And i leasing pl.-ng report

S/No.

Items

Details

i.

Company Name

C & I Leasing Plc

ii.

Date of Incorporation

December 28, 1990

iii.

RC Number

RC 161070

iv.

License Number

FI000185

v.

Company Physical Address

2, C & I Leasing Drive, Off Bisola

Durotimi Etti Drive, Off Admiralty

Way, Lekki Phase 1, Lagos

vi.

Company Website Address

C & I Leasing Plc - Your Preferred

Business Partner (c-ileasing.com)

vii.

Financial Year End

December 2024

viii.

Is the Company a part of a Group/Holding Company?

No

Yes/No

If yes, please state the name of the Group/Holding

Company

ix.

Name and Address of Company Secretary

Mbanugo Udenze & Co.

Plot 9b Olatunji Moore Street, Off

T.F. Kuboye Road, Lekki Phase 1,

Lagos

x.

Name and Address of External Auditor(s)

Ernst & Young

10th & 13th Floors, UBA House, 57,

Marina, Lagos

xi.

Name and Address of Registrar(s)

Cordros Registrars Limited

21 Norman Williams Street, Ikoyi,

Lagos State

xii.

Investor Relations Contact Person

Phone No: 07002673767

(E-mail and Phone No.)

Email:

contactcentre@cordros.com

xiii.

Name of the Governance Evaluation Consultant

TSEDAQAH ATTORNEYS

xiv.

Name of the Board Evaluation Consultant

TSEDAQAH ATTORNEYS

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

1. Board Details:

S/No.

Names of Board Members

Designation

Gender

Date First

Remark

(Chairman, MD, INED, NED,

Appointed/ Elected

ED)

1

DR. SAMUEL MADUKA

CHAIRMAN (Non-Executive

MALE

30TH APRIL 2020

ONYISHI

Director)

2

MR. CHUKWUEMEKA NDU

Vice-Chairman (Non-

Male

27TH OCTOBER 2015

Executive Director)

3

MR UGOJI LENIN UGOJI

Group Managing

Male

28TH JANUARY 2022

Director/CEO

4

MR. BABATUNDE EDUN

Non-executive Director

Male

30TH JULY 2019

5

MR. OMOTUNDE ALAO -

Non-executive Director

Male

14TH JUNE 2012

OLAIFA

6

MRS. FLORENCE OKOLI

Independent Non-Executive

Female

14TH JANUARY 2021

Director

7

MR. TOM ACHODA

Non-Executive Director

Male

14TH JANUARY 2021

8

ALHAJI SADIQ ABUBAKAR

Independent Non-Executive

Male

14TH JANUARY 2021

ADAMU

Director

9

MR. OLUYEMI ABAOLU-

Non-Executive Director

Male

14TH JANUARY 2021

JOHNSON

S/No.

Names of Board Members

No. of

No. of

Membership of

Designation

Number of Committee

Number of

Board

Board

Board

(Member or

Meetings Held in the

Committee

Meetings

Meetings

Committees

Chairman)

Reporting Year

Meetings

Held in the

Attended

Attended in

Reporting

in the

the

Year

Reporting

Reporting

Year

Year

1

DR. SAMUEL MADUKA

8

8

Nil

ONYISHI

2

MR. CHUKWUEMEKA E. NDU

8

7

OPERATIONS

CHARMAN

5

5

COMMITTEE

NOMINATION,

MEMBER

4

4

REMUNERATION

AND

CORPORATE

GOVERNANCE

COMMITTEE

3

MR. UGOJI LENIN UGOJI

8

8

OPERATIONS

MEMBER

5

5

COMMITTEE

BOARD RISK

MEMBER

3

3

COMMITTEE

4

MR. OMOTUNDE ALAO-

8

7

BOARD RISK

MEMBER

3

2

OLAIFA

COMMITTEE

AUDIT

MEMBER

6

5

COMMITTEE

5

MR. BABATUNDE EDUN

8

7

OPERATIONS

MEMBER

5

5

COMMITTEE

6

MRS FLORENCE OKOLI

8

8

OPERATIONS

MEMBER

5

5

COMMITTEE

S/No.

Names of Board Members

No. of

No. of

Membership of

Designation

Number of Committee

Number of

Board

Board

Board

(Member or

Meetings Held in the

Committee

Meetings

Meetings

Committees

Chairman)

Reporting Year

Meetings

Held in the

Attended

Attended in

Reporting

in the

the

Year

Reporting

Reporting

Year

Year

NOMINATION,

MEMBER

4

4

REMUNERATION

AND

CORPORATE

GOVERNANCE

7

MR. TOM OKO ACHODA

8

8

OPERATIONS

MEMBER

5

5

COMMITTEE

BOARD RISK

MEMBER

3

3

AND CONTROL

COMMITTEE

8

ALHAJI SADIQ ABUBAKAR

8

8

OPERATIONS

MEMBER

5

5

ADAMU

COMMITTEE

NOMINATION,

CHARMAN

4

3

REMUNERATION

AND

CORPORATE

GOVERNANCE

9

MR. OLUYEMI ABAOLU-

8

8

NOMINATION,

MEMBER

4

3

JOHNSON

REMUNERATION

AND

CORPORATE

GOVERNANCE

COMMITTEE

AUDIT AND

MEMBER

6

6

COMPLIANCE

COMMITTEE

BOARD RISK

CHAIRMAN

3

3

AND CONTROL

COMMITTEE

Section D - Details of Senior Management of the Company

1.

Senior Management:

S/No.

Names

Position Held

Gender

1

UGOJI LENIN UGOJI

GMD/CEO

MALE

2

ALEX MBAKOGU

DMD/COO

MALE

3

OKECHUKWU NNAKE

CFO

MALE

4

BABATUNDE OGUNTUNRIN

TREASURER

MALE

5

ADESOJI AIYEOLA

FINANCIAL CONTROLLER

MALE

6

ADA ONWUNEME

ACTING HEAD, OUTSOURCING

FEMALE

7

AYODELE BABATUNDE

COUNTRY MANAGER FLEET MGT

MALE

8

MUSTAPHA MOMOH

GENERAL MANAGER, MARINE

MALE

9

JAMES ANEBI

ACTING HEAD, INTERNAL AUDIT

MALE

10

AMOS IGHAEDE

ACTING HEAD RISK AND CONTROL

MALE

Principles

Reporting Questions

Explanation on application or deviation

Part A - Board of Directors and Officers of the Board

Principle 1: Role of the Board

i) Does the Board have an approved Charter

YES

"A

successful

Company is

which sets out its responsibilities and terms of

Last reviewed in May 2024

reference? Yes/No

headed

by

an

effective

If yes, when was it last reviewed?

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"

Principle

2: Board

Structure

i) What are the qualifications and experiences

MBA, CHARTERED ACCOUNTANT, LLM, EXPERIENCE IN

and Composition

of the directors?

TRANSPORTATION AND SHIPPING,

"The

effective

discharge

of

TELECOMMUNICATION LOGISTICS, BANK ASSET

MANAGEMENT, ECONOMICS, POWER, ENERGY

the

responsibilities

of

the

CAPITAL RAISING, DEAL STRUCTURING, ACQUISITION,

Board and its committees is

PROJECT FINANCING, ACCOUNTING, AUDITING

assured by an appropriate

TAXATION, RISK MANAGEMENT, BUSINESS INCOME,

balance of skills and diversity

AND PROCESS STREAMLINING RELATED EXPERTISE

(including

experience

and

gender)

without

compromising

competence,

ii) Does the company have a Board-approved

THE BOARD CHARTER CONTAINS RELEVANT

independence and integrity "

diversity policy? Yes/No

PROVISIONS ON DIVERSITY, AND THE DESIRED

If yes, to what extent have the diversity targets

TARGETS ARE MET

been achieved?

iii) Are there directors holding concurrent

1. DR SAMUEL MADUKA ONYISHI (PEACE MASS

directorships? Yes/No

TRANSIT LTD, PMT GLOBAL INVESTMENTS

If yes, state the names of the directors and the

LIMITED, MAY & BAKER PLC, GLOBUS BANK

companies.

LIMITED, PEACE MICRO-FINANCE BANK

LIMITEDADUKA UNIVERSITY)

2. MR. EMEKA NDU (RED STAR PLC, IMPERIAL

HOMES MORTGAGE BANK PLC, CORDROS

CAPITAL LIMITED)

3. UGOJI LENIN UGOJI (THE MELLANBY TRUST

COMPANY LIMITED, OBALENDE PROPERTIES

AND INVESTMENT COMPANY, PRAETORIAN

CAPITAL PARTNERSHIPS LIMITED.

4. MR.

BABATUNDE

OLAKUNLE

EDUN

(PRUDENTIAL MORTGAGE BANK,

BISWAL

LIMITED, TRANOS

CONTRACTING

LIMITED,

ACCAT

(NIGERIA)

LTD,

EXCHANGE

TELECOMMUNICATIONS LIMITED, AND THE

ILUBURIN

DEVELOPMENT

PROJECT

COMPANY LIMITED)

5. FLORENCE OKOLI (L&Z INTEGRATED FARMS

NIGERIA LIMITED,

THRIVING

ENGINEERING

LIMITED)

6. ALHAJI SADIQ ABUBAKAR ADAMU

(SEVENTH HEAVEN REALTY (ZAMA) LIMITED,

SIDLER

DYNAMIC

ENGINEERING

LIMITED,

HAMGAD

SECURITY

COMPANY

LIMITED,

BURGAMY

ICON

LIMITED,

GIDANRAMA

Principles

Reporting Questions

Explanation on application or deviation

SUPPORT SERVICES LIMITED, ICONIC ENERGY

LIMITED )

7. MR OLUYEMI ABAOLU-JOHNSON (CHIEF

EXECUTIVE OFFICER OF BVS) PROFESSIONAL

SERVICES

8. MR. TOM OKO ACHODA (Chief Executive

Officer of Treasure Capitals and Trusts

Limited)

NO

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.

Principle 3: Chairman

i)

Is the Chairman a member or chair of any of

NO

"The Chairman is responsible

the Board Committees? Yes/no

If yes, list them.

for

providing

overall

leadership of the Company

ii)

At which Committee meeting(s) was the

NON

and the Board, and eliciting

Chairman in attendance during the period

the constructive participation

under review?

of all Directors to facilitate the

effective

direction of

the

iii)

Is the Chairman an INED or a NED?

NED

Board"

iv) Is the Chairman a former MD/CEO or ED of

NO

the Company? Yes/No

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

v) When was he/she appointed as Chairman?

2020

vi) Are the

roles and responsibilities of the

YES, HIS RESPONSIBILITIES ARE DEFINED IN THE BOARD

Chairman clearly defined? Yes/No

CHARTER

If yes, specify which document

Principle

4:

Managing

i)

Does the MD/CEO have a contract of

YES

Director/

Chief

Executive

employment that sets out his authority and

Officer

relationship with the Board? Yes/No

"The

Managing

If no, in which documents is it specified?

Director/Chief

Executive

ii)

Does the MD/CEO declare any conflict of

YES

Officer is the head of

interest

on appointment, annually,

management delegated by

thereafter, and as they occur? Yes/No

the Board to run the affairs of

iii) Which of the Board Committee meetings

OPERATIONS COMMITTEE, BOARD RISK AND

the Company to achieve its

did the MD/CEO attend during the period

CONTROL COMMITTEE, AND HE WAS IN ATTENDANCE

strategic

objectives

for

under review?

AT THE AUDIT COMMITTEE AND THE NOMINATION,

sustainable

corporate

REMUNERATION, AND CORPORATE GOVERNANCE

performance"

COMMITTEE WHEN HIS PRESENCE WAS REQUIRED.

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

The Mellanby Trust Company Limited-

company? Yes/no.

Non-Executive Director

If yes, please state the company(ies)?

Obalende Properties and Investment Company-

Non-Executive Directors

Praetorian Capital Partnerships Limited-

Non-Executive Director

YES

v) Is the membership of the MD/CEO in these

companies in line with the Board-approved

policies? Yes/No

Principle

5:

Executive

i)

Do the EDs have contracts of employment?

THE COMPANY DOES NOT HAVE ANY EXECUTIVE

Directors

Yes/no

DIRECTOR APART FROM THE MD

Principles

Reporting Questions

Explanation on application or deviation

Executive

Directors

support

ii)

If yes, do the contracts of employment set

the Managing Director/Chief

out the roles and responsibilities of the EDs?

Executive

Officer

in

the

Yes/No

If no, in which document are the roles and

operations and management

responsibilities specified?

of the Company

iii) Do the EDs declare any conflict of interest

on appointment, annually, thereafter, and

as they occur? Yes/No

iv) Are there EDs serving as NEDs in any other

company? Yes/No

If yes, please list

v) Are their memberships in these companies

in line with Board-approved policy? Yes/No

Principle

6:

Non-Executive

i)

Are the roles and responsibilities of the NEDs

YES, THE BOARD CHARTER AND LETTERS OF

Directors

clearly defined and documented? Yes/No

APPOINTMENT

Non-Executive Directors bring

If yes, where are these documented?

to

bear

their knowledge,

ii)

Do the NEDs have letters of appointment

YES

expertise

and

independent

specifying their duties, liabilities, and terms

judgment on issues of strategy

of engagement? Yes/No

and

performance

on

the

iii)

Do the NEDs declare any conflict of interest

YES

Board

on appointment, annually, thereafter, and

as they occur? Yes/No

iv)

Are NEDs provided with information relating

YES, THROUGH CIRCULATION WHEN THEIR INPUT AND

to the management of the company and

APPROVAL ARE REQUIRED AND DURING BOARD

on all Board matters? Yes/No

MEETINGS

If yes, when is the information provided to

the NEDs

v)

What is the process of ensuring the

INFORMATION IS PROVIDED TO THE BOARD THROUGH

completeness and adequacy of the

THE COMPANY SECRETARY

information provided?

vi)

Do NEDs have unfettered access to the EDs,

YES

Company Secretary, and the Internal

Auditor? Yes/No

Principle 7: Independent Non-

i)

Do the INEDs meet the independence

YES

Executive Directors

criteria prescribed under Section 7.2 of the

Independent

Non-Executive

Code? Yes/No

Directors bring a high degree

ii)

Are there any exceptions?

NO

of objectivity to the Board for

sustaining

stakeholder

trust

iii)

What is the process of selecting INEDs?

THE PROCESS OF THEIR APPOINTMENT IS CLEARLY

and confidence"

STATED IN THE BOARD CHARTER.

iv)

Do the INEDs have letters of appointment

YES

specifying their duties, liabilities, and terms

of engagement? Yes/No

v)

Do the INEDs declare any conflict of interest

YES

on appointment, annually, thereafter, and

as they occur? Yes/No

vi)

Does the Board ascertain and confirm the

THE BOARD APPOINTS THEM THROUGH A VIGOROUS

independence of the INEDs? Yes/No

PROCESS AND ALSO ENSURES THAT THEY DECLARE

If yes, how often?

THEIR INDEPENDENCE ANNUALLY

What is the process?

vii)

Is the INED a Shareholder of the Company?

NO

Yes/No

If yes, what is the percentage of

shareholding?

Principles

Reporting Questions

Explanation on application or deviation

viii)

Does

the INED have another relationship

NO

with the Company apart from directorship

and/or shareholding? Yes/No

If yes, provide details.

ix)

What

are the components of INEDs

THEY ARE PAID DIRECTOR'S FEE ANNUALLY AND ARE

remuneration?

ALSO PAID SITTING ALLOWANCE AFTER EACH

MEETING

Principle

8:

Company

i)

Is the

Company Secretary in-house or

OUTSOURCED

Secretary

outsourced?

"The

Company Secretary

ii)

What is the qualification and experience of

A FIRM OF LEGAL PRACTITIONERS

support

the

effectiveness of

the Company Secretary?

the

Board

by

assisting

the

iii)

Where

the

Company Secretary

is

an

Board and management to

employee of the Company, is the person a

develop

good

corporate

member of senior management?

governance

practices

and

culture within the Company"

iv) Who does the Company Secretary report to?

TO THE BOARD THROUGH THE CHAIRMAN AND

ADMINISTRATIVELY TO THE MD/CEO

v)

What

is

the

appointment and removal

THEY ARE APPOINTED AND REMOVED BY THE BOARD

process of the Company Secretary?

vi) Who

undertakes

and

approves

the

THE BOARD

performance appraisal of the Company

Secretary?

Principle

9:

Access

to

i)

Does the company have a Board-approved

YES, BOARD CHARTER

Independent Advice

policy that allows directors access to

"Directors

are

sometimes

independent

professional

advice

in

the

discharge of their duties? Yes/No

required to make decisions of

If yes, where is it documented?

a technical

and

complex

nature

that

may

require

ii) Who bears the cost

for the independent

THE COMPANY

independent

external

professional advice?

expertise"

iii) During

the period under review, did the

NO

Directors

obtain

any

independent

professional advice? Yes/No

If yes, provide details.

Principle 10: Meetings of the

i) What

is

the process for reviewing and

THE MINUTES ARE DOCUMENTED BY THE COMPANY

Board

approving minutes of Board meetings?

SECRETARY AND REVIEWED AND APPROVED BY THE

"Meetings are the principal

BOARD

vehicle

for

conducting

the

ii) What are the timelines for sending the minutes

AFTER THE MEETING

business of the Board and

to Directors?

successfully

fulfilling

the

iii) What are the implications for Directors who

NO DIRECTOR HAS MISSED THE 75% ATTENDANCE,

strategic

objectives

of

the

do not meet the Company policy on meeting

HOWEVER, IF THEY DO, THEY ARE ISSUED A WARNING

Company"

attendance?

BY THE CHAIRMAN, AND IF THIS CONTINUES, THEY

MIGHT NOT QUALIFY FOR RE-ELECTION

Principle

11:

Board

i) Do the

Board Committees have Board-

YES

Committees

approved Charters which set out their

"To

ensure

efficiency

and

responsibilities

and

terms

of reference?

Yes/No

effectiveness,

the

Board

delegates

some

of

its

ii) What

is

the process for reviewing and

THEY ARE DOCUMENTED BY THE COMPANY

functions,

duties

and

approving minutes of Board Committee of

SECRETARY AND THEN CIRCULATED TO MEMBERS FOR

responsibilities

to

well-

meetings?

REVIEW, AND IT WILL BE CORRECTED IF NEEED BE AND

structured

committees,

APPROVED DURING THE NEXT MEETING

without

abdicating

its

iii) What are the timelines for sending the minutes

AFTER THE MEETING

responsibilities"

to the directors?

iv) Who acts as Secretary to board committees?

COMPANY SECRETARY

v) What Board Committees are responsible for

A AND B NOMINATION, REMUNERATION AND

the following matters?

CORPORATE GOVERNANCE COMMITTEE

a) Nomination and Governance

Principles

Reporting Questions

Explanation on application or deviation

b)

Remuneration

C. AUDIT COMMITTEE

c)

Audit

D. BOARD RISK AND CONTROL COMMITTEE

d)

Risk Management

vi) What is the process of appointing the chair of

THE CHAIRMAN OF EACH COMMITTEE IS APPOINTED

each committee?

BY THE BOARD

Committee responsible for

Nomination and Governance

vii) What is the proportion of INEDs to NEDs on the

2:2

Committee responsible for Nomination and

Governance?

viii) Is the chairman of the Committee a NED or

INED

INED?

ix)

Does the Company have a succession plan

YES, PERIODICALLY

policy? Yes/No

If yes, how often is it reviewed?

x)

How often are Board and Committee

PERIODICALLY

charters as well as other governance policies

reviewed?

xi)

How does the committee report on its

THEY REPORT THEIR ACTIVITIES TO THE

activities to the Board?

BOARD AT EVERY BOARD MEETING.

Committee responsible for Remuneration

xii) What is the proportion of INEDs to NEDs on

2:2

the

Committee

responsible

for

Remuneration?

xiii) Is the chairman of the Committee a NED or

INED

INED?

The committee

responsible for Audit

xv) Are members of the Committee responsible

YES

for Audit financially literate? Yes/No

xviii) How often does the Committee responsible

EVERY QUARTER

for Audit review the internal auditor's

reports?

xx) How does the Board monitor compliance

THROUGH ITS COMMITTEE

with the internal control framework?

Principles

Reporting Questions

Explanation on application or deviation

xxiii) How many times did the Audit Committee

TWICE

hold discussions with the head of the

internal audit function and external auditors

without the management during the period

under review?

Committee responsible for Risk Management

xxiv)Is the Chairman of the Risk Committee a

NED

NED or an INED?

xxv) Is

there a board-approved Risk

YES 28TH OCTOBER 2024

Management framework? Yes/No?

If yes, when was it approved?

xxvi)How often does the Committee review the

PERIODICALLY

adequacy and effectiveness of the Risk

2024

Management Controls in place?

Date of last review

xxvii) Does the Company have a Board-

YES

approved IT Data

Governance

Framework? Yes/No

If yes, how often is it reviewed?

PERIODICALLY

xxviii) How often does the Committee receive

EVERY QUARTER

and review compliance reports on the IT

Data Governance Framework?

xxix) Is the Chief Risk Officer (CRO) a member of

YES

Senior Management and does he have

relevant experience for this role? Yes/No

xxx) How many meetings of the Committee did

ALL

the CRO attend during the period under

review?

Principle 12: Appointment to

i) Is there a Board-approved policy for the

YES

the Board

appointment of Directors? Yes/No

"A written, clearly defined,

ii) What criteria are considered for their

SKILL, EXPERIENCE AND QUALIFICATION, CURRENT

rigorous,

formal

and

appointment?

DIRECTORSHIP AND APPOINTMENTS.

transparent procedure serves

iii) What is the Board process for

ascertaining

THE NOMINATION COMMITTEE CONDUCTS A REVIEW

as a guide for the selection of

that prospective directors are fit and proper

OF THE CANDIDATE BEFORE RECOMMENDING THEM

Directors

to

ensure

the

persons?

FOR APPOINTMENT

appointment of high-quality

individuals to the Board"

iv) Is there a defined tenure for the following:

A-NO

a)

The Chairman

B-NO,

b)

The MD/CEO

c)

INED

C-YES

d)

NED

D- YES

e)

Eds

v) Please state the tenure

NED- Three terms of four (4) years each

INED-TWO TERMS OF FOUR (4) YEARS EACH

vi) Does the Board have a process to ensure that

YES

it is refreshed periodically? Yes/No?

i) Does the Board have a formal induction

YES

Principle

13: Induction

and

programme for new directors? Yes/No

Continuing Education

ii) During the period under review, were new

NO

"A

formal

induction

Directors appointed? Yes/No

If yes, provide date of induction.

programme on

joining

the

Board as well as regular

iii) Are Directors provided relevant training to

YES

training

assists

Directors to

enable them effectively to discharge their

duties? Yes/No