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 | FIDSON HEALTHCARE PLC. |
ii. | Date of Incorporation | 13TH MARCH 1995 |
iii. | RC Number | 267435 |
iv. | License Number | FRC/2013/ICSAN/00000002161 |
v. | Company Physical Address | 268 IKORODU ROAD, OBANIKORO, LAGOS |
vi. | Company Website Address | www.fidson.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 | MR. JAMIU ABAYOMI ADEBANJO, 268, IKORODU ROAD, OBANIKORO, LAGOS. |
x. | Name and Address of External Auditor(s) | DELOITTE & TOUCHE, CIVIC TOWERS, PLOT GA 1 OZUMBA MBADIWE AVENUE, VICTORIA ISLAND, LAGOS. |
xi. | Name and Address of Registrar(s) | MERISTEM REGISTRARS AND PROBATE SERVICES LIMITED, 213 HERBERT MACAULAY WAY, EBUTE METTA, LAGOS |
xii. | Investor Relations Contact Person (E-mail and Phone No.) | Mr. J.A. Adebanjo,yomiadebanjo@fidson.com Mr. Imokha Ayebae,imokhaayebae@fidson.com |
xiii. | Name of the Governance Evaluation Consultant | To be appointed |
xiv. | Name of the Board Evaluation Consultant | To be appointed |
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. O. S. Adebanji | Chairman | Male | 1st January 2018 | N/A |
2. | Dr. Fidelis Ayebae | Managing Director/Chief Executive Officer | Male | Pioneer MD/CEO | N/A |
3. | Mr. E. E. Imoagene | Non-Executive Director | Male | 23rd February 2011 | N/A |
4. | Mrs. O. O. Ayebae | Non-Executive Director | Female | 2001 | N/A |
5. | Mrs A. P. Sadauki | Independent Non-Executive Director | Female | 23rd February 2011 | N/A |
6. | Dr. Vincent Ahonkhai | Independent Non-Executive Director | Male | 1st January 2021 | N/A |
7. | Mr. O. O. Olayeye | Executive Director | Male | 1st July 2004 | N/A |
8. | Mr. A. A. Adebayo | Executive Director | Male | 1st July 2004 | N/A |
9. | Mr Ola Ijimakin | Executive Director | Male | 1st January 2021 | N/A |
10. | Mr. Imokha Ayebae | Executive Director | Male | 1st November 2022 | N/A |
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. O. S. Adebanji | 5 | 5 | Finance and General Purpose, Risk Management and Audit | Chairman/ Member | 8 | 8 |
2. | Dr. Fidelis Ayebae | 5 | 5 | Finance and General Purpose, Risk Management and Audit, Strategy and Business Development | Member | 11 | 11 |
3. | Mr. E. E. Imoagene | 5 | 5 | Risk, Audit and Credit Control, Governance Nomination and Remuneration, Finance and General Purpose, Strategy and Business Development, SAC | Member | 18 | 18 |
4. | Mrs. O. O. Ayebae | 5 | 5 | Audit, Governance Nomination and Remuneration, Risk Management and Audit | Member | 10 | 8 |
5. | Mrs A. P. Sadauki | 5 | 4 | Governance Nomination and Remuneration, Strategy and Business Development | Member | 6 | 6 |
6. | Dr. Vincent Ahonkhai | 5 | 5 | Governance Nomination and Remuneration, Finance and | Member | 11 | 11 |
General Purpose, Strategy and Business Development
7.
Mr. O. O. Olayeye
5
4
Finance and General Purpose, Risk Management and Audit, Strategy and Business Development
Member
11
11
8.
Mr. A. A. Adebayo
5
5
Finance and General Purpose, Risk Management and Audit, Strategy and Business Development
Member
11
11
9
Mr Ola Ijimakin
5
5
Finance and General Purpose, Strategy and Business Development
Member
8
7
10
Mr. Imokha Ayebae
5
1 (became member 1st November 2022)
None as at 1st November 2022
None as at 1st
November 2022
N/A
N/A
Section D - Details of Senior Management of the Company
1. Senior Management:
S/No. | Names | Position Held | Gender |
1. | Dr. Fidelis Ayebae | Managing Director | Male |
2. | Mr. Abiola Adebayo | Deputy Managing Director | Male |
3. | Mr. O. O. Olayeye | Strategy & Marketing Director | Male |
4. | Mr. Ola Ijimakin | Commercial Director | Male |
5. | Mr. Imokha Ayebae | Finance Director | Male |
7. | Mr. Gbenga Olayemi | General Manager, Commercial | Male |
8. | Mrs. Adejoke Alli | General Manager, Human Resources | Female |
9. | Mr. Raphael Ajayi | General Manager Supply Chain | Male |
10 | Mrs Nmaka Tijani | General Manager, Quality and Regulatory Affairs. | Female |
10. | Mr. Oshoke Ayebae | General Manager, Strategy and Business Development1 | Male |
11. | Mrs Abibat Ariori | Head Factory Operations | Female |
12 | Mr. Daniel David | Regional Sales Manager | Male |
13 | Mr. Adewale Adeoti | Regional Sales Manager | Male |
14 | Mr. Victor Agbogu | Head, Information Technology | Male |
15. | Mr. Yomi Adebanjo | Company Secretary | Male |
16 | Mr. Paul Adaba | Head Risk, Audit & Assurance | Male |
17 | Mr Olakunle Ajayi | Financial Controler | Male |
1 Now, Business Development and Marketing Director 6
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 review? | Yes. The Board has an approved Charter which sets out the roles, terms of reference and responsibilities of our directors. The Charter was last reviewed 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 board is comprised of directors with a wide range of qualifications from degrees to Doctorates. Our Directors experiences span across various Fields such as:
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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 Board approved diversity policy. Our diversity and inclusion policy prohibits discrimination by gender, age, religion and sexual orientation, to name a few. We strive to continuously improve the working environment for all our employees, this is achieved by us creating an equal opportunities & Harassment free workplace. The importance of gender & cultural diversity is set out in our Environmental Social & Governance (ESG) Report. | |
iii) Are there directors holding concurrent directorships? Yes/No If yes, state names of the directors and the companies? | Yes Dr. Fidelis Ayebae: Chairman of NEM Insurance Plc and MD/CEO of Fidson Healthcare Plc Mr. Segun Adebanji: Cornerstone Ins Mr. Ekwunife Okoli: Cornerstone Ins Mrs. A. P Sadauki: MTN Foundation | |
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. Neither the MD/CEO nor ED are chair of any board committee. | |
Principle 3: Chairman | i) is the Chairman a member or chair of any of the Board Committees? Yes/no | Yes the Chairman is a member of the following committees: - Finance and General Purposes - Risk Management and Audit (Chair) |
Principles | Reporting Questions | Explanation on application or deviation |
"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" | If yes, list them. | |
ii) At which Committee meeting(s) was the Chairman in attendance during the period under review? | Chairman attended: - Finance and General Purpose meetings - Risk Management and Audit meetings | |
iii) Is the Chairman an INED or a NED? | INED | |
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/ appointed as Chairman? | 1st January 2018 | |
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 our Board Charter and Code of Ethics | |
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 employment contract approved by the board sets out his responsibilities, authority, relationship with the Board, remuneration, entitlements and limitations of authority. |
ii) Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | Yes, the Company has a policy and requirement, in line with our Board Charter for MD/CEO to declare conflict of interest on appointment, annually or as they occur. | |
iii) Which of the Board Committee meetings did the MD/CEO attend during the period under review? | MD/CEO Attended: - Finance and General Purpose meetings - Risk Management and Audit meetings - Strategy and Business Development meetings | |
iv) Is the MD/CEO serving as NED in any other company? Yes/no. If yes, please state the company (ies)? | Yes, NEM Insurance Plc | |
v) Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No | Yes, his membership is in line with the Board-approved policies. | |
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 EDs have 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 Contracts of employment set out the roles and responsibilities if the EDs | |
iii) Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | Yes. The EDs declare any conflict of interest on appointment, annually, thereafter and as they occur. | |
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 N/A | |
Principle 6: Non-Executive Directors | 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 clearly defined in the Letter of Appointment and Board of Charter |
Principles | Reporting Questions | Explanation on application or deviation |
Non-Executive Directors bring to bear their knowledge, expertise and independent 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. The NEDs have letters of appointment specifying 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. The NEDs declare any conflict of interest on appointment, annually, thereafter and as they occur. | |
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 NEDs are provided with information relating to the management of the company and on all Board matters. This information is provided on appointment in their Letter of Appointment, Memorandum and articles of Association and Board Charter |
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