Corporate governance report 2024

S/No.

Items

Details

i.

Company Name

Nestlé Nigeria Plc

ii.

Date of Incorporation

25 September 1969

iii.

RC Number

RC 6540

iv.

License Number

-

v.

Company Physical Address

22-24 Industrial Avenue, Ilupeju, Lagos

vi.

Company Website Address

https://www.nestle-

cwa.com/en/investors/nigeria

vii.

Financial Year End

31 December 2024

viii.

Is the Company a part of a Group/Holding

Yes, Nestlé S.A. Switzerland

Company? Yes/No

If yes, please state the name of the

Group/Holding Company

ix.

Name and Address of Company Secretary

Mr. Bode Ayeku

Nestlé Nigeria Plc, 22/24 Industrial

Avenue, Ilupeju, Lagos

x.

Name and Address of External Auditor(s)

Ernst & Young

10th and 13th Floor, UBA House, 57

Marina, Lagos

xi.

Name and Address of Registrar(s)

Greenwich Registrars and Data Solutions Ltd.

274 Murtala

Muhammed Way,

Alagomeji, Yaba, Lagos

xii.

Investor Relations Contact Person

Shareholders.enquiries@ng.nestle.com

(E-mail and Phone No.)

01-2715700

xiii.

Name of the Governance Evaluation

KPMG Advisory Services

Consultant

xiv.

Name of the Board Evaluation Consultant

KPMG Advisory Services

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

1. Board Details:

S/No.

Names of Board Members

Designation

Gender

Date First Appointed/

Remark

(Chairman, MD, INED, NED, ED)

Elected

1

Mr. Gbenga Oyebode

Chairman

Male

24 February, 2014

Nigerian

2

Mr. Wassim Elhusseini

MD

Male

1 September, 2020

Lebanese

3

Mr. Namit Mishra

ED

Male

1 August 2023

Indian

4

Mr. Mauricio Alarcón

NED

Male

1 October, 2016

Mexican

5

Mr. Martin Kruegel

NED

Male

1 February, 2023

German

6

Mr. Ibukun Ipinmoye (up to

ED

Male

1 August, 2021

Nigerian

31/7/2024)

7

Mrs. Kemisola Ajasa (from 1

ED

Female

1 November, 2024

Nigerian

November 2024)

8

Dr. Juliet Ehimuan

INED

Female

24 February, 2020

Nigerian

9

Mrs. Adebisi Lamikanra

INED

Female

1 August, 2021

Nigerian

10

Mrs. Maryam Aliko

INED

Female

1 August, 2023

Nigerian

Mohammed

S/No.

Names of

No. of Board Meetings

No. of Board

Membership

Designation

Number

of

Number

of

Board

Held in the

Meetings

of

Board

(Member or

Committee

Committee

Members

Reporting

Attended in

the

Committees

Chairman)

Meetings Held

Meetings

Year

Reporting

in the

Attended in the

Year

Reporting Year

Reporting

Year

1

Mr. Gbenga

5

5

None

Chairman

He is not

a

None

Oyebode

member of any

Committee

2

Mr. Wassim

5

5

None

-

-

-

Elhusseini

3

Mr. Namit

5

5

None

-

-

-

Mishra

4

Mr. Mauricio

5

3

Nomination,

Chairman

2

2

Alarcón

Governance and

Remuneration

Committee

5

Mr. Martin

5

4

Nomination,

Member

2

2

Kruegel

Governance and

Remuneration

Committee

6

Dr. Juliet

5

5

Nomination,

Member

2

2

Ehimuan

Governance and

Remuneration

Committee

Audit and Risk

Chairman

4

4

Management

Committee

7

Mr. Ibukun

5

3

None

-

-

-

Ipinmoye

8

Mrs. Adebisi

5

5

Audit and Risk

Member

4

4

Lamikanra

Management

Committee

Statutory

Member

4

4

Audit

Committee

9

Mrs. Kemisola

5

No

meeting

was

None

-

-

-

Ajasa

held

in 2024

after

her appointment

10

Mrs. Maryam

5

5

Audit and Risk

Member

4

4

Aliko

Management

Mohammed

Committee

Statutory

Member

4

4

Audit

Committee

S/No.

Names

Position Held

Gender

1

Wassim Elhusseini

Managing Director

Male

2

Namit Mishra

Finance and Control Director

Male

3

Shakiru Lawal

Head, Human Resources

Male

4

Boladale Odunlami

Commercial Manager

Male

5

Talla Fall

Factory Manager, Agbara

Male

6

Isaac Elimbi

Factory Manager, Flowergate

Male

7

Kasum Diabate

Head, Supply Chain

Male

8

Bode Ayeku

Company Secretary/Legal Adviser

Male

9

Kemi Ajasa

Regulatory and Scientific Affairs Manager

Female

10

Victoria Uwadoka

Corporate Communications & Public Affairs Manager

Female

11

Olatayo Olatunji

Category and Marketing Manager, Waters

Male

12

Palm-Zakari-

Category Manager, Culinary

Female

Adamou,Rahamatou

13

Jean-Pierre Duplan

Category Manager, Coffee

Male

14

Ibraheem Awelenje

Marketing Services Manager

Male

15

Ifeanyi Orabuche

Category Manager, Beverages

Female

16

Olawale Alao

Factory Manager, Abaji

Male

17

Opeyemi Iwaloye

National Sales Manager, Waters

Male

18

Funmilayo Osineye

Business Manager, Nestle Professional

Female

19

Omofasa Orhiunu

Category Manager, Diary

Male

20

Cyrille Kemgne

Category Manager, Nutrition

Male

Principles

Reporting Questions

Explanation on application or deviation

Part A - Board of Directors and Officers of the Board

Principle 1: Role of the Board

i) Does the Board have an approved Charter

YES, the Board has an approved Charter detailing the

"A

successful

Company

is

which sets out its responsibilities and terms of

responsibilities of the Board and contains the corporate

reference? Yes/No

governance policies and practices. The Charter helps the

headed by an effective

If yes, when was it last reviewed?

Board in

providing overall

strategic

leadership to

the

Board which is responsible for

Company. It also guides in the Board's oversight function,

providing entrepreneurial and

effective stakeholder management and growth of the

strategic leadership as well as

Company.

promoting ethical culture and

responsible

corporate

The Charter was last reviewed on 25 February 2021

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

i) What are the qualifications and experiences of

The Directors are appointed to ensure an appropriate

Composition

the directors?

balance of skills, qualifications and experiences. The

"The

effective

discharge of

Directors

hold qualifications in

various areas including

finance

&

accounting,

strategy,

law,

corporate

the

responsibilities

of

the

governance,

marketing, information

technology

and

Board and its committees is

general management. Their experiences are also diverse

assured by

an appropriate

balance of skills and diversity

and include experience in the consumer goods industry

(including

experience

and

within emerging and developed markets, management

gender)

without

and strategic direction positions.

compromising

competence,

ii) Does the company have a Board-approved

The

Board

ensures diversity

in

knowledge

skills,

independence and integrity "

diversity policy? Yes/No

experience, age, culture and gender, geared towards

If yes, to what extent have the diversity targets

promoting better decision-making and effective

been achieved?

governance as stated in the Board Charter.

The Company has largely achieved the diversity targets

as can be deduced from the profiles of the Directors.

iii) Are there

directors holding concurrent

Yes. The details are in the attached document.

directorships? Yes/No

If yes, state names of the directors and the

companies?

No. The MD/CEO and the ED do not chair any Board

iv) Is the MD/CEO or an Executive Director a

Committee. All Board Committees are headed by Non-

chair of any Board Committee? Yes/No

Executive Directors in line with good corporate

governance practices.

If yes, provide the names of the Committees.

Principle 3: Chairman

i) Is the Chairman a member or chair of any of the

No. The Chairman is neither a member of any of the

"The Chairman is responsible

Board Committees? Yes/no

Board Committees nor a Chair of the Board Committees

If yes, list them.

in line with good corporate governance practices.

for

providing

overall

leadership of the Company

ii) At which Committee meeting(s) was the

The

Chairman was not in attendance at

any Board

and the Board, and eliciting

Chairman in attendance during the period

Committee meetings during the period.

the constructive participation

under review?

of all Directors to facilitate

effective direction of the

Board"

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

No

Company? Yes/No

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

Principles

Reporting Questions

Explanation on application or deviation

v) When was he/she appointed as Chairman?

He was appointed as Chairman on 18 May 2023.

vi) Are the roles and responsibilities of the

Yes, the roles and responsibilities of the Chairman are

Chairman clearly defined? Yes/No

defined in the Companies & Allied Matters Act, Articles of

If yes, specify which document

Association, Nigerian Code of Corporate Governance

and Board Charter.

Principle 4: Managing Director/

i) Does the MD/CEO have a contract of

Yes, the MD has a contract of employment and other

Chief

Executive Officer

employment which sets out his authority

operational documents detailing his authority and

"The

Managing

and relationship with the Board? Yes/No

relationship with the Board.

Director/Chief

Executive

If no, in which documents is it specified?

Officer is the

head

of

ii) Does the MD/CEO declare any conflict of

Yes, the MD/CEO declares any conflict of interest on

management delegated by

interest on appointment, annually,

appointment. He is also required to declare any conflict

the Board to run the affairs of

the Company to achieve its

thereafter and as they occur? Yes/No

of interest he may have periodically.

strategic

objectives

for

iii) Which of the Board Committee meetings

The MD attended the Board Audit and Risk Management

sustainable corporate

did the MD/CEO attend during the period

Committee and the Statutory Audit Committee meeting

performance"

under review?

to give the committees a welcome address and provide

updates on the developments in the company after the

last meeting. However, he is not a member of any

Committee.

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

Yes. Nestle Nigeria Trust (CPFA) Limited

company? Yes/no.

Nigerian Economic Summit Group

If yes, please state the company(ies)?

Food and Beverage Recycling Alliance

Association of Food, Beverage and Tobacco Employers

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

Yes

companies in line with the Board-approved

policies? Yes/No

Principle 5: Executive

i) Do the EDs have contracts of employment?

Yes, the EDs have a contract of employment.

Directors

Yes/no

Executive

Directors

support

ii) If yes, do the contracts of employment set

The EDs have a contract of employment and other

the Managing Director/Chief

out the roles and responsibilities of the EDs?

operational documents which provide details regarding

Executive

Officer

in

the

Yes/No

their roles and responsibilities.

operations and management

If no, in which document are the roles and

responsibilities specified?

of the Company

iii) Do the EDs declare any conflict of interest

Yes, the EDs declare any conflict of interest on

on appointment, annually, thereafter and

appointment. They are also required to declare any

as they occur? Yes/No

conflict of interest they may have periodically.

iv) Are there EDs serving as NEDs in any other

Yes. Nestlé Nigeria Trust (CPFA) Limited

company? Yes/No

If yes, please list

v) Are their memberships in these companies in

Yes

line with Board-approved policy? Yes/No

Principle 6: Non-Executive

i) Are the roles and responsibilities of the NEDs

Yes, the roles and responsibilities of the NEDs are clearly

Directors

clearly defined and documented? Yes/No

documented in their Letters of Appointment and Board

Non-Executive Directors bring

If yes, where are these documented?

Charter.

to

bear

their

knowledge,

ii) Do the NEDs have letters of appointment

Yes, the NEDs have Letters of Appointment specifying their

expertise

and independent

specifying their duties, liabilities and terms of

duties, liabilities and terms of engagement.

judgment on issues of strategy

engagement? Yes/No

and performance on the

iii) Do the NEDs declare any conflict of interest

Yes, the NEDs declare any conflict of interest on

Board

on appointment, annually, thereafter and

appointment. They are also required to declare any

as they occur? Yes/No

conflict of interest they may have periodically.

iv) Are NEDs provided with information relating

Yes, at the point of their appointment, NEDs are provided

to the management of the company and

with information relating to the management of the

on all Board matters? Yes/No

company and its Board as part of their induction.

If yes, when is the information provided to

Thereafter, relevant information regarding the

the NEDs

management of the company is provided to them

ahead of all scheduled Board meetings.

Principles

Reporting Questions

Explanation on application or deviation

Principle 8:

Company

i) Is the Company Secretary in-house or

The Company Secretary is in-house.

Secretary

outsourced?

"The

Company

Secretary

ii) What is the qualification and experience of the

The Company Secretary qualified as a Solicitor and

support

the

effectiveness of

Company Secretary?

Advocate of the Supreme Court of Nigeria in 1992 and

the Board by assisting the

holds a Master of Laws degree. He joined the Company

Board and management to

in October 2005 as the Deputy Company Secretary. He is

develop

good

corporate

a Fellow of the Institute of Chartered Secretaries and

governance

practices and

Administrators of Nigeria, Nigerian Institute of

culture within the Company"

Management, the Chartered Institute of Taxation of

Nigeria and an Associate of the Chartered Institute of

Stockbrokers.

iii) Where the Company Secretary is an

Yes, the Company Secretary is a member of senior

employee of the Company, is the person a

management. He is the Company's Legal Adviser and

member of senior management?

Company Secretary.

iv) Who does the Company Secretary report to?

The Company Secretary reports to the Board on his

functional duties through the Board Chairman as well as

to the Managing Director as a member of the Company's

management on his administrative responsibilities.

v) What is the appointment and removal process

The appointment of the Company Secretary is based on

of the Company Secretary?

merit with selection criteria emphasizing competence,

qualification and relevant experience like the recruitment

process for the directors.

The removal of the Company Secretary is by the Board

and Annual General Meeting in line with the provisions of

CAMA.

vi) Who undertakes and approves the

The Board performs an appraisal of the performance of

performance appraisal of the Company

the Company Secretary as an integral part of the annual

Secretary?

Board Evaluation exercise.

Principle 9:

Access

to

i) Does the company have a Board-approved

Yes, the Board Charter and Code of Ethics provides that

Independent Advice

policy that allows directors access to

the Directors shall have access to independent

"Directors

are

sometimes

independent professional advice in the

professional advice where they consider it necessary to

discharge of their duties? Yes/No If

discharge their responsibilities as Directors.

required to make decisions of

yes, where is it documented?

a technical

and

complex

nature

that

may

require

ii) Who bears the cost for the independent

The Company bears the cost for such independent

independent external

professional advice?

advice whenever required.

expertise"

iii) During the period under review, did the

No. The Directors did not require the advice of any

Directors obtain any independent

independent professional during the period under

professional advice? Yes/No If

review.

yes, provide details.

Principle 10: Meetings of the

i) What is the process for reviewing and

Drafts of minutes of Board meetings are sent to Board

Board

approving minutes of Board meetings?

members ahead of Board meetings to afford them the

"Meetings are the

principal

opportunity to carry out a thorough review. Subsequently,

the minutes are collectively reviewed and approved by

vehicle

for

conducting

the

the Board at Board meetings and signed by the

business of the Board and

successfully

fulfilling

the

Chairman before they are included in the Company's

strategic objectives of the

Minute Book.

Company"

ii) What are the timelines for sending the minutes

The minutes of Board meetings are required to be sent to

to Directors?

Directors with the Board papers to the directors before

the next scheduled meeting.

iii) What are the implications for Directors who do

A Director's eligibility to be re-elected to the Board could

not meet the Company policy on meeting

be impacted if they repeatedly fail to attend meetings

attendance?

without justifiable reasons.

Principle 11:

Board

i) Do the Board Committees have Board-

Yes, all the Board Committees have Charters which set out

Committees

approved Charters which set out their

their responsibilities and terms of reference.

"To

ensure

efficiency

and

responsibilities and terms of reference?

Yes/No

effectiveness, the Board

Principles

Reporting Questions

Explanation on application or deviation

delegates

some

of its

ii) What is the process for reviewing and

Drafts of minutes of Board committee meetings are sent

functions,

duties

and

approving minutes of Board Committee of

to Committee members ahead of Board Committee

responsibilities

to

well-

meetings?

meetings to afford them the opportunity to carry out a

structured

committees,

thorough

review. Subsequently, the

minutes

are

without abdicating its

collectively

reviewed and approved by

members

at

responsibilities"

Board committee meetings and signed by the Chairman

and Company Secretary before they are included in the

Company's Minute Book.

iii) What are the timelines for sending the minutes

The minutes of Board Committee meetings are required

to the directors?

to be sent to members with the Committee papers before

the next scheduled meeting.

iv) Who acts as Secretary to board committees?

The Company Secretary acts as Secretary to the Board

Committees.

v) What Board Committees are responsible for

a) Nomination, Governance and Remuneration

the following matters?

Committee

a)

Nomination and Governance

b) Nomination, Governance and Remuneration

b)

Remuneration

Committee

c)

Audit

c) Audit and Risk Management Committee

d)

Risk Management

d) Audit and Risk Management Committee

vi) What is the process of appointing the chair of

The Chairman of each Board Committee is appointed by

each committee?

the Board of Directors.

Committee responsible for Nomination and Governance

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

One-third. The other members are non-executive

Committee responsible for Nomination and

directors.

Governance?

viii) Is the chairman of the Committee a NED or

NED

INED?

ix) Does the Company have a succession plan

Yes, the Company has a succession policy which is

policy? Yes/No

reviewed periodically.

If yes, how often is it reviewed?

x) How often are Board and Committee charters

The Board and Committee charters as well as other

as well as other governance policies

governance policies are reviewed periodically. The

reviewed?

Board Charter was last reviewed on 25 February 2021.

xi) How does the committee report on its activities

The Committees presents a written report of the key

to the Board?

recommendations made at their meeting to the Board

and the reports are reviewed and decisions taken by the

Board are recorded as part of its records.

Committee responsible for Remuneration

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

One-third. The other members are non-executive

Committee responsible for

directors.

Remuneration?

xiii) Is the chairman of the Committee a NED or

The Chairman of the Committee responsible for

INED?

Remuneration is a NED.

Committee responsible for Audit

xiv) Does the Company have a Board Audit

Yes, the Company has a Board Audit and Risk Committee

Committee separate from the Statutory

which is separate from the Statutory Audit Committee.

Audit Committee? Yes/No

xv) Are members of the Committee responsible

Yes. The members of the Board Audit and Risk Committee

for Audit financially literate? Yes/No

are financially literate.

xvi) What are their qualifications and

The members have a range of qualifications which

experience?

include degrees in accounting, finance, information

technology and administration. A member of the

Committee also has a professional accounting

qualification. They also have several years of experience

within management roles at organizations within Nigeria

and overseas.

Principles

Reporting Questions

Explanation on application or deviation

xviii) How often does the Committee responsible

The Board Audit and Risk Management Committee

for Audit review the internal auditor's

reviews the report of the Internal Auditor quarterly. The

reports?

review is done at the Committee's quarterly meeting

where the Internal Auditor presents his report for the past

quarter as well as the plans for the next quarter to the

Committee for review and alignment.

xix) Does the Company have a Board approved

Yes, the Company has a Board approved Internal Control

internal control framework in place? Yes/No

policy.

xx) How does the Board monitor compliance with

The Board monitors compliance with the Internal Control

the internal control framework?

Policy through the Board Audit and Risk Management

Committee's quarterly meetings during which it receives

reports from the Head, Internal Control.

xxi) Does the Committee responsible for Audit

Yes. The External Auditors present Key Audit Matters, their

review the External Auditors management

Management Letter and management's response to

letter, Key Audit Matters and management

issues raised to the Board Audit and Risk Management

response to issues raised? Yes/No

Committee. The Committee also evaluates annually, the

Please explain.

independence and performance of external auditors

and receives the interim and final audit presentations

from the external auditors.

xxii) Is there a Board-approved policy that

Yes. The Board Audit and Risk Management Committee

clearly specifies the non-audit services that

Charter empowers the Board, subject to the

the external auditor shall not provide?

recommendation of the committee responsible for audit,

Yes/No

to determine such non-audit services that the external

auditor may provide the company provided that such

non-audit service shall not create a self-review threat in

line with the provisions of international auditing standards.

xxiii) How many times did the Audit Committee

Once in 2024.

hold discussions with the head of internal

audit function and external auditors without

the management during the period under

review?

Committee responsible for Risk Management

xxiv) Is the Chairman of the Risk Committee a NED

The Chairman of the Board Audit and Risk Management

or an INED?

Committee is an INED.

xxv) Is there a Board approved Risk Management

Yes. It was approved on 29 October 2018

framework? Yes/No?

If yes, when was it approved?

xxvi) How often does the Committee review the

The Board Audit and Risk Management Committee

adequacy and effectiveness of the Risk

reviews the adequacy of the risk management controls

Management Controls in place?

quarterly during the committee's meetings.

Date of last review

The Risk Management Controls were last reviewed on 24

February 2023.

xxvii) Does the Company have a Board-approved

Yes, the Company has a Board approved IT Data

IT Data Governance Framework? Yes/No

Governance Framework which will be reviewed

If yes, how often is it reviewed?

periodically.

It was approved by the Board on 21 December 2020.

xxviii) How often does the Committee receive

The Committee is to receive and review compliance

and review compliance report on the IT

report on the IT Data Governance Framework annually.

Data Governance Framework?