Nccg corporate governance report

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 2025

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, Nestlé S.A. Switzerland

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

(E-mail and Phone No.)

Shareholders.enquiries@ng.nestle.com

01-2715700

xiii.

Name of the Governance Evaluation Consultant

KPMG Advisory Services for 2024

xiv.

Name of the Board Evaluation Consultant

KPMG Advisory Services for 2024

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

Funmilayo Osineye

Category Manager, Culinary

Female

13

Jean-Pierre Duplan

Category Manager, Coffee

Male

14

Ifelayo Disu

Marketing Services Manager

Female

15

Gilbert Tweneboah-Koduah

Category Manager, Beverages

Male

16

Olawale Alao

Factory Manager, Abaji

Male

17

Ibraheem Awelenje

Business Manager, Nestle Professional

Male

18

Omofasa Orhiunu

Category Manager, Diary

Male

19

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

"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 Board has an approved Charter detailing the responsibilities of the Board and contains the corporate governance policies and practices. The Charter helps the Board in providing overall strategic leadership to the Company. It also guides in the Board's oversight function, effective stakeholder management and growth of the Company.

The Charter was last reviewed on 25 February 2021

Principle 2: Board Structure and Composition

"The effective discharge of the responsibilities of the Board and its committees is assured by an appropriate balance of skills and diversity (including experience and gender) without compromising competence, independence and integrity "

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

The Directors are appointed to ensure an appropriate balance of skills, qualifications and experiences. The Directors hold qualifications in various areas including finance & accounting, strategy, law, corporate governance, marketing, information technology and general management. Their experiences are also diverse and include experience in the consumer goods industry within emerging and developed markets, management

and strategic direction positions.

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 ensures diversity in knowledge skills, experience, age, culture and gender, geared towards promoting better decision-making and effective 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 directorships? Yes/No

If yes, state names of the directors and the

companies?

Yes. The details are in the attached document.

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. The MD/CEO and the ED do not chair any Board Committee. All Board Committees are headed by Non-Executive Directors in line with good corporate governance practices.

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. The Chairman is neither a member of any of the Board Committees nor a Chair of the Board Committees in line with good corporate governance practices.

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

The Chairman was not in attendance at any Board Committee meetings during the period.

iii) Is the Chairman an INED or a NED?

The Chairman is a Non-Executive Director.

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

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

No

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 Chairman clearly defined? Yes/No

If yes, specify which document

Yes, the roles and responsibilities of the Chairman are defined in the Companies & Allied Matters Act, Articles of Association, Nigerian Code of Corporate Governance and Board Charter.

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 has a contract of employment and other operational documents detailing his authority and relationship with the Board.

ii)

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

Yes, the MD/CEO declares any conflict of interest on appointment. He is also required to declare any conflict of interest he may have periodically.

iii)

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

The MD attended the Board Audit and Risk Management Committee and the Statutory Audit Committee meeting 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 company? Yes/no.

If yes, please state the company(ies)?

Yes. Nestle Nigeria Trust (CPFA) Limited Nigerian Economic Summit Group Food and Beverage Recycling Alliance

Association of Food, Beverage and Tobacco Employers

v)

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

Yes

Principle 5: Executive Directors

i)

Do the EDs have contracts of employment?

Yes/no

Yes, the EDs have a contract of employment.

Executive Directors support the Managing Director/Chief

Executive Officer in the operations and management of the Company

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?

The EDs have a contract of employment and other operational documents which provide details regarding their roles and responsibilities.

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. They are also required to declare any conflict of interest they may have periodically.

iv)

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

If yes, please list

Yes. Nestlé Nigeria Trust (CPFA) Limited

v)

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

Yes

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?

Yes, the roles and responsibilities of the NEDs are clearly documented in their Letters of Appointment and Board Charter.

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. They are also required to declare any conflict of interest they may have periodically.

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, at the point of their appointment, NEDs are provided with information relating to the management of the company and its Board as part of their induction. Thereafter, relevant information regarding the management of the company is provided to them ahead of all scheduled Board meetings.

Principles

Reporting Questions

Explanation on application or deviation

v)

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

Information provided to Directors on appointment are usually included in a Board Induction Pack which is updated regularly with recent and relevant information and documents relating to the Company and its Board.

Information provided to Directors ahead of Board and Committee meetings in the form of papers and presentations are prepared by relevant members of management and Directors are provided the opportunity to seek clarification and to make further enquiries during the meetings.

vi)

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

Yes, the NEDs have unrestricted access to the EDs, the Company Secretary and the Internal Auditor and they are encouraged to contact them on Company related matters.

Principle 7: Independent Non-Executive Directors

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

i)

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

Yes, the INEDs meet the independence criteria prescribed in the Code.

ii)

Are there any exceptions?

No, there are no exceptions to the prescribed requirements.

iii)

What is the process of selecting INEDs?

The Board determines the required knowledge, skills, experience and competence to be possessed by the potential candidate and identifies such candidates while taking into consideration their eligibility for nomination as INEDs.

Thereafter, the curriculum vitae of candidates satisfying the requirements would be sourced and forwarded to the Nomination, Governance and Remuneration Committee for scrutiny, discreet validation of character, and consideration of their eligibility as INEDs.

Following this, the Committee shortlists candidates and presents to the full Board for a review and final decision on the selection alongside its recommendation for appointment.

iv)

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

Yes, the INEDs have letters of appointment specifying their duties, liabilities and terms of engagement.

v)

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

Yes, the INEDs declare any conflict of interest on appointment. They are also required to declare any conflict of interest they may have annually. The Board Charter and Code of Ethics requires all Directors to promptly disclose any conflict of interest as they occur.

vi)

Does the Board ascertain and confirm the independence of the INEDs? Yes/No If yes, how often?

What is the process?

Yes. Directors are required to complete a Directors' Interest Declaration form annually. Based on information provided, the Board can ascertain the continued Independence of the INEDs.

vii) Is the INED a Shareholder of the Company?

Yes/No

If yes, what is the percentage shareholding?

Mrs. Adebisi Lamikanra and Mrs. Maryam Aliko Mohammed are not shareholders of the Company.

Dr. Juliet Ehimuan's 2,146 shares in the Company during the period under review was 0.0002% of the paid-up capital of the company which is below the threshold for

INED.

viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding? Yes/No If yes, provide details.

No. None of the INEDs have another relationship with the Company apart from directorship and/or shareholding.

ix) What are the components of INEDs remuneration?

â–¯ Annual Directors' Fees

â–¯ Board and Committee Sitting allowances

â–¯ Travel Allowances

Principles

Reporting Questions

Explanation on application or deviation

Principle 8: Company Secretary

i) Is the Company Secretary in-house or outsourced?

The Company Secretary is in-house.

"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"

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

The Company Secretary graduated in 1991, qualified as a Solicitor and Advocate of the Supreme Court of Nigeria in 1992 and obtained a Master of Laws degree in 1995. He joined the Company in October 2005 as the Deputy Company Secretary. He is a Fellow of the Institute of Chartered Secretaries and Administrators of Nigeria, Nigerian Institute of Management, the Chartered Institute of Taxation of Nigeria and an Associate of the Chartered

Institute of Stockbrokers.

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

Yes, the Company Secretary is a member of the management committee of the company. He is the Company's Legal Adviser and 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 of the Company Secretary?

The appointment of the Company Secretary is through a rigorous selection process similar to that of new Directors and based on merit with selection criteria emphasizing competence, qualification and relevant experience.

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 performance appraisal of the Company Secretary?

The Board performs an appraisal of the performance of the Company Secretary as an integral part of the annual Board Evaluation exercise.

Principle 9: Access to Independent Advice

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, the Board Charter and Code of Ethics provides that the Directors shall have access to independent professional advice where they consider it necessary to discharge their responsibilities as Directors.

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

expertise"

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

The Company bears the cost for such independent advice whenever required.

iii) During the period under review, did the Directors obtain any independent professional advice? Yes/No If

yes, provide details.

No. The Directors did not require the advice of any independent professional during the period under review.

Principle 10: Meetings of the Board

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

Drafts of minutes of Board meetings are sent to Board members ahead of Board meetings to afford them the opportunity to carry out a thorough review. Subsequently, the minutes are collectively reviewed and approved by the Board at Board meetings and signed by the Chairman before they are included in the Company's Minute Book.

"Meetings are the principal vehicle for conducting the business of the Board and successfully fulfilling the strategic objectives of the Company"

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

The minutes of Board meetings are required to be sent to Directors with the Board papers to the directors before the next scheduled meeting.

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

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

be impacted if they repeatedly fail to attend meetings without justifiable reasons.

Principle 11: Board Committees

i) Do the Board Committees have Board-approved Charters which set out their responsibilities and terms of reference? Yes/No

Yes, all the Board Committees have Charters which set out their responsibilities and terms of reference.

"To ensure efficiency and

effectiveness, the Board

Principles

Reporting Questions

Explanation on application or deviation

delegates some of its functions, duties and responsibilities to well-structured committees, without abdicating its

responsibilities"

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

Drafts of minutes of Board committee meetings are sent to Committee members ahead of Board Committee meetings to afford them the opportunity to carry out a thorough review. Subsequently, the minutes are collectively reviewed and approved by members at 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 to the directors?

The minutes of Board Committee meetings are required 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.

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

   1. Nomination and Governance

   2. Remuneration

   3. Audit

   4. Risk Management

1. Nomination, Governance and Remuneration Committee

2. Nomination, Governance and Remuneration Committee

3. Audit and Risk Management Committee

4. Audit and Risk Management Committee

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

The Chairman of each Board Committee is appointed by the Board of Directors.

Committee responsible for Nomination and Governance

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

One-third. The other members are non-executive directors.

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, the Company has a succession policy which is reviewed periodically.

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

The Board and Committee charters as well as other governance policies are reviewed periodically. The Board Charter was last reviewed on 25 February 2021.

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

The Committees presents a written report of the key 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 Committee responsible for

Remuneration?

One-third. The other members are non-executive directors.

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

The Chairman of the Committee responsible for Remuneration is a NED.

Committee responsible for Audit

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

Yes, the Company has a Board Audit and Risk Committee which is separate from the Statutory Audit Committee.

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

Yes. The members of the Board Audit and Risk Committee are financially literate.

xvi) What are their qualifications and experience?

The members have a range of qualifications which 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

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

Mrs. Adebisi Lamikanra

xviii) How often does the Committee responsible for Audit review the internal auditor's reports?

The Board Audit and Risk Management Committee reviews the report of the Internal Auditor quarterly. The 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 internal control framework in place? Yes/No

Yes, the Company has a Board approved Internal Control policy.

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

The Board monitors compliance with the Internal Control 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 review the External Auditors management letter, Key Audit Matters and management response to issues raised? Yes/No

Please explain.

Yes. The External Auditors present Key Audit Matters, their Management Letter and management's response to issues raised to the Board Audit and Risk Management Committee. The Committee also evaluates annually, the 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 clearly specifies the non-audit services that the external auditor shall not provide? Yes/No

Yes. The Board Audit and Risk Management Committee Charter empowers the Board, subject to the recommendation of the committee responsible for audit, 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 hold discussions with the head of internal audit function and external auditors without the management during the period under review?

Once in 2025.

Committee responsible for Risk Management

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

The Chairman of the Board Audit and Risk Management Committee is an INED.

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

If yes, when was it approved?

Yes. It was approved on 29 October 2018

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

Date of last review

The Board Audit and Risk Management Committee reviews the adequacy of the risk management controls quarterly during the committee's meetings.

The Risk Management Controls were last reviewed on 27 October 2025.

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

If yes, how often is it reviewed?

Yes, the Company has a Board approved IT Data Governance Framework which will be reviewed periodically.

It was approved by the Board on 21 December 2020.

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

The Committee is to receive and review compliance report on the IT Data Governance Framework annually.

Principles

Reporting Questions

Explanation on application or deviation

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

Yes. He has relevant experience for the role.

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

4. The CRO attends all the meetings of the Board Audit and Risk Management Committee.

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, the Board Charter and Code of Ethics provides information on the appointment of Directors.

ii) What criteria are considered for their appointment?

The appointment to the Board will take into consideration the strength and areas of improvement of the existing Board, integrity, competence, skills, knowledge, experience, capacity to undertake the responsibility as well as diversity.

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

It is the responsibility of the Board to determine the required knowledge, skills, experience and competence to be possessed by the potential candidate.

Thereafter, the curriculum vitae of candidates satisfying the requirements would be sourced and forwarded to the Nomination, Governance and Remuneration Committee for scrutiny, discreet validation of character and interaction with the candidates.

1. Is there a defined tenure for the following:

   1. The Chairman

   2. The MD/CEO

   3. INED

   4. NED

   5. EDs

a)

b)

c)

d)

e)

The Chairman- Subject to re-election by CAMA The MD/CEO - Based on employment contract INED - Yes, up to 9 years

NED - Yes, subject to re-election by CAMA EDs - Based on employment contract

v) Please state the tenure

a)

The Chairman - He is subject to periodic reelection by shareholders following statutory

retirement by rotation as stated by CAMA.

b)

The MD/CEO - He is a full-time employee and is

retained in the role based on his performance as assessed by the Board and contract

c)

INED -Their tenure is subject to periodic reelection by shareholders based on retirement by rotation and for a period on nine years.

d)

NED - Their tenure is also subject to periodic

reelection by shareholders based on retirement by rotation.

e)

ED - He is a full-time employee and is retained in the role based on his performance as assessed by the Board and contract.

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

Yes, the Board has a formal induction programme for new Directors.

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

If yes, provide date of induction.

Yes, one new Director (Mr. Samer Chedid) was appointed. The date of induction was:

Mr. Samer Chedid - 7th July 2025

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

If yes, provide training details.

Yes. The Company is always willing to sponsor its directors to participate periodically in relevant continuing education program at the expense of the company to update their knowledge and skills and keep them informed of new developments in the Company's

business, regulatory and operating environments.

Principles

Reporting Questions

Explanation on application or deviation

The objective of the training is to assist them to discharge their duties fully and effectively to the Company.

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

The Board has established a formal and rigorous annual evaluation of individual Directors. The result of this evaluation forms a basis for the assessment of the training

needs of Directors.

v) Is there a Board-approved training plan?

Yes/No

Yes. Training plan and proposal are reviewed by the Board and is based on available trainings advertised which are communicated to the directors to indicate

interest and confirm their availability.

vi) Has it been budgeted for? Yes/No

Management ensures that the training requirements and other needs of the Board are paid for after directors

confirm availability.

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

Yes. This is incorporated in the Board Charter and the Terms of Reference of the Nomination, Governance & Remunerations Committee.

ii) For the period under review, was there any Board Evaluation exercise conducted?

Yes/No

Yes.

iii) If yes, indicate whether internal or external. Provide date of last evaluation.

Internal

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

indicate date of presentation.

The results will be presented to the Board on 23 February 2026.

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

The Chairman will discuss the evaluation results with the directors

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

Yes. The performance of each Director will be considered by the Board in deciding whether to present a director for re-election or not.

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.

Yes. January 2026.

ii) Is the result of the Corporate Governance Evaluation presented and considered by the

Board? Yes/No

The Corporate Governance Evaluation report will be presented and considered by the Board.

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

It will be presented to the Board in February 2026.

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

The summary of the 2025 Corporate Governance Evaluation Report will be included in the 2025 Annual Report and on our Investors Portal.

Principle 16: Remuneration Governance

"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"

i) Is there a Board-approved Directors' remuneration policy? Yes/No If yes, how often is it reviewed?

Yes. The policy is to be reviewed periodically

ii) Provide details of directors' fees, allowances and all other benefits paid to them during the period under review

â–¯ Annual Directors' Fees: N16million for Chairman and N6million for other Directors

â–¯ Sitting allowance per meeting: N750,000 for Chairman and N500,000 for other Directors

â–¯ Annual Travel Allowance: N8million

iii) Is the remuneration of NEDS presented to

shareholders for approval? Yes/No If yes, when was it approved?

Yes. The remuneration of NEDs is presented annually to shareholders at the AGM.

Principles

Reporting Questions

Explanation on application or deviation

It was approved at the Company's last AGM on 28 May 2025.

iv) What portion of the NEDs remuneration is linked to company performance?

The NEDs do not receive any remuneration that is linked

to the Company's performance.

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?

The company has a remuneration policy for its executive and senior management which is linked to performance.

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.

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.

The company's claw-back policy is embedded in clause 23 of the Board Charter and Code of Ethics.

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

The company's risk appetite is discussed at Board

meetings.

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

Comprehensive and company-wide risk assessment is done annually and reviewed quarterly.

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

The Board receives and reviews the risk management report on a quarterly basis.

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

Yes, the Company has an Internal Audit charter.

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

No

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

He is an Associate of the Institute of Chartered Accountants of Nigeria and has B.Sc. in Accounting. He has experience in Accounting, Internal Control and Internal Audit.

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

Yes.

vi) Does the head of the internal audit function report at least once every quarter to the committee responsible for audit, on the adequacy and effectiveness of management, governance, risk and control environment; deficiencies observed and management mitigation plans? Yes/No

Yes. The internal audit reports quarterly to the audit committee on the adequacy and effectiveness of management, governance, risk and control environment; deficiencies observed and management mitigation plans

Principles

Reporting Questions

Explanation on application or deviation

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?

Yes.

2024

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

It is done by the Regional Management in charge of Internal Audit.

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, the Company has a Board approved whistleblowing policy.

It was last reviewed on 21 December 2020.

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

Yes, the whistleblowing mechanisms are reliable, accessible to all stakeholders and guarantees anonymity.

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

   1. Reported cases

   2. Process and results of Investigated cases

Yes, the Audit Committee received periodic reports on the whistleblowing mechanism, reported cases and results of investigated cases.

Principle 20: External Audit

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

The Statutory Audit Committee makes recommendations for the appointment, re-appointment or removal of the external auditors.

"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"

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

The Shareholders at the Company's AGM, approve the appointment, re-appointment or removal of the External Auditors.

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

30 June 2020

iv) How often are the audit partners rotated?

5 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?

Notices, annual reports and other relevant information regarding the AGM were dispatched and/or published at least 30 days before the last AGM.

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

Yes. The chairmen of all Board committees attended the last Annual General Meeting but the Chairman of the Statutory Audit Committee was represented by another Audit Committee member.

Principle 22: Shareholder Engagement

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, 21 December 2020 and is available on the

company's Investors portal.

"The establishment of a system of regular dialogue with shareholders balance their needs, interests and expectations with the objectives of the Company"

ii) How does the Board engage with Institutional Investors and how often?

Through engagements platforms for shareholders.

Principles

Reporting Questions

Explanation on application or deviation

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

Yes. This is done through prompt dissemination of information to the shareholders and the investing public the Nigerian Exchange Limited Portal and publication in the newspapers.

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 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, the company has a Board approved Code of Business Conduct and Ethics that guides the company's professional business and ethical standards.

Yes, the COBE had been communicated to all internal and external stakeholders. It can be easily accessed on the company's Investors portal and is applicable to all stakeholders including members of the Board, senior management, all employees and third parties.

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

25 February 2021

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

Yes. This is done regularly by the Board and Management.

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

No.

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. There is a Board approved Securities Trading Policy.

1. It was last reviewed on 24 February 2023

2. Through periodic communication to the insiders on the policy and periodic review by the Board and management.

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)

We adopt the Nigerian Exchange Group Rules on Related Party Transactions which is to be complied with by all listed companies.

The Nigerian Exchange Group Rules Governing Transactions with Related Parties or Interested Persons was last reviewed 3 November 2022

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

Related parties are requested to disclose adequate information on related party transactions. Our external auditors are requested to review the disclosures and take appropriate action to verify that they are adequate.

The Consultants of the Company carry out an annual review of the Related Party Transactions which is reviewed by the Audit Committee and forwarded to the Board for further necessary action.

Principles

Reporting Questions

Explanation on application or deviation

iv)

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, the company's policy on conflict of interest is embedded in its Board Charter and Code of Business Conduct and Ethics.

1. It was last reviewed on 25 February 2021.

2. Employees are encouraged to disclose conflict of interest situations to their Line Manager, HR or the Legal or Compliance department and complaints are reviewed for prompt action.

3. The Code is applicable to all employees including senior management.

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, It was last reviewed on 21 December 2020

ii)

How does the Board monitor compliance with the policy?

The Board receives periodic reports on sustainability activities and take appropriate action

iii)

How does the Board report compliance with the policy?

This is disclosed 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, the Sustainability policy also includes the company's

policy on diversity.

It was last reviewed on 21 December 2020.

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.

ii)

Does the Company have an up-to-date investor relation portal? Yes/No If yes, provide the link.

Yes.

https://www.nestle-cwa.com/en/investors/nigeria

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.

No regulator in the capital market fined the company during the reporting period.

CONCURRENT DIRECTORSHIPS OF NESTLE NIGERIA PLC'S DIRECTORS

S/N

NAME OF DIRECTOR

CURRENT DIRECTORSHIPS

1.

Mr. Gbenga Oyebode

All "for-profit" corporate directorships, employment or other

positions:

POSITION AFFILIATION

Of Counsel ALN Nigeria | Aluko & Oyebode Chairman CFAO Nigeria

Chairman Nestle Nigeria Plc

Chairman Okomu Oil Palm Company Plc Director SOCFINAF SA

Director DHL Aviation Nigeria Limited

Director 1 Murtala Muhammed Drive Limited Director Coordinated Nigeria Limited

Director Ajoje Capital Partners Limited

Director Asset Management Group (AMG) Director Greenpark Finance Limited

Director N-Cell Limited Director NISPV Limited

Director Green White Group Limited Director Richmond Corporate Limited Director Harbor Point Limited

Director Combined Industrial Agro Consultants Limited (CIACO)

Chairman Lafarge Africa Plc Chairman Moniepoint Inc

Chairman AccessARM Pensions

2. All nonprofit directorships or other positions

Member, Global Advisory Council Africa Leadership Academy Chairman Africa Philanthropy Forum

Director Jazz at the Lincoln Center Chairman Teach for All

Member, Board of Trustees The Ford Foundation Chairman, Advisory Board Rele Art Gallery

Member, International Art Council The Cleveland Museum of Art Member, Advisory Board Smithsonian's National Museum of

African Art

Member, International Circle Amis du Centre Pompidou Member, Board of Trustees The African Center, New York

Member, Global Advisory Board Council on Foreign Relations (CFR)

2.

Mr. Wassim Elhusseini

• Nestle Nigeria Trust (CPFA) Limited

• Food and Beverage Recycling Alliance (FBRA)

• Nigerian Economic Summit Group (NESG)

• Association of Food, Beverage and Tobacco Employers (AFBTE)

3.

Mr. Namit Mishra

• Nestle Nigeria Trust (CPFA) Limited

4.

Mrs. Kemisola Ajasa

None

5.

Mr. Samer Chedid

• Nestle Ghana Limited

• Nestle Cote d'Ivoire SA

• Nestle CWA Limited

6.

Mr. Martin Kruegel

• Nestle Ghana Limited

• Nestle Cote d'Ivoire SA

  • Nestle CWA Limited

7.

Dr. Juliet Ehimuan

• First E & P

• Stanbic IBTC Pension Managers

• MIVA University

• Zenith Bank

• FATE Foundation

• Nigerian Economic Summit Group

• WIMBIZ

• IMD Institute

• Omniretail

8.

Mrs. Bisi Lamikanra

• Standard Chartered Bank, Nigeria

• Leadway Assurance Plc

• Evecare Hospital, Lekki, Nigeria

• Coronation Securities

• Corona Schools

• BAT Foundation

9.

Mrs. Maryam Aliko Mohammed

• Global Rights, Nigeria

• Sanaa Corporate Investments

• Maternal and Reproductive Health Collective

• Global Rights

• Sterling College Limited

• Modalali International Nigeria Limited

• Blackquest Nigeria Limited

• Stanbic IBTC