Nigerian companies. It is also aimed at increasing entities' levels of transparency, trust and integrity, and create an environment for sustainable business operations.

The Code adopts a principle-based approach in specifying minimum standards of practice that companies should adopt. Where so required, companies are required to adopt the "Apply and Explain" approach in reporting on compliance with the Code. The 'Apply and Explain' approach assumes application of all principles and requires entities to explain how the principles are applied. This requires companies to demonstrate how the specific activities they have undertaken best achieve the outcomes intended by the corporate governance principles specified in the Code.

This will help to prevent a 'box ticking' exercise as companies deliberately consider how they have (or have not) achieved the intended outcomes. Although, the Code recommends practices to enable companies apply the principles, it recognises that these practices can be tailored to meet industry or company needs. The Code is thus scalable to suit the type, size and growth phase of each company while still achieving the outcomes envisaged by the principles.

This form seeks to assess the company's level of compliance with the principles in the NCCG 2018. Entities should explain how these principles have been applied, specify areas of deviation from the principles and give reasons for these deviations and any alternative practice(s) adopted.

Please read the instructions below carefully before completing this form:

• i. Every line item and indicator must be completed.

• ii. Respond to each question with "Yes" where you have applied the principle, and "No" where you are yet to apply the principle.

• iii. An explanation on how you are applying the principle, or otherwise should be included as part of your response.

• iv. Not Applicable (N/A) is not a valid response.

Section B - General Information

Section C - Details of Board of the Company and Attendance at Meetings

1. Board Details:

Resigned with effect from

2. Attendance at Board and Committee Meetings:

Section D - Details of Senior Management of the Company

1. Senior Management:

Section E - Application

Board and its committees is assured by an appropriate balance of skills and diversity (including experience and gender) without

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 diversity is reflected in the membership composition of the Board, which has different gender, nationalities, fields of experience and ethnicities.

compromising competence,independence and integrity "

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

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

Yes. These are extensively detailed in the annual report. However, there is no conflict of interest.

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

iii) Is the Chairman an INED or a 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?

v) When was as Chairman?

he/she appointed 9th May 2024

vi) Are the roles and responsibilities of the

Chairman clearly defined? Yes/No

If yes, specify which document

Reporting Questions

Explanation on application or deviation

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

ii) iii) Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No Which of the Board Committee meetings did the MD/CEO attend during the period under review?

Yes.

He was in attendance at meetings of the following Committees to provide updates on activities of the Company:

a) Board Governance and Remuneration Committee

b) Board Risk and Audit Committee

iv) Is the MD/CEO serving as NED in any other company? Yes/no.

If yes, please state the company(ies)?

Yes. This is outlined in the annual report. However, there is no conflict of interest.

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 supportthe Managing

i)

Director/Chief

Executive operations Officer management of the Company

in the and

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)

iv) Are there EDs serving as NEDs in any other company? Yes/No

If yes, please list

Yes. This is outlined in the annual report. However, there is no conflict of interest.

i) Are the roles and responsibilities of the NEDs clearly defined and documented?

Yes/No

Yes. In their appointment letters as well as the Board/Committee Charters as well as the Board Nomination and Appointment Policy.

Non-Executive Directors bring to bear their knowledge, expertise and independent judgment on issues of strategy and performance on the Board

If yes, where are these documented?

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

Yes. This is done on a regular basis, typically at Board and Committee meetings and in between, as the need arises.

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

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

Yes. They all meet the prescribed criteria for independence as stipulated by regulatory agencies and legislation.

degree of objectivity to thehi Board for gh stakeholder

confidence" sustaining trust and

ii) Are there any exceptions?

Nil iii) What is the process of selecting INEDs?

This is detailed in the Board Nomination and Appointment Policy and with effective oversight from the Governance and Remuneration Committee.

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?

Annually, and as the need arises. A review of declarations as well as during the evaluation process and benchmarked by the guidelines from regulatory agencies and legislation on Independence.

• vii) Is the INED a Shareholder of the Company?

  Yes/No

  If yes, what is the percentage shareholding?

• viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding?

  Yes/No

  If yes, provide details.

ix) What are the components of INEDs remuneration?

Principle 8: Company

Secretary

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

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

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

iii) Where the Company Secretary is an employee of the Company, is the person a member of senior management?

N/A iv) Who does the Company Secretary report to?

The Board, under the direction of the Chairman v) What is the appointment and removal process of the Company Secretary?

This is within the purview of the Board and done objectively and transparently.

Principle 9:

Access to Independent Advice

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

vi)

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. This is extensively outlined in the Board Charter

• ii) Who bears the cost for the independent professional advice?

• iii) During the period under review, did the Directors obtain any independent professional advice? Yes/No

If yes, provide details.

Minutes are sent to directors on timely basis. The minutes are reviewed and approved by the Board.

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

Principle 11:

Board Committees

"To ensure efficiency and effectiveness, the Board delegates some of itsfunctions, duties and responsibilities to wellstructured committees, without abdicating its responsibilities"

ii) What are the timelines for sending the minutes to Directors?

14 days

i) Do the Board Committees have Board approved Charters which set out their responsibilities and terms of reference?

Yes/No

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

to

Reporting Questions

Explanation on application or deviation

• v) What Board Committees are responsible for the following matters?

  • a) Nomination and Governance

  • b) Remuneration

  • c) Audit

  • d) Risk Management

  • a) Governance and Remuneration Committee

  • b) Governance and Remuneration Committee

  • c) Board Risk and Audit Committee

  • d) Board Risk and Audit Committee

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

The chairs of the respective Board Committees are appointed 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?

3:2, noting that three of the four INEDs are members of the Governance and Remuneration Committee.

viii) Is the chairman of the Committee a NED or

INED ?

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

If yes, how often is it reviewed?

An INED Yes. As the need arises

Committee responsible for Remuneration

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

An INED

Committee responsible for Audit

xiv) Does the Company have a Board Audit

Committee separate from the Statutory Audit Committee? Yes/No

xv) Are members of the Committee responsible for Audit financially literate?

Yes/No

xvi) What are qualifications

their and experience?

Yes. Board Risk and Audit Committee Yes Professionally qualified members with in-depth experience. Members have background in Finance, business strategy and organizational development

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