Coronation Insurance PlcNSENG: WAPIC

Nccg compliance report 2024 fy

· Issued by Coronation Insurance Plc

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

S/No.

Items

Details

i.

Company Name

CORONATION INSURANCE PLC

ii.

Date of Incorporation

MARCH 14, 1958

iii.

RC Number

RC No.1647

iv.

License Number

RIC No.046

v.

Company Physical Address

119 AWOLOWO ROAD, IKOYI, LAGOS

vi.

Company Website Address

www.coronationinsurance.com.ng

vii.

Financial Year End

DECEMBER 31, 2024

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

MARY AGHA,

119 Awolowo Road Ikoyi Lagos

x.

Name and Address of External Auditor(s)

ERNST & YOUNG

UBA House, 10th Floor 57, Marina, Lagos, Nigeria

xi.

Name and Address of Registrar(s)

CORONATION REGISTRARS LIMITED

9, Amodu Ojikutu Street, Victoria Island, Lagos

xii.

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

JOSHUA OJUMOROjoshua.ojumoro@coronationinsurance.com.ng Tel. No.: 08057865599

xiii.

Name of the Governance Evaluation Consultant

Ernst & Young

xiv.

Name of the Board Evaluation Consultant

Ernst & Young

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

1. Board Details:

S/No.

Names of Board Members

Designation (Chairman, MD, INED, NED,

ED)

Gender

Date First Appointed/ Elected

Remark

1.

MR. MUTIU SUNMONU

CHAIRMAN

MALE

JANUARY 30, 2019

APPOINTED AS CHAIRMAN EFFECTIVE APRIL 27, 2020

2.

MR. OLUSEGUN OGBONNEWO

NON-EXECUTIVE DIRECTOR

MALE

OCTOBER 25, 2017

-

3.

MRS. TITILAYO OSUNTOKI

INDEPENDENT NON-EXECUTIVE DIRECTOR

FEMALE

JULY 1, 2020

-

4.

MRS. OMOSALEWA FAJOBI

NON-EXECUTIVE DIRECTOR

FEMALE

JULY 1, 2020

-

5.

MR. ABUBAKAR JIMOH

INDEPENDENT NON-EXECUTIVE DIRECTOR

MALE

MARCH 8, 2021

-

6.

MRS. STELLA OJEKWE-ONYEJELI

INDEPENDENT NON-EXECUTIVE DIRECTOR

FEMALE

AUGUST 19, 2022

-

7.

MRS. IBIJOKE ADENUGA

NON-EXECUTIVE DIRECTOR

FEMALE

AUGUST 19, 2022

-

8.

MR. VICTOR ETUOKWU

NON-EXECUTIVE DIRECTOR

MALE

JULY 17, 2024

-

9.

MR. OLAMIDE OLAJOLO

MANAGING DIRECTOR

MALE

JUNE 17, 2021

-

10.

MR. ADEWALE ADENEYE

EXECUTIVE DIRECTOR TECHNICAL OPERATIONS

MALE

-

2. Attendance at Board and Committee Meetings:

S/No.

Names of Board Members

No. of Board Meetings Held in the Reporting Year

No. of Board Meetings Attended in the Reporting Year

Membership of Board Committees

Designation (Member or Chairman)

Number of Committee Meetings Held in the Reporting Year

Number of Committee Meetings Attended in the Reporting Year

1.

MR. MUTIU SUNMONU

4

4

NO

CHAIRMAN

-

-

2.

MR. OLUSEGUN OGBONNEWO

4

4

BOARD INFORMATION TECHNOLOGY COMMITTEE

CHAIRMAN

4

4

BOARD ENTERPRISE RISK MANAGEMENT COMMITTEE

MEMBER

4

4

BOARD FINANCE, INVESTMENT & GENERAL-PURPOSE COMMITTEE

MEMBER

4

4

BOARD ESTABLISHMENT & REMUNERATION COMMITTEE

MEMBER

4

4

3.

Mrs. Titilayo Osuntoki

4

4

BOARD ENTERPRISE RISK MANAGEMENT COMMITTEE

CHAIRPERSON

4

4

BOARD FINANCE, INVESTMENT & GENERAL-PURPOSE COMMITTEE

MEMBER

5

5

BOARD ESTABLISHMENT & REMUNERATION COMMITTEE

CHAIRPERSON

4

4

BOARD AUDIT & COMPLIANCE COMMITTEE

MEMBER

4

4

4.

MRS. OMOSALEWA FAJOBI

4

4

BOARD ENTERPRISE RISK MANAGEMENT COMMITTEE

MEMBER

4

4

BOARD FINANCE, INVESTMENT & GENERAL-PURPOSE COMMITTEE

MEMBER

4

4

BOARD ESTABLISHMENT &

MEMBER

4

4

S/No.

Names of Board Members

No. of Board Meetings Held in the Reporting Year

No. of Board Meetings Attended in the Reporting Year

Membership of Board Committees

Designation (Member or Chairman)

Number of Committee Meetings Held in the Reporting Year

Number of Committee Meetings Attended in the Reporting Year

REMUNERATION COMMITTEE

BOARD AUDIT & COMPLIANCE COMMITTEE

MEMBER

4

4

5.

MR. ABUBAKAR JIMOH

4

4

BOARD AUDIT & COMPLIANCE COMMITTEE

CHAIRMAN

4

4

BOARD ENTERPRISE RISK MANAGEMENT COMMITTEE

MEMBER

4

4

BOARD FINANCE, INVESTMENT & GENERAL-PURPOSE COMMITTEE

MEMBER

5

4

BOARD INFORMATION TECHNOLOGY COMMITTEE

MEMBER

4

4

6.

MRS. STELLA OJEKWE-ONYEJELI

4

4

BOARD FINANCE, INVESTMENT & GENERAL-PURPOSE COMMITTEE

CHAIRPERSON

4

4

BOARD ENTERPRISE RISK MANAGEMENT COMMITTEE

MEMBER

4

4

BOARD AUDIT & COMPLIANCE COMMITTEE

MEMBER

4

4

7.

MRS. IBIJOKE ADENUGA

4

4

BOARD ENTERPRISE RISK MANAGEMENT COMMITTEE

MEMBER

4

4

BOARD FINANCE, INVESTMENT & GENERAL-PURPOSE COMMITTEE

MEMBER

4

4

BOARD ESTABLISHMENT & REMUNERATION COMMITTEE

MEMBER

4

4

BOARD INFORMATION TECHNOLOGY COMMITTEE

MEMBER

4

4

S/No.

Names of Board Members

No. of Board Meetings Held in the Reporting Year

No. of Board Meetings Attended in the Reporting Year

Membership of Board Committees

Designation (Member or Chairman)

Number of Committee Meetings Held in the Reporting Year

Number of Committee Meetings Attended in the Reporting Year

8.

MR. VICTOR ETUOKWU

4

2

APPOINTMENT EFFECTIVE JULY 17, 2024

BOARD ENTERPRISE RISK MANAGEMENT COMMITTEE

MEMBER

4

1

APPOINTMENT EFFECTIVE JULY 17, 2024

BOARD FINANCE, INVESTMENT & GENERAL-PURPOSE COMMITTEE

MEMBER

4

1

APPOINTMENT EFFECTIVE JULY 17, 2024

BOARD ESTABLISHMENT & REMUNERATION COMMITTEE

MEMBER

4

1

APPOINTMENT EFFECTIVE JULY 17, 2024

BOARD INFORMATION TECHNOLOGY COMMITTEE

MEMBER

4

1

APPOINTMENT EFFECTIVE JULY 17, 2024

BOARD AUDIT & COMPLIANCE COMMITTEE

MEMBER

4

1

APPOINTMENT EFFECTIVE JULY 17, 2024

9.

MR. OLAMIDE OLAJOLO

4

4

BOARD ENTERPRISE RISK MANAGEMENT COMMITTEE

MEMBER

4

4

BOARD FINANCE, INVESTMENT & GENERAL-PURPOSE COMMITTEE

MEMBER

4

4

BOARD INFORMATION TECHNOLOGY COMMITTEE

MEMBER

4

4

10.

MR. ADEWALE ADENEYE

4

4

BOARD FINANCE, INVESTMENT & GENERAL-PURPOSE COMMITTEE

MEMBER

4

4

Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.

Names

Position Held

Gender

1.

MR. OLAMIDE OLAJOLO

MANAGING DIRECTOR/CEO

MALE

2.

MR. ADEWALE ADENEYE

EXECUTIVE DIRECTOR TECHNICAL OPERATIONS

MALE

3.

MS. MARY AGHA

COMPANY SECRETARY/LEGAL ADVISER

FEMALE

4.

MR. KAREEM MUSA

CHIEF INTERNAL AUDITOR

MALE

5.

MR. NELSON MADU

HEAD INFORMATION TECHNOLOGY

MALE

6.

MRS. NNEKA NATH-UDEZE

HEAD OPERATIONS

MALE

7.

MR. UCHENNA OKANRANWALU

HEAD BANCASSURANCE

MALE

Section E - Application

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 CHARTER IS REVIEWED PERIODICALLY AS MAY BE REQUIRED AND WAS LAST REVIEWED IN JULY 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?

THE DIRECTORS POSSESS A MIX OF SKILLS AND COMPETENCIES AND ARE PERSONS WITH KNOWLEDGE OF THE INSURANCE AND FINANCIAL SERVICES INDUSTRY WITH THE ABILITY TO READ AND COMPREHEND FINANCIAL REPORTS AND ACCOUNTS WHICH IS KEY FOR A DIRECTOR OF AN INSURANCE COMPANY.

PLEASE SEE ATTACHED THE PROFILES OF THE DIRECTORS IN APPENDIX A

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

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

NO.

THE BOARD SUCCESSION PLAN HOWEVER AIMS FOR A WELL-BALANCED DIVERSITY AND THE BOARD OF DIRECTORS REFLECTS AN APPROPRIATE MIX OF INDIVIDUALS WITH THE PROFESSIONAL EXPERIENCE, KNOWLEDGE, SKILLS AND GENDER

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

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

YES

PLEASE SEE ATTACHED APPENDIX B

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 ?

NONE

iii) Is the Chairman an INED or a NED?

THE CHAIRMAN IS A NON-EXECUTIVE DIRECTOR

iv) Is the Chairman a former MD/CEO or ED of the Company? Yes/No

NO

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?

APRIL 27, 2020

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 CLEARLY DEFINED IN THE CHARTER OF THE BOARD OF DIRECTORS AND IN THE BOARD SUCCESSION PLAN POLICY

Principle Director/ Officer

4: Chief

Managing Executive

"The

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

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

If no, in which documents is it specified?

YES

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

THE MD/CEO IS REQUIRED TO DISCLOSE ANY CONFLICTS OF INTEREST UPON APPOINTMENT, AS THEY OCCUR AND ANNUALLY SUBSEQUENTLY THEREAFTER

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

THE MD/CEO IS A MEMBER OF THE BOARD FINANCE, INVESTMENT & GENERAL-PURPOSE COMMITTEE, THE BOARD ENTERPRISE RISK MANAGEMENT COMMITTEE AND THE BOARD INFORMATION TECHNOLOGY COMMITTEE AND ATTENDED ALL THE MEETINGS OF THE COMMITTEES IN THIS CAPACITY.

THE MANAGING DIRECTOR WAS ALSO IN ATTENDANCE AT THE BOARD AUDIT & COMPLIANCE COMMITTEE AND THE BOARD ESTABLISHMENT & REMUNERATION COMMITTEE

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

If yes, please state the company(ies)?

YES

THE MANAGING DIRECTOR IS A NON-EXECUTIVE DIRECTOR ON THE BOARD OF CORONATION INSURANCE GHANA LTD

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

YES

Principle Directors

5: Executive

Executive Directors support the Managing Director/Chief

Executive Officer in the operations and management of the Company

i) Do the EDs have contracts of employment?

Yes/no

YES

ii) If yes, do the contracts of employment set out the roles and responsibilities of the EDs?

Yes/No

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

YES

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

YES

THE EXECUTIVE DIRECTOR IS REQUIRED TO DISCLOSE ANY CONFLICTS OF INTEREST UPON APPOINTMENT, AS THEY OCCUR AND ANNUALLY SUBSEQUENTLY THEREAFTER

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

If yes, please list

NO

v) Are their memberships in these companies in line with Board-approved policy? Yes/No

-

Principle Directors

6: Non-Executive

Non-Executive Directors bring to bear their knowledge, expertise and independent

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 NON-EXECUTIVE DIRECTORS ARE CLEARLY DEFINED IN THEIR LETTERS OF APPOINTMENT AS WELL AS IN THE CHARTER OF THE BOARD OF DIRECTORS

Principles

Reporting Questions

Explanation on application or deviation

judgment on issues of strategy and performance on the Board

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

YES

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

THE NON-EXECUTIVE DIRECTORS ARE REQUIRED TO DISCLOSE ANY CONFLICTS OF INTEREST UPON APPOINTMENT, AS THEY OCCUR AND ANNUALLY SUBSEQUENTLY THEREAFTER

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

THE NON-EXECUTIVE DIRECTORS ARE PROVIDED WITH INFORMATION RELATING TO THE MANAGEMENT OF THE COMPANY AND ON ALL BOARD MATTERS AS PART OF THEIR INDUCTION PROGRAM AND SUBSEQUENTLY AS THE NEED ARISES. DETAILED REPORTS ON THE MANAGEMENT OF THE COMPANY IS ALSO PROVIDED TO THE DIRECTORS DURING THE QUARTERLY BOARD REPORTS

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

adequacy ensuring of the

REPORTS TO THE BOARD ON THE MANAGEMENT OF THE COMPANY ARE REVIEWED BY THE MANAGEMENT TEAM AND THE COMPANY SECRETARY SERVES AS A CENTRAL SOURCE FOR ENSURING GOOD INFORMATION FLOW BETWEEN THE BOARD, BOARD COMMITTEES AND SENIOR MANAGEMENT

vi) Do NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor? Yes/No

YES

Principle 7: Independent Non-Executive Directors

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

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

YES

ii) Are there any exceptions?

NO

iii) What is the process of selecting INEDs?

THE COMPANY HAS A FIT AND PROPER PERSON POLICY WHICH GUIDES THE PROCESS FOR SELECTION OF NON-EXECUTIVE DIRECTORS. THE COMPANY ALSO HAS AN INDEPENDENT DIRECTOR POLICY WHICH DEFINES THE COMPANY'S APPROACH TO DETERMINING DIRECTOR INDEPENDENCE. BOTH POLICIES ARE INTERPRETED CONCURRENTLY IN THE SELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTORS

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

THE INDEPENDENT NON-EXECUTIVE DIRECTORS ARE REQUIRED TO DISCLOSE ANY CONFLICTS OF INTEREST UPON APPOINTMENT, AS THEY OCCUR AND ANNUALLY SUBSEQUENTLY THEREAFTER

vi) Does the Board ascertain and confirm the independence of the INEDs? Yes/No

If yes, how often?

What is the process?

YES

THIS IS DONE ANNUALLY IN LINE WITH THE PROCEDURE AS STATED IN THE INDEPENDENT DIRECTOR POLICY.

vii) Is the INED a Shareholder of the Company?

Yes/No

If yes, what is the percentage shareholding?

NO

viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding? Yes/No

If yes, provide details.

NO

Principles

Reporting Questions

Explanation on application or deviation

ix) What are the remuneration?

components of INEDs

ANNUAL DIRECTORS' FEES, SITTING ALLOWANCES AND REIMBURSABLE EXPENSES

Principle Secretary

8: Company

"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?

THE COMPANY SECRETARY POSSESS OVER 25 YEARS EXPERIENCE IN LITIGATION, CORPORATE AND COMMERCIAL LAW AND CORPORATE GOVERNANCE PRACTICE IN NIGERIA AND WEST AFRICA.

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

YES

iv) Who does the Company Secretary report to?

THE COMPANY SECRETARY FUNCTIONALLY REPORTS TO THE BOARD OF DIRECTORS THROUGH THE BOARD CHAIRMAN AND ADMINISTRATIVELY REPORTS TO THE MD/CEO

v) What is the appointment and removal process of the Company Secretary?

THE COMPANY SECRETARY IS APPOINTED AND REMOVED BY THE BOARD OF DIRECTORS. THE PROCESS OF SELECTION OF A COMPANY SECRETARY IS THROUGH A RIGOROUS PROCESS TO ENSURE THE COMPETENCE, QUALIFICATION AND EXPERIENCE OF THE COMPANY SECRETARY

vi) Who undertakes and approves the performance appraisal of the Company Secretary?

THE PERFORMANCE APPRAISAL OF THE COMPANY SECRETARY IS APPROVED BY THE BOARD OF DIRECTORS

Principle 9: Access Independent Advice

to

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

independent expertise"

external

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 REFLECTED IN THE CHARTERS OF THE VARIOUS BOARD COMMITTEES AND IN THE CHARTER OF THE BOARD OF DIRECTORS

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

THE COMPANY

iii) During the period under review, did the Directors obtain any professional advice? Yes/No If yes, provide details.

independent

YES

INDEPENDENT PROFESSIONAL ADVICE WAS OBTAINED ON THE STATUS OF READINESS OF COMPANY FOR THE ICFR COMMENCEMENT

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 ARE PREPARED AND CIRCULATED TO THE DIRECTORS FOR REVIEW AHEAD OF THE NEXT MEETING WHERE THE MINUTES WILL BE FORMALLY REVIEWED AND ADOPTED UPON A MOTION BY A BOARD MEMBER WHICH IS SECONDED BY ANOTHER BOARD MEMBER AND THE APPROVED MINUTES IS THEREAFTER SIGNED BY THE CHAIRMAN OF THE BOARD OF DIRECTORS.

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

THE MINUTES ARE CIRCULATED AT LEAST 14DAYS BEFORE THE NEXT BOARD MEETING

iii) What are the implications for Directors who do not meet the Company policy on meeting attendance?

DIRECTORS THAT DO NOT MEET THE COMPANY POLICY ON MEETING ATTENDANCE MAY NOT BE RE-ELECTED. NONE OF THE DIRECTORS OF THE COMPANY HAVE HOWEVER DEFAULTED ON THE REQUIREMENT FOR MEETING ATTENDANCE

Principle Committees

11: Board

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

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

Yes/No

YES

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

THE MINUTES ARE PREPARED AND CIRCULATED TO THE DIRECTORS FOR REVIEW AHEAD OF THE NEXT MEETING WHERE THE MINUTES WILL BE FORMALLY REVIEWED AND ADOPTED UPON A MOTION BY A BOARD MEMBER WHICH IS SECONDED BY ANOTHER

10

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