NCR (nigeria) Plc- nccg compliance report year ended december 31, 2025

S/No.

Items

Details

i.

Company Name

NCR (NIGERIA) PLC

ii.

Date of Incorporation

9THDECEMBER 1949

iii.

RC Number

RC: 751

iv.

License Number

The Company does not have a license

v.

Company Physical Address

ST NICHOLAS HOUSE, (10THFLOOR), CATHOLIC MISSION STREET, LAGOS ISLAND, LAGOS

vi.

Company Website Address

https://www.ncr.com.ng

vii.

Financial Year End

31STDECEMBER

viii.

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

Yes/No

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

YES

NCR ATELOS

ix.

Name and Address of Company Secretary

ALSEC NOMINEES LIMITED - ST NICHOLAS HOUSE (10THFLOOR), CATHOLIC MISSION STREET, LAGOS

x.

Name and Address of External Auditor(s)

GRANT THORNTON NIGERIA 2A OGALADE CLOSE

OFF OLOGUN AGBAJE STREET, OFF ADEOLA ODEKU STREET VICTORIA ISLAND

LAGOS.

xi.

Name and Address of Registrar(s)

APEL CAPITAL & TRUST LIMITED, 8, ALHAJI BASHORUN STREET, OFF NORMAN WILLIAMS CRESCENT, SOUTH-

WEST IKOYI LAGOS

xii.

Investor Relations Contact Person

(E-mail and Phone No.)

BERNICE ANYA

bernice.anya@alsecnominees.com 08154820402

xiii.

Name of the Governance Evaluation Consultant

ALSEC NOMINEES LIMITED

xiv.

Name of the Board Evaluation Consultant

ALSEC NOMINEES LIMITED

S/No.

Names of Board Members

No. of Board Meetings Held in the Reporting Year

No. of Board Meetings Attended in the Reporting Year

Membershipof 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.

THE OTUNBA ADEKUNLE

OJORA OFR, CON, FNIM, JP

5

5

NIL

NIL

NIL

NIL

2.

MR. ABDULQUDUS ASHIMI

5

5

BOARD AUDIT, FINANCE AND RISK COMMITTEE

MEMBER

5

31

BOARD REMUNERATION, NOMINATIONS AND GOVERNANCE

COMMITTEE

MEMBER

3

12

STATUTORY AUDIT COMMITTEE

MEMBER

6

13

3.

MR ONYEKACHI CHUKWUEKE

5

5

BOARD AUDIT, FINANCE AND RISK COMMITTEE

MEMBER

5

5

4.

CHIEF. BISADE BIOBAKU

5

4

BOARD REMUNERATION, NOMINATIONS AND GOVERNANCE

COMMITTEE

CHAIRMAN

3

2

BOARD AUDIT,

FINANCE AND RISK COMMITTEE

MEMBER

5

24

STATUTORY AUDIT COMMITTEE

MEMBER

6

35

5.

MR. MATTHEW ADEFILA

5

5

BOARD AUDIT, FINANCE AND RISK

COMMITTEE

CHAIRMAN

5

5

STATUTORY AUDIT COMMITTEE

MEMBER

6

6

BOARD REMUNERATION, NOMINATIONS AND GOVERNANCE

COMMITTEE

MEMBER

3

3

6.

CHIEF PROSPER OKPUE

5

0

BOARD AUDIT, FINANCE AND RISK

COMMITTEE

MEMBER

5

06

STATUTORY AUDIT COMMITTEE

MEMBER

6

1

S/No.

Names

Position Held

Gender

1.

ONYEKACHI CALEB CHUKWUEKE

FINANCIAL CONTROLLER - EXECUTIVE DIRECTOR

MALE

2.

ASHIMI ABDULQUDUS

SERVICES MANAGER - EXECUTIVE DIRECTOR

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 which sets out its responsibilities and terms of reference? Yes/No

If yes, when was it last reviewed?

The Board has a Charter which sets out its responsibilities and terms of reference.

The Board Charter was approved 26thOctober 2022

"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"

Principle 2: Board Structure and Composition

i) What are the qualifications and experiences of the directors?

1. The Otunba Adekunle Ojora OFR, CON, FNIM, JP -Chairman

   The Otunba Adekunle Ojora OFR, CON, FNIM, JP is a graduate of Journalism from the London Polytechnic now the University of Westminster. He also attended management courses at Harvard University School of Business and at Christ College Cambridge University, England. He worked as an assistant Editor at BBC London and came back to serve at the Nigeria Broadcasting Service. He moved on to the United Africa Company of Nigeria (UAC) Limited where he served as Public Relations Manager and rose to the position of a Director, the second Nigerian to hold that position in 1962.

   The Otunba Ojora OFR, CON, FNIM, JP, was the first Nigerian to be appointed Chairman of a multi-national oil company, AGIP Nigeria Limited where he served for 28 years. He has served as Chairman in many companies cutting across oil & gas, insurance, office equipment, pharmaceutical, real estate, and financial sectors of the Nigerian economy. The Otunba Ojora OFR, CON, FNIM, JP also holds numerous positions in local, bilateral and national business associations.

   The Otunba Ojora OFR, CON, FNIM, JP, a Justice of Peace, is a member of the Nigerian Stock Exchange, Honorary Vice President of Lagos and Nigerian Chamber of Commerce and Industry and Vice President of the Manufacturers Association of Nigeria.

2. Chief Bisade Biobaku

Engr. Bisade Biobaku is an accomplished Engineer, who is currently Chief Executive of several ventures and Non-

Executive Director of many others. Engr Biobaku graduated with a Bachelor of Science, Civil Engineering from the Manchester University (UMIST) in 1973 and qualified as a Chartered Engineer in the United Kingdom in 1976.

Since graduation, Engr Biobaku has been very active in the profession, with 12 years in the United Kingdom and over 35 years in Nigeria. While in the United Kingdom, Engr Biobaku worked for prestigious contractors such as Taylor Woodrow, Cementation Construction, and Try Construction and leading Consulting Engineers such as Baynham Meikle Partnership, Owen Williams, White Young and Green and Oscar Faber UK.

In Nigeria, he has worked for the leading Consulting Engineers Ove Arup & Partners; Oscar Faber (Nigeria); evolving to become Chief Executive of Biobaku Faber & Partners.

1. Mr. Matthew Adefila

   Mr. Mathew Adefila is a widely experienced Insurance broker with over 30 years of experience in the field. He rose within the ranks to become the Managing Director of Capital Trust Brokers in which he has served for decades.

   A graduate of University of Lagos (1982) where he bagged Bsc (Hons) in accounting. After his graduation he worked with Balogun Badejo & Co. Chartered Accountants as a Senior Audit Manager/Senior Consultant before joining Capital Trust Brokers and becoming the Company's Managing Director.

2. Mr. Onyekachi Caleb Chukwueke - Executive DirectorCFO

Mr. Chukwueke is a seasoned fellow of the Institute of Chartered Accountants of Nigeria ("ICAN"), with over a decade of rigorous engagement in financial control/risk management, taxation, financial management and reporting. He joined the Company in 2005 as the Chief Internal Auditor and is the current Chief Financial Officer ("CFO") of the Company.

Mr. Chukwueke holds an HND in Accounting from Yaba College of Technology, Lagos, a BSC in Economics from the National Open University of Nigeria and an MBA from the University of Calabar

5 Mr. Abdulqudus Anuoluowa Ashimi - Executive Director/ Country Manager

Ashimi Abdulqudus is a positive, proactive and result-driven individual with over 12 years Cross-Functional Career Experience spanning Service Delivery, Operations Management, Supply Chain, Logistics, Inventory Management and Human Resource Management, across Consumer Goods, Retail Distribution and Information Technology Sectors with Landmark Achievements.

Ashimi Abdulqudus is skilled in Logistics Operations, Data Analytics, Service Delivery, Customer Relationship Management, Import and Export Management, Distribution & Warehouse Management, Inventory Management, Service Quality Management, Process Development and Improvement.

Ashimi Abdulqudus joined NCR Nigeria in 2016 as a Logistics Controller and rose through the ranks occupying different positions through the years within the company's supply chain organization. In February 2023, Ashimi Abdulqudus took up a new role and is currently the Service Delivery Manager at NCR Nigeria Plc.

Ashimi Abdulqudus holds a Master's degree in Industrial and Labor Relations together with a B.Sc degree from the

"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 "

University of Lagos.

6 Chief Prosper Chegwe Okpue - Independent Non-Executive Director

Chief Okpue is the Chief Executive Officer of Insurance Brokers of Nigeria Limited (IBN), Nigeria's pioneer risk and insurance advisory firm established in 1955. A distinguished industry leader, Chief Okpue has been instrumental in transforming IBN into a powerhouse of innovation and growth within the Nigerian insurance landscape.

He spearheaded the development of IBN's Energy Insurance Practice, which significantly expanded the firm's market reach and revenue base. He also pioneered the Loss Control Engineering and Risk Management Practice in Nigeria's insurance industry, setting new standards for professional excellence and technical expertise.

In pursuit of specialised risk solutions, Chief Okpue established Industrial Risks Protection Consultants (IRPC), IBN's dedicated subsidiary, focused on risk control engineering and industrial safety advisory services.

Beyond his national impact, Chief Okpue serves as a Board Member and Regional Director (Africa & Middle East) of UniBa, a global network of independent insurance and risk management advisory firms represented in over 80 countries

with a combined premium placement exceeding €8 billion

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

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

The Board has a Diversity Policy approved on 26 October 2023.

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

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

Yes

• Chief Prosper Okpue - UniBa Partners

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.

The MD is not a chair of any Board Committees

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.

The Chairman is not a member or chair of any of the Board Committees.

ii) At which Committee meeting(s) was the Chairman in attendance during the period under review ?

The Chairman did not attend any Committee meetings during the period

iii) Is the Chairman an INED or a NED?

The Chairman is 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?

The Chairman is not a former MD/CEO or ED of the Company

v) When was he/she appointed as Chairman?

14THNOVEMBER 2011

vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No

If yes, specify which document

The responsibilities of the Chairman are clearly defined in the Board Charter.

Principles

Reporting Questions

Explanation on application or deviation

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?

The MD has a contract of employment.

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

The MD declares conflict of interest annually and they occur.

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

The MD attended all the meetings of the Statutory Audit Committee , the Board Audit, Finance and Risk Committee

(BAFRC) and the Board Remuneration, Nomination and Governance Committee (BRNGC) meetings held in2025.

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

If yes, please state the company(ies)?

The MD is not a NED in any other company.

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

The MD is not a NED in any other company.

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

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 companiesin line with Board-approved policy? Yes/No

N/A

Principle 6: Non-Executive Directors

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?

The Board charter sets out the roles and responsibilities of the NEDs.

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

The NEDs have letters of appointment specifying their terms of engagement.

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

The NEDs declare conflict of interest annually.

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

NEDs are provided with information relating to the management of the Company at Board meetings. Management also communicates with the NEDs from time to time outside Board meetings.

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

Documents verifying the information are circulated to the directors ahead of Board meetings.

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

NEDs have unfettered access to the MD, Company Secretary and the Internal Auditor.

Principle 7: Independent Non-Executive Directors

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

The Company's INEDs meet the requirements of the Code.

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?

The BRNGC recommends suitable individuals who satisfy the criteria set out in the approved Board Selection Criteria, as contained in the Board Charter, to serve as INEDs.

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 intereston appointment, annually, thereafter and as they occur? Yes/No

Yes. The INED declares conflict of interest annually.

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.

vii) Is the INED a Shareholder of the Company?

Yes/

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.

ix) What are the components of INEDs remuneration?

Directors' fees and sitting allowances

Principle 8: Company Secretary

"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 outsourced

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

Alsec Nominees Limited is a firm of lawyers and chartered

secretaries with over 38 years' experience in the provision of company secretarial services to companies.

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

The Company Secretary is outsourced

iv) Who does the Company Secretary report to?

The Chairman

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

The Company Secretary is appointed and removed by the Board

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

The Board

Principle 9: Access to Independent Advice

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

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 contained in the Board Charter.

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

The cost of independent professional advice is borne by 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?

The minutes of Board meetings are circulated to the directors for their review and comments. The finalised minutes are reviewed and adopted by the Board at a formal Board meeting.

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

Three (3) weeks from the date of the meeting.

iii) What are the implications for Directors who

do not meet the Company policy on meeting attendance?

Directors' attendance forms part of the criteria for the re-election of directors by the shareholders.

Principles

Reporting Questions

Explanation of the application or deviation

strategic objectives of the

Company"

Principle 11: Board Committees

"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. The Board Committees have Terms of Reference that set out their responsibilities.

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

The minutes of the committee meetings are reviewed by the Chairmen of the Committees before circulation to the committee members for their review and comments. The finalised minutes are reviewed and adopted by the committee members at a formal

meeting.

iii) What are the timelines for sending the minutes to the directors?

Three (3) weeks from the date of the meeting.

iv) Who acts as Secretary to board committees?

The company secretary, Alsec Nominees Limited

1. What Board Committees are responsible for the following matters?

   1. Nomination and Governance

   2. Remuneration

   3. Audit

   4. Risk Management

1. BRNGC

2. BRNGC

3. Statutory Audit Committee and the Board Audit, Finance and Risk Committee (BAFRC)

4. BAFRC

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

The Chairs of the Committees are appointed by the Board. In the case of the Statutory Audit Committee, the chair is appointed by

the committee itself at a duly convened meeting.

Committee responsible for Nomination and Governance

vii) What is the proportion of INEDs to NEDs on the Committee responsible for Nomination and Governance?

The Committee has two (1) INEDs

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

The Chairman of the Committee is a INED

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

If yes, how often is it reviewed?

Yes. This is reviewed every three (3) years.

x) How often are Board and Committee charters as well as other governance policies reviewed?

The Board Charter and Terms of Reference of the committees are reviewed every three years.

xi) How does the committee report on its activities to the Board?

The Chairman of each committee presents a formal report of the committee meetings to the Board

Committee responsible for Remuneration

xii) What is the proportion of INEDs to NEDs on the Committee responsible for Remuneration?

The Committee had two (2) INEDs

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

The Chairman of the Committee was an INED

Committee responsible for Audit

xiv)Does the Company have a Board Audit Committee separate from the Statutory Audit Committee? Yes/No

Yes. The BAFRC is the Board Audit Committee and it is different from the Statutory Audit Committee

xv) Are members of the Committee responsible for Audit financially literate? Yes/No

Yes, the members of the BARFC are financially literate.

xvi) What are their qualifications and experience?

1. Mr. Matthew Adefila, is a graduate of University of Lagos (1982) with a Bsc (Hons) in accounting. He worked with Balogun Badejo & Co. Chartered Accountants as a Senior Audit Manager/Senior Consultant before joining. Capital Trust Brokers and becoming the Company's Managing Director.

2. Chief Okpue is holds a Diploma in Risk & Insurance

Management, a Bachelor of Law (BL), a Master's Degree in Law (LLM).

xvii) Name the financial expert(s) on the Committee responsible for Audit

• Matthew Adefila

Principles

Reporting Questions

Explanation on application or deviation

xviii) How often does the Committee responsible

for Audit review the internal auditor's

reports?

The Statutory Audit Committee reviews the internal audit report on a quarterly basis.

xix) Does the Company have a Board approved internal control framework in place? Yes/No

Yes. The Company has a Board approved internal control framework

xx) How does the Board monitor compliance with the internal control framework?

The Board monitors compliance with the internal control framework by periodically reviewing the internal 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 Statutory Audit Committee reviews the external auditors' management letter and key audit matters.

xxii) Is there a Board-approved policy that clearly specifies the non-audit services that the external auditor shall not provide? Yes/No

Yes. The external auditors are engaged to only audit the Company's financial statements

xxiii) How many times did the Audit Committee hold discussions with the head of the internalaudit function and external auditors withoutthe management during the period underreview?

None. This will be implemented for the current year.

Committee responsible for Risk Management

xxiv) Is the Chairman of the Risk Committee aNED or an INED?

The Chairman of the BAFRC was an INED.

xxv) Is there a Board approved Risk Management framework? Yes/No?

If yes, when was it approved?

Yes. The Company has a Risk Management Framework that is undergoing review by the Board.

xxvi) How often does the Committee review the adequacy and effectiveness of the Risk Management Controls in place?

Date of last review

The Terms of Reference of the BAFRC is reviewed periodically to ensure that the Committee considers the Company's risk report on a quarterly basis.

xxvii) Does the Company have a Board-approved IT Data Governance Framework? Yes/No

If yes, how often is it reviewed?

Yes. This is reviewed when necessary.

xxviii) How often does the Committee receive and review compliance report on the IT Data Governance Framework?

Compliance report on the IT Data Governance Framework would be presented to the BAFRC

xxix) Is the Chief Risk Officer (CRO) a member of Senior Management and does he have relevant experience for this role? Yes/No

The Company does not currently have a Chief Risk Officer

xxx) How many meetings of the Committee did the CRO attend during the period under review?

The Company does not currently have a Chief Risk Officer

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-

i) Is there a Board-approved policy for the appointment of Directors? Yes/No

Yes. This is included in the Board Charter.

ii) What criteria are considered for their appointment?

• Business management experience, Expertise in financial accounting, Appropriate industry specific knowledge, Business experience in local and/or international markets, Good planning and leadership skill and, Ability to provide strategic insight and direction and Good management

skills.

iii) What is the Board process for ascertaining that prospective directors are fit and proper persons?

The Board carries out interview assessment and background checks on prospective directors

quality individuals to the

Board"

1. Is there a defined tenure for the following:

   1. The Chairman

   2. The MD/CEO

   3. INED

NO, there is no defined term for the Chairman, MD, and NEDs. The tenure of INEDs is three terms of three years each in line with the provisions of the NCCG.

Principles

Reporting Questions

Explanation on application or deviation

1. NED

2. EDs

v) Please state the tenure

NO, there is no defined term for the Chairman, MD, and NEDs. The tenure of INEDs is three terms of three years each in line with the provisions of the NCCG.

vi) Does the Board have a process to ensure that it is refreshed periodically? Yes/No?

This is incorporated in the Board charter.

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

This is incorporated in the Board charter.

ii) During the period under review, were new Directors appointed? Yes/No

If yes, provide date of induction.

Chief Okpue was appointed as a Director during the period under review.

iii) Are Directors provided relevant training to enable them effectively discharge their duties? Yes/No

If yes, provide training details.

The Directors are entitled to received pieces of training at the expense of the Company where necessary.

iv) How do you assess the training needs of Directors?

The Board Charter provides for the training needs to be identified from the result of the Board Evaluation

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 for evaluating Board performance? Yes/No

This is contained in the Board Charter.

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.

While no evaluation has been carried out for the year ended 2025, The last evaluation was carried out for the year ended 2021. The

process for the 2024 and 2025 evaluation exercises is ongoing.

iv) Has the Board Evaluation report been presented to the full Board? Yes/No

If yes, indicate date of presentation.

Yes, the report of the last evaluation was presented to the Board.

v) Did the Chairman discuss the evaluation report with the individual directors? Yes/No

Yes, the Chairman discussed the report of the peer review with the individual Directors.

vi) Is the result of the evaluation for each Director considered in the re-election process? Yes/No

Yes.

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, has the Company conducted a corporate governance evaluation? Yes/No

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

Typically, the report of the evaluation is presented to the Board.

iii) If yes, please indicate the date of last presentation.

The report of the last evaluation was presented to the Board at its meeting 28 March 2023

iv) Is the summary of the Corporate Governance Evaluation included in the annual reports and Investors portal? Yes/No

Yes.

Principle 16: Remuneration Governance

i) Is there a Board-approved Directors'

remuneration policy? Yes/No

If yes, how often is it reviewed?

Yes. This is reviewed every 3 years.

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

Board fees - N1.5million for the Chairman and N1million for the INED

Sitting allowance - N75,000 per meeting

iii) Is the remuneration of NEDS presented to shareholders for approval? Yes/No

If yes, when was it approved?

The Shareholders approve the remuneration of directors at the Annual General Meetings of the Company.

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.

vi) Has the Board set KPIs for Executive Management? Yes/No

Yes. The Board has set KPIs for the MD and Management.

vii) If yes, was the performance measured against the KPIs? Yes/No

Yes. Management's performance is measured against set budgets.

viii) Do the MD/CEO, EDs and Company Secretary receive a sitting allowance and/or directors fees? Yes/No

The MD, ED and the company secretary do not receive sitting allowances

1. Which of the following receive sitting allowance and/or fees:

   1. MD/CEO

   2. ED

   3. Company Secretary

   4. Other Senior management staff

NONE

x) Is there a Board-approved clawback policy for Executive management? Yes/No

If yes, attach the policy.

This is contained in the Remuneration Policy.

Principle 17: Risk Management

"A sound framework for managing risk and ensuring an effective internal control system is essential for achieving the strategic objectives of the Company"

i) Has the Board defined the company's risk appetite and limit? Yes/No

Yes. This is contained in the Risk Management Framework approved by the Board

ii) How often does the company conduct a risk assessment?

A risk assessment is carried out periodically.

iii) How often does the board receive and review risk management reports?

This is presented quarterly.

Principle 18: Internal Audit

"An effective internal audit function provides assurance to the Board on the effectiveness of the governance, risk management and internal control systems"

i) Does the company have an Internal Audit function? Yes/No

If no, how has the Board obtained adequate assurance on the effectiveness of internal processes and systems?

Yes. The Company has an internal audit function

ii) Does the company have a Board-approved internal audit charter ? Yes/No

The Board has an approved internal audit charter

iii) Is the head of internal audit a member of senior management? Yes/No

Internal Audit function is outsourced to a reputable firm, Peacroft Solutions limited.

iv) What is the qualification and experience of the head of internal audit?

The Internal Audit firm is comprised of a team of experienced professionals.

v) Does the company have a Board-approved annual risk-based internal audit plan? Yes/No

This is presented to the Board for approval by the internal auditor

vi) Does the head of the internal audit function report at least once every quarter to the

committee responsible for audit, on the

Yes

Principles

Reporting Questions

Explanation on application or deviation

adequacy and effectiveness of

management, governance, risk and control environment; deficiencies observed and management mitigation plans? Yes/No

The Board receives the internal audit report on a quarterly basis

vii) Is there an external assessment of the effectiveness of the internal audit function at least once every three years by a qualified independent reviewer appointed by the Board? Yes/No

If yes, when was the last assessment?

This will be considered by the Board in the current year.

viii) Who undertakes and approves the performance evaluation of the Head of Internal Audit?

The evaluation is carried out by the Internal Audit of the Holding Company

Principle 19: Whistleblowing

"An effective whistle-blowing framework for reporting any illegal or unethical behaviour minimises the Company's exposure and prevents recurrence"

i) Does the company have a Board-approved whistleblowing framework? Yes/No

If yes, when was the date of last review

Yes. This was approved by the Board in October 2022

ii) Does the Board ensure that the whistleblowing mechanism and are process reliable, accessible to all stakeholders, guarantees anonymity and protection of the whistleblower? Yes/No

The policy provided for such mechanisms and processes.

1. Is the Audit committee provided with the following reports on a periodic basis?

   1. Reported cases

   2. Process and results of Investigated cases

This is provided for in the policy.

Principle 20: External Audit

"An external auditor is appointed to provide an independent opinion on the true and fair view of the financial statements of the Company to give assurance to stakeholders on the reliability of the financial statements"

i) Who makes the recommendations for the appointment, re-appointment or removal of external auditors?

The Statutory Audit Committee who then reports to the Board

ii) Who approves the appointment, re-appointment, and removal of External Auditors?

The Shareholders

iii) When was the first date of appointment of the External auditors?

The Board, by a resolution dated 14.02.2022, approved the appointment of the External Auditors to fill the casual vacancy

created by the resignation of Ernst & Young, subject to ratification at the AGM.

iv) How often are the audit partners rotated?

Every five years

Principle 21: General Meetings

"General Meetings are important platforms for the Board to engage shareholders to facilitate greater understanding of the

Company's business,

governance and performance. They provide

shareholders with an opportunity to exercise their ownership rights and express their views to the Board on any areas of interest"

i) How many days prior to the last general meeting were notices, annual reports and any other relevant information dispatched to Shareholders?

At least 23 days to the Annual General Meeting

ii) Were the Chairmen of all Board Committees and the Chairman of the Statutory Audit Committee present to respond to Shareholders' enquiries at the last meeting? Yes/No

The Chairman of the Board and the Chairman of the Statutory Audit Committee were present at the last Annual General Meeting.

Principle 22: Shareholder Engagement

"The establishment of a system of regular dialogue with shareholders balance

1. Is there a Board-approved policy on

   shareholders' engagement? Yes/No

   If yes:

   1. when was it last reviewed?

   2. Is the policy hosted on the company's

website?

Yes, this was approved by the Board in March 2023.

Principles

Reporting Questions

Explanation on application or deviation

their needs, interests and

expectations with the objectives of the Company"

ii) How does the Board engage with Institutional

Investors and how often?

The Company posts information about its performance on its

website for the Company's investors. The Board and Management of the Company also engages with institutional investors on a

one-on-one basis from time to time.

Principle 23: Protection of Shareholder Rights

"Equitable treatment of shareholders and the protection of their statutory and general rights, particularly the interest of minority shareholders, promote good governance"

1. Does the Board ensure that adequate and timely information is provided to the shareholders on the Company's activities? Yes/No

The shareholders receive information about the Company in the

annual reports and on the Company's website.

Principle 24: Business Conduct and Ethics

"The establishment of professional business and ethical standards underscore the values for the protection and enhancement of the reputation of the Company while promoting good conduct and investor confidence"

1. Does the company have a Board-approved Code of Business Conduct and Ethics (COBE) that guides the professional business and ethical standards? Yes/No

   If yes:

   1. Has the COBE been communicated to all internal and external Stakeholders?

      Yes/No

   2. Is the COBE applicable to any or all of the following:

      1. Board

      2. Senior management

      3. Other employees

      4. Third parties

Yes, this was approved in October 2022.

ii) When was the date of last review of the policy?

The Policy is reviewed periodically. This policy was reviewed and remains relevant.

iii) Has the Board incorporated a process for identifying, monitoring and reporting adherence to the COBE? Yes/No

Yes. This is incorporated into the COBE policy.

iv) What sanctions were imposed for the period under review for non-compliance with the COBE?

There was no event of non-compliance with the COBE during the reporting year

Principle 25: Ethical Culture

"The establishment of policies and mechanisms for monitoring insider trading, related party transactions, conflict of interest and other corrupt activities, mitigates the adverse effects of these abuses on the Company and promotes good ethical conduct and investor confidence"

1. Is there a Board- approved policy on insider trading? Yes/No

   If yes:

   1. When was the last date of review?

   2. How does the Board monitor compliance with this policy?

Yes. The Policy was approved in March 2023.

1. Does the company have a Board approved policy on related party transactions? Yes/No

   If yes:

   1. When was the last date of review?

   2. How does the Board monitor compliance with this policy?

   3. Is the policy applicable to any or all of the following:

      1. Board

      2. Senior management

      3. Other employees (Specify)

      4. Third parties (Specify)

Yes. The policy was approved in October 2022.

iii) How does the Board ensure adequate disclosure of Related Party Transactions by the responsible parties?

Directors are expected to review and confirm whether they or any of their related parties have any material interest in any transaction involving the Company in the financial year.

Principles

Reporting Questions

Explanation on application or deviation

1. Does the company have a Board-

   approved policy on conflict of interest?

   Yes/No

   If yes:

   1. When was the last date of review?

   2. How does the Board monitor compliance with this policy?

   3. Is the policy applicable to any or all of the following:

      1. Senior management

      2. Other employees (Specify)

Yes, this was approved by the Board at its meeting held on 27 April 2022

Principle 26: Sustainability

"Paying adequate attention to sustainability issues including environment, social, occupational and community health and safety ensures successful long-term business performance and projects the Company as a responsible corporate citizen contributing to economic development"

i) Is there a Board-approved sustainability policy? Yes/No

If yes, when was it last reviewed?

Yes. The policy was approved in March 2023

ii) How does the Board monitor compliance with the policy?

Management reports to the Board all activities in the business at the quarterly meetings.

iii) How does the Board report compliance with the policy?

Sustainability reporting is included in the Company's annual report.

iv) Is there a Board-approved policy on diversity in the workplace? Yes/No

If yes, when was it last reviewed?

Yes. This is contained in the Diversity Policy.

Principle 27: Stakeholder Communication

"Communicating and interacting with stakeholders keeps them conversant with the activities of the Company and assists them in making informed decisions"

i) Is there a Board-approved policy on stakeholder management and communication? Yes/No

Yes. The policy was approved in March 2023

ii) Does the Company have an up- to -d at e investor relation portal? Yes/No

If yes, provide the link.

Yes. https://ncr.com.ng/index/investors-hub/

Principle 28: Disclosures

"Full and comprehensive disclosure of all matters material to

investors and stakeholders, and of matters set out in this Code,

ensures proper monitoring of its implementation which engenders

good corporate governance

practice"

i) Does the company's annual report include a summary of the corporate governance report? Yes/No

Yes

ii) Has the company been fined by any regulator during the reporting period? Yes/No

If yes, provide details of the fines and penalties.

The Company was fined N2,000,000 for failing to submit its Audited Financial Statements to the FRCN on its portal within the stipulated period. However, Management wrote to the FRCN to contest the fine as the AFS was submitted via email to the FRCN within the stipulated time.