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 | DAAR Communications PLC |
ii. | Date of Incorporation | 31st December, 1988 |
iii. | RC Number | 117587 |
iv. | License Number | |
v. | Company Physical Address | Ladi Lawal Drive, Off Gen. TY Danjuma Str. Kpauma Hills, Asokoro, Abuja, FCT |
vi. | Company Website Address | www.daargroup.com |
vii. | Financial Year End | 31st December, 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 | Miji Jonah, Ladi Lawal Drive, Off Gen. TY Danjuma Str. Kpauma Hills, Asokoro, Abuja, FCT |
x. | Name and Address of External Auditor(s) | Bakertilly Nigeria, (Chartered Accountants) No. 7 Gwandu Close, Off Jibia Street, Off Badagry Street, Area 2, Garki, Abuja; FCT |
xi. | Name and Address of Registrar(s) | First Registrars & Investor Services Ltd. No 2, Abebe Village Road, Iganmu, Lagos |
xii. | Investor Relations Contact Person (E-mail and Phone No.) | |
xiii. | Name of the Governance Evaluation Consultant | |
xiv. | Name of the Board Evaluation Consultant | TL First Group Services Ltd |
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) | Gend er | Date First Appointed/ Elected | Remark |
1. | Chief Raymond Paul Dokpesi | Chairman, NED | M | 28th November, 2014 | Active |
2. | Alhaji. Gambo Lawan | NED | M | 25th November, 2007 | Active |
3. | Prof. Ralph A. Akinfeleye | NED | M | 4th July, 2011 | Active |
4. | Mr. Nornah Awoh | INED | M | 1st August, 2018 | Removed 10th December, 2024 |
5. | Mr. Emeka Mba | NED | M | 12th September, 2023 | Active |
6. | Mr. Obi Asika | NED | M | 12th September, 2023 | Resigned 5th June, 2024 |
7. | Hon. Magnus Onyibe | NED | M | 12th September, 2023 | Active |
8. | Mr. Femi Ademola | NED | M | 15th December, 2023 | Active |
9. | Snr. High Chief Tony Akiotu | Managing Director/CEO | M | 25th November, 2007 | Resigned 31st October, 2024 |
10. | Dr. Ambrose Somide | ED | M | 1st April, 2017 | Resigned 31st October, 2024 |
11 | Dr. (Mrs) Oluwatosin Dokpesi | ED | F | 25th November, 2007 | Resigned 31st October, 2024 |
12. | Engr. Tony Uyah | ED | F | 25th November, 2007 | Resigned 31st October, 2024 |
13. | Chief Stanley Sagboje | ED | F | 1st February, 2011 | Active |
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. | Chief Raymond Paul Dokpesi | 4 | 4 | None | Chairman of the Board | 9 | 6 |
2. | Alhaji Gambo Lawan | 4 | 4 | 5 | Chairman, CG&R. Member in others. | 9 | 9 |
3. | Prof. Ralph A. Akinfeleye | 4 | 4 | 5 | Chairman, News, Marketting & Programmes. Member in others. | 9 | 9 |
4. | Mr. Nornah Awoh | 4 | 3 | 5 | Member | 9 | 5 |
5. | Mr. Emeka Mba | 4 | 3 | 5 | Member | 9 | 3 |
6. | Mr. Obi Asika | 4 | 1 | 5 | Member | 9 | 2 |
7. | Hon. Magnus Onyibe | 4 | 4 | 5 | Chairman, Strategy, Assets and Technical Member in others. | 9 | 9 |
8. | Mr. Femi Ademola | 4 | 4 | 5 | Chairman, Finance and General Purpose. Member in others | 9 | 7 |
9. | Snr. High Chief Tony Akiotu | 4 | 3 | 4 | Member | 9 | 6 |
10. | Dr. Ambrose Somide | 4 | 3 | 4 | Member | 9 | 2 |
11. | Dr. ( Mrs.) Oluwatosin Dokpesi | 4 | 3 | 4 | Member | 9 | 2 |
12. | Engr. Tony Uyah | 4 | 3 | 2 | Member | 9 | None |
13. | Chief Stanley Sagboje | 4 | 4 | 2 | Member | 9 | 3 |
Section D - Details of Senior Management of the Company
1. Senior Management:
S/No. | Names | Position Held | Gender |
1. | Snr. High Chief Tony Akiotu | Managing Director/CEO, Retired Oct. 31, 2024 | M |
2. | Dr. Ambrose Somide | MD, Radio Services, Retired Oct. 31, 2024 | M |
3. | Dr. (Mrs) Oluwatosin Dokpesi | MD, Africa Independent Television (AIT), Retired Oct. 31, 2024 | F |
4. | Engr. Tony Uyah | ED, Engineering Services & ICT, Retired Oct. 31, 2024 | M |
5. | Chief Stanley Sagboje | ED, Finance & Accounts | M |
6. | Ms. Paulyn Ugbodaga | ED, DAAR News Services, Retired Oct. 31, 2024 | F |
7. | Ms. Faith Ikems | ED, Marketing, Sales & Research, Retired Oct. 31, 2024 | F |
8. | Barr. (Mrs.) Mary Lawrence Dokpesi | ED, Legal Services, Retired Oct. 31, 2024 | F |
9. | Mr. Johnson Onime | ED, Corporate Communications Planning, Retired Oct. 31, 2024 | M |
10. | Mr. John Iwarue | ED, Special Project, Retired Oct. 31, 2024 | M |
11. S | Mr. Imoni Mac Amarere | ED, DAAR Media Academy, Retired Oct. 31, 2024. | M |
12. | Dr. Marcel Anyalechi | Chief Internal Auditor | M |
13. | Mr. Afegbokhai Ugwi | General Manager Admin & HRD | M |
14. | Barr. Miji Jonah | Company Secretary, Appointed 6th June, 2024 | M |
2. Senior Management; Newly Appointed Acting Heads:
S/No | Names | Position Held | Gender |
1. | Dr. Marcel Anyalechi | Acting Chief Executive Officer, Appointed Nov. 1, 2024 | M |
2. | Mrs. Ibiyemi Olufowobi | Acting Head, Radio Services, Appointed Nov. 1, 2024 | F |
3. | Ms. Oladeinde Dupe | Acting Head, Africa Independent Television (AIT), Appointed Nov. 1, 2024 | F |
4. | Engr. Yinka Yousuph | Acting Head, Engineering Services & ICT, Appointed Nov. 1, 2024 | M |
5. | Barr. Tunde Popoola | Acting Head, Legal Services, Appointed Nov. 1, 2024 | M |
6. | Mr. Bola Omotosho | Acting Head, Marketing, Sales & Research, Appointed Nov. 1, 2024 | M |
7. | Mr. Collins Nwaeze | Acting Head, Corporate Communications Planning, Appointed Nov. 1, 2024 | M |
8. | Mr. Samuel Mgbemele | Acting Head, Internal Audit | M |
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 responsibilities of the Board and other information are contained in the previously attached Company‟s Internal Control Policies and Procedures Manual. The Manual has not been reviewed after its adoption and approval in November, 2011. There is also an approved Board Charter that is currently under review. |
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? | These are captured in Directors‟ respective profile in the 2023 Annual Reports and Accounts. |
ii) Does the company have a Board-approved diversity policy? Yes/No If yes, to what extent have the diversity targets been achieved? | Yes, Please see page 9 of the previously attached Company‟s Manual. Members of the Board have demonstrated a high level of commitment and have contributed immensely to the development of the Company | |
iii) Are there directors holding concurrent directorships? Yes/No If yes, state names of the directors and the companies? | No, None of the Directors is a director of any other company with competitive brand and/or in the same broadcast industry. | |
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? | Board News, Marketing and Programmes Committee, Board Corporate Governance and Remuneration Committee. | |
iii) Is the Chairman an INED or a NED? | 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? | Yes Former ED, and his tenure ended in November, 2014 before he was appointed/elected the Chairman. | |
v) When was he/she appointed as Chairman? | He was appointed as Chairman in November, 2014. | |
vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No If yes, specify which document | Yes, in the Company‟s Manual as attached. |
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Principles | Reporting Questions | Explanation on application or deviation |
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 | Yes, at Board Meetings and Board Corporate Governance and Remuneration Committee Meetings. | |
iii) Which of the Board Committee meetings did the MD/CEO attend during the period under review? | Corporate Governance and Remuneration, Statutory Audit, News, Marketing and Programmes and Finance and General Purpose | |
iv) Is the MD/CEO serving as NED in any other company? Yes/no. If yes, please state the company(ies)? | No | |
v) Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No | No, the MD is not serving as NED in any other company. | |
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 | |
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 | No, None of the ED is serving as NED in other companies. | |
Principle Directors 6: Non-Executive 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, but was not clearly and fully defined in the Manual. The company is complying with provisions of SEC, CAMA and presently the FRC Nigeria Code of Corporate Governance. |
ii) Do the NEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No | Yes, but does not specify in full details. | |
iii) Do the NEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | Yes, at meetings. | |
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, before meetings and sometimes via email when there are no scheduled meetings. | |
v) What is the process of completeness and information provided? adequacy ensuring of the | When the information is considered at meetings and further explained by the MD or any other ED as the case may be. | |
vi) Do NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor? Yes/No | Yes | |
Principle 7: Independent Non-Executive Directors | i) Do the INEDs meet the independence criteria prescribed under Section 7.2 of the Code? Yes/No | Yes |
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Principles | Reporting Questions | Explanation on application or deviation |
Independent Non-Executive Directors bring a high degree of objectivity to the Board for sustaining stakeholder trust and confidence" | ii) Are there any exceptions? | No |
iii) What is the process of selecting INEDs? | By nomination and consideration, consent by the proposed INED, appointed and approved by the AGM. | |
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, at Annual General Meeting. | |
vii) Is the INED a Shareholder of the Company? Yes/No If yes, what is the percentage shareholding? | Yes, (indirect holding - Palesa Capital Market Associate Ltd) 0.00% | |
viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding? Yes/No If yes, provide details. | No | |
ix) What are the remuneration? components of INEDs | Directors fee, Board and Board Committee Sitting allowances and reimbursable travel and hotel 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? | In-house |
ii) What is the qualification and experience of the Company Secretary? | LLB, BL | |
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? | Report functionally to the Board through the Chairman and administratively to the MD/CEO | |
v) What is the appointment and removal process of the Company Secretary? | As provided by the Corporate Governance Code, CAMA and carried out by the Board. | |
vi) Who undertakes and approves the performance appraisal of the Company Secretary? | The Board | |
Principle 9: Access Independent Advice to "Directors are sometimes required to make decisions of | 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? | No, but the Board relies on the Code which expressly allows directors to do so. The Board is working to have all necessary policies formally approved and documented. |
Report functionally to the Board through the Chairman
a technical and complex nature that may require independent expertise" external | 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 | |
Principle 10: Meetings of the Board "Meetings are the principal vehicle for conducting the business of the Board and successfully fulfilling the | i) What is the process for reviewing and approving minutes of Board meetings? | Minutes are circulated after meeting and at next Board meeting, Minutes are read, corrected (if any) |
ii) What are the timelines for sending the minutes to Directors? | 1 to 2 days after meetings, sometimes same day of the meeting. | |
iii) What are the implications for Directors who do not meet the Company policy on meeting attendance? | They may not be re-elected by Shareholders at the AGM. |
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Principles | Reporting Questions | Explanation on application or deviation |
strategic objectives of the Company" | ||
Principle Committees 11: Board "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 is a Board Charter and also the Company‟s Manual |
ii) What is the process for reviewing and approving minutes of Board Committee of meetings? | Minutes are circulated after meetings and at next Board Committee meeting, Minutes are read, corrected (if any) and adopted and approved. | |
iii) What are the timelines for sending the minutes to the directors? | 1 or 2 days after meetings, sometimes same day and repeated while circulating notice of next meeting | |
iv) Who acts as Secretary to board committees? | The Company Secretary | |
v) What Board Committees are responsible for the following matters?
|
| |
vi) What is the process of appointing the chair of each Committee? | 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? | 6 NED and 1 INED | |
viii) Is the chairman of the Committee a NED or INED? | NED | |
ix) Does the Company have a succession plan policy? Yes/No If yes, how often is it reviewed? | Yes Not regularly but the Company is presently reviewing it. | |
x) How often are Board and Committee charters as well as other governance policies reviewed? | Not regularly | |
xi) How does the committee report on its activities to the Board? | By sending written reports to the Board before Board meetings. | |
Committee responsible for Remuneration | ||
xii) What is the proportion of INEDs to NEDs on the Committee responsible for Remuneration? | 6 NED and 1 NED | |
xiii) Is the chairman of the Committee a NED or INED? | NED | |
Committee responsible for Audit | ||
xiv) Does the Company have a Board Audit Committee separate from the Statutory Audit Committee? Yes/No | No The Company has only Statutory Audit Committee | |
xv) Are members of the Committee responsible for Audit financially literate? Yes/No | Yes | |
xvi) What are experience? their qualifications and | They are degree holders in respective fields of study with good financial background and years of experience. | |
xvii) Name the financial expert(s) on the Committee responsible for Audit | Mr. John Adidi, FCA |
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Principles | Reporting Questions | Explanation on application or deviation |
xviii) How often does the Committee responsible for Audit review the internal auditor‟s reports? | Quarterly | |
xix) Does the Company have a Board approved internal control framework in place? Yes/No | Yes | |
xx) How does the Board monitor compliance with the internal control framework? | Through the Statutory Audit report | |
xxi) Does the Committee responsible for Audit review the External Auditors management letter, Key Audit Matters and management response to issues raised? Yes/No Please explain. | Yes, The Committee receives from Management, the External Auditors Management letter and Management responses thereto, review same with key audit matters to ensure that the External Auditors are satisfied with such responses before concluding the Financial | |
xxii) Is there a Board-approved policy that clearly specifies the non-audit services that the external auditor shall not provide? Yes/No | No | |
xxiii) How many times did the Audit Committee hold discussions with the head of internal audit function and external auditors without the management during the period under review? | Twice during the period under review | |
Committee responsible for Risk Management | ||
xxiv)Is the Chairman of the Risk Committee a NED or an INED? | NED | |
xxv) Is there a Board approved Risk Management framework? Yes/No? If yes, when was it approved? | Yes, It was approved in 2022 | |
xxvi)How often does the Committee review the adequacy and effectiveness of the Risk Management Controls in place? Date of last review | Not regularly, but risk issues are raised at meetings when they occur and are treated. | |
xxvii) Does the Company have a Board-approved IT Data Governance Framework? Yes/No If yes, how often is it reviewed? | No | |
xxviii) How often does the Committee receive and review compliance report on the IT Data Governance Framework? | None | |
xxix) Is the Chief Risk Officer (CRO) a member of Senior Management and does he have relevant experience for this role? Yes/No | No, the acting Chief Risk Officer was a legal practitioner and the Company is making effort to employ a risk expert to fill in that position. | |
xxx) How many meetings of the Committee did the CRO attend during the period under review? | None | |
Principle 12: Appointment to the Board "A written, clearly defined, rigorous, formal and transparent procedure serves as a guide for the selection of Directors to ensure the appointment of high-quality individuals to the Board" | i) Is there a Board-approved policy for the appointment of Directors? Yes/No | Yes |
ii) What criteria appointment? are considered for their | Wide experience, specialized knowledge and personal qualities among other criteria | |
iii) What is the Board process for ascertaining that prospective directors are fit and proper persons? | The prospective directors are considered by Corporate Governance & Remuneration Committee and recommends to the Board for consideration and approval | |
iv) Is there a defined tenure for the following:
| a) Not defined but as NED, 5 years and renewable for another 5 years and no more. b) same as above. c) 3 years and renewable for another 3 years after 20 years of coming into force of the Company‟s Manual. |
years and renewable for another 3 years after 20 years
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Principles | Reporting Questions | Explanation on application or deviation |
| d) 5 years and renewable for another 5 years and no more. e) 5 years and renewable for another 5 years and no more | |
v) Please state the tenure | As above | |
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 | No, but the approved Company‟s Strategy Plan incorporated same |
ii) During the period under review, were new Directors appointed? Yes/No If yes, provide date of induction. | No, | |
iii) Are Directors provided relevant training to enable them effectively discharge their duties? Yes/No If yes, provide training details. | Yes, Directors were trained on Corporate Governance practices and financial related issues by independent resource person | |
iv) How do you assess the training needs of Directors? | By the outcome of Directors performance/evaluation and level of contributions to the Board | |
v) Is there a Board-approved training plan? Yes/No | No | |
vi) Has it been budgeted for? Yes/No | No | |
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 evaluating Board performance? Yes/No for | Yes |
ii) For the period under review, was there any Board Evaluation exercise conducted? Yes/No | No | |
iii) If yes, indicate whether internal or external. Provide date of last evaluation. | No | |
iv) Has the Board Evaluation report been presented to the full Board? Yes/No If yes, indicate date of presentation. | No |
Yes, Directors were trained on Corporate Governance
v) Did t he Chairman discuss the evaluation report with the individual directors? Yes/No | No, the evaluation was not done | |
vi) Is the result of the evaluation for each Director considered in the re-election process? Yes/No | No, there was no evaluation | |
Principle 15: Corporate Governance Evaluation "Institutionalizing a system for evaluating the Company's corporate governance practices ensures that its governance standards, practices and processes are adequate and effective" | i) For the period under review, Company conducted a governance evaluation? Yes/No has the corporate If yes, provide date of the evaluation. | No |
ii) Is the result of the Corporate Governance Evaluation presented and considered by the Board? Yes/No | No | |
iii) If yes, please indicate the date of last presentation. | None | |
iv) Is the summary of the Corporate Governance Evaluation included in the annual reports and Investors portal? Yes/No | No | |
Principle 16: Remuneration Governance | i) Is there a Board-approved remuneration policy? Yes/No Directors‟ If yes, how often is it reviewed? | Yes, regularly |
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Principles | Reporting Questions | Explanation on application or deviation |
"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" | ii) Provide details of directors‟ fees, allowances and all other benefits paid to them during the period under review | After the recent review, NED and INED are paid N3.5m and the Chairman N4.5m annually as directors‟ fees. NED and INED are paid sitting allowances of N200,000 each for Board and N100,000 for Committee and other reimbursable travel and hotel expenses. |
iii) Is the remuneration of NEDS presented to shareholders for approval? Yes/No If yes, when was it approved? | Yes, at AGM and there was a recent review/change which was presented to Shareholders for approval at the last AGM of the Company in December, 2024 and same approved.. | |
iv) What portion of the NEDs remuneration is linked to company performance? | None | |
v) Is there a Board-approved remuneration policy for Executive and Senior management? Yes/No If yes, to what extent is remuneration linked to company performance? | Yes By their performances apart from stipulated salaries | |
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 | |
viii) Do the MD/CEO, EDs and Company Secretary receive a sitting allowance and/or directors fees? Yes/No | No | |
ix) Which of the following receive allowance and/or fees: sitting
| None | |
x) Is there a Board-approved clawback policy for Executive management? Yes/No If yes, attach the policy. | No |
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