Quarter 5 - financial statement for 2024

ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

Corporate Information 1−2

Results at a Glance 3

Corporate Governance Report 4 − 17

Report of the Audit Committee 18

Sustainability and Corporate Responsibility Report 19 − 20

Management Discussion and Analysis 21 − 22

Report of the Directors 23

Statement of corporate responsibility for the Financial Statements 29

Statement of

of the Financial Statements

CORPORATE INFORMATION

Mrs. Funmi Oyetunji − Chairman

Mr. Rajesh Kamble (Indian)

Mrs. Rekha Gopalkrishnan (Indian)

− Managing Director

− Non−Executive Director − Resigned 12th February 2024

Mr. N.SR. Chandra Prasad (Indian) − Independent Non−Executive

Dr. Nosike Agokei − Non−Executive Director

Mr. Vivek Kalla (Indian)

Mr. Agrawal Ramakant (Indian)

− Executive Director

− Non−Executive Director − Resigned 12th February 2024

Mrs. Neerja Kapur (Indian) − Non−Executive Director − Resigned 30th April 2024

Mrs. Smita Srivastava (Indian) − Non−Executive Director

Mrs. Girija Subramanian − Non−Executive Director

Mrs. Chidinma Ibe−Louis FRC/2021/PRO/ICSAN/002/00000023803

No 19, Ligali Ayorinde Street, Victoria Island,

Lagos.

P.O.Box 650 Marina, Lagos Info@prestigeassuranceplc.com https://www.prestigeassuranceplc.com

Actuary: Becoda Consulting Limited FRC/2021/00000013819

7, Ibiyinka Olorunbe Close Victoria Island Lagos

Zamara Consulting Actuaries Nigeria Limited FRC/2017/NAS/000000016912

70 Adetokunbo Ademola Street Victoria Island

Lagos

Registrar: First Registrars & Investors Services Limited Plot 2, Abebe Village Road,

Iganmu, Lagos FRC/2013/00000000001946

Auditors Deloitte & Touche

Civic Towers,

Plot GA1, Ozumba Mbadiwe Avenue, Victoria Island

Lagos State

CORPORATE INFORMATION -Continued

Bankers Access Bank Plc Keystone Bank Limited

Fidelity Bank Plc Providus Bank Limited First Bank of Nigeria Limited Stanbic IBTC Bank Limited Guaranty Trust Bank Ltd Sterling Bank Plc

Heritage Bank Plc Union Bank of Nigeria Plc Ecobank Nigeria Limited United Bank for Africa Plc Bank of India Limited

Reinsurers Africa Reinsurance Corporation NCA Reinsurer Aveni Reinsurer Waica Reinsurer Continental Reinsurance, Zep Reinsurer

2

Annual Report and Financial Statements For the year ended 31 December 2024

Corporate Governance. We recognize that sound corporate governance practices are necessary for effective management and

of other Stakeholders. In furtherance of the commitment to high ethical conduct, we regularly review our processes and practices to ensure compliance with the legislative and best practice changes in the global corporate governance environment.

As a listed entity with the Nigerian Exchange Limited (NGX), the Company ensures compliance with the provisions of its Memorandum and Articles of Association, the Companies and Allied Matters Act 2020, the Nigerian Code of Corporate

Securities and Exchange Commission (SEC), the NAICOM Corporate Governance Guidelines 2021, International Best Practices, and its Internal Governance Policies.These covers a wide range of issues including Board structure, quality of Board Members, duties of the Board, conduct of the Board of Directors, Committees of the Board, and rights of Shareholders.

This report serves as a testament to our dedication to sound governance principles, which underpin our pursuit of long− term value creation for our stakeholders.

1. COMPOSITION OF BOARD OF DIRECTORS

   Being central in corporate governance and the highest governing body in the Company, the governance of the Company resides with the Board of Directors who is accountable to shareholders for creating and delivering sustainable value through the effective management of the Company. The Board of Directors is responsible for the efficient operation of the Company and to ensure the Company fully discharges its legal, financial and regulatory responsibilities.

   The Board monitors the implementation of corporate strategy and reviews the overall performance of the Company, manages potential conflict and provides general direction and oversight to Management, approves the terms of reference and procedures of all Board Committees, monitors the effectiveness of its Governance Practices

   
   
   

   the shareholders. These oversight functions of the Board of Directors are exercised through its various Committees. The Board has five (5) Committees to ensure the proper management and direction of the Company.

   
   
   

   The Board consist of persons of diverse disciplines and skills, who possess high level of competencies, chosen on the basis of professional background and expertise, business experience, with impressive records and achievements and integrity as well as kno

   The effectiveness of the Board derives from the appropriate balance and mix of skills, and they are therefore able to exercise good judgment

   
   
   

   with due diligence and skill and in the overall best interest of the Company and relevant stakeholders.

   
   
   

   perfect mix of Executives, Non−Executives and Independent Non−Executive Directors. The number of non− executives exceeds the number of executives while the position of the Chairman of the Board is clearly delineated from the Managing Director, and the Chairman and the Managing Director are not members of the same extended family.

   
   
   

   comprises eight (8) members, including the Chairman, who is an Independent Non−Executive Director, four (4) other Non−Executive Directors (NEDs), out of which one is a minority shareholder representative, one (1) managing Director, one (1) Executive Director, and one (1) Independent Non−Executive Director appointed based on the criteria laid down by NAICOM and the Nigerian Code of Corporate Governance for the appointment of Independent Non−Executive Director(s). The Independent Non−Executive Director has no significant shareholding interest or any special business relationship with the Company.

   The membership of the Board as at 2024−year end is as follows:

   S/N	NAMES OF BOARD MEMBERS	DESIGNATION	GENDER
   1	Mrs. Funmi Oyetunji	Chairman	Female
   2	Mrs Rekha Gopalkrishnan*	Non−Executive Director	Female
   3	Mr. Rajesh Kamble	Managing Director	Male
   4	Mr Vivek Kalla	Executive Director	Male
   5	Mr. N.S.R. Chandra Prasad	Independent Non−Executive Director	Male
   6	Mrs Aderonke Adedeji	Non−Executive Director	Female
   7	Dr Nosike Agokei	Non−Executive Director	Male
   8	Mr. Agrawal Ramakant*	Non−Executive Director	Male
   9	Mrs Neerja Kapur*	Non−Executive Director	Female
   10	Mrs Smita Srivastava	Non−Executive Director	Female
   11	Mrs Girija Subramanian	Non−Executive Director	Female

   *Mrs. Rekha Gopalkrishnan, resigned on 12th February 2024;

   *Mr Agrawal Ramakant, resigned on 12th February 2024;

   *Mrs Neerja Kapur, resigned on 30th April 2024;

   Roles of Key Officers of the Board

   The key officers of the board and their roles are stated under:

   1. THE CHAIRMAN

      In line with the Nigerian Code, the positions of the Chairman of the Board and the Managing Director are separate and held by different persons to ensure balance of power and authority. The Chairman and the Managing Director are not members of the same extended family. The Board Chairman is not a member or chairperson of any of the Board Committees.

      The Chairman of the Board provides strategic leadership and oversees the governance and operations of the Board, ensuring that it is administered effectively and fully discharges its statutory, legal and regulatory responsibilities

      collaboration with the Managing Director and the Company Secretary. She manages the input of Non− executive Directors to promote effective relationships and open communications, (both inside and outside) the Boardroom, between Executive and Independent Non−executive Directors ensures that the Board operates in harmony.
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      

      The Chairman ensures that Directors receive accurate, timely and clear information to enable the Board to make informed decisions, monitor effectively and provide advice to promote the success of the Company,

      
      
      
      
      
      

      priorities. The Chairman ensures the smooth conduct of Board meetings. She plays a pivotal role in ensuring that the Board and its Committees are equipped with the appropriate skills, competencies, and experience

   2. MANAGING DIRECTOR
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      

      The Board has delegated the responsibility for the day−to−day management of the Company to the Managing Director who is responsible for leading management, supervising over the technical operations of the Company, which involves investment management, risk management, formulation of policies, making and implementing operational decisions

      
      
      

      sustainable corporate performance. The MD is responsible to the Board of Directors and ensures that the Company complies strictly with regulations and policies of both the Board and Regulatory Authorities.

      CORPORATE GOVERNANCE REPORT - continued

      Annual Report and Financial Statements For the year ended 31 December 2024

      Upon appointment, the Managing Director has a responsibility to declare any conflict of interest. This declaration is further updated on an annual basis, at every Board and Committee Meeting or as they arise. In line with corporate governance, the MD is not a chairperson of any of the Board Committees, and is not a member of the committees responsible for remuneration, audit, or nomination and governance.

   3. EXECUTIVE DIRECTORS

      The Executive Director supports the Managing Director/Chief Executive Officer in the operations and management of the Company. Also, Executive Directors do not chair any Board Committee, and is not a member of the committees responsible for remuneration, audit, or nomination and governance.

      The Executive Director of the Company has a contract of employment which spells out his terms of engagement, roles and responsibilities as Directors. Upon appointment, the Director has a responsibility to declare any conflict of interest.

      This declaration is further updated on an annual basis, at every Board and Committee Meeting or as they arise.

   4. NON-EXECUTIVE DIRECTORS

      The roles, responsibilities, duties and liabilities of Non−Executive Directors are clearly defined in their letters of appointment, and the Board charter. Upon appointment to the Board, all Directors receive an induction tailored to meet their individual r

      Induction and Continuing Education Policy and the provisions of the Nigerian Code. Non−Executive Directors are provided with detailed information relating to Management and all Board matters.
      
      

      The Non−Executive Director has unfettered access to Managing Director, the Company Secretary and the Management team. The Non−Executive Director also declares any conflict of interest on appointment, and subsequently on an annual basis, at every Board and Committee Meeting or as the conflict arises.

   5. INDEPENDENT NON-EXECUTIVE DIRECTOR
      
      
      
      
      
      
      
      
      
      
      
      
      
      
      

      The Board has Independent Non−

      rights and interests in the Company. The Independent Director does not represent any particular shareholding interest, nor hold any business interest in the Company, to ensure his objective

      
      
      

      The duties, liabilities and terms of engagement of Independent Non−Executive Directors are clearly specified in their letters of appointment. The Board ascertains and confirms independence of the Independent Non−Executive Directors annually, through the declaration of conflict. The Independent Non−Executive Directors declare any conflict of interest on appointment, and subsequently on an annual basis, at every Board and Committee Meeting or as they arise. Independent Non−Executive Directors only

      
      
      
      
      
      
      
      
      

      All Directors have access to independent professional advice in the discharge of their duties. This is documented

      
      
      

      Professional Advice.

   6. COMPANY SECRETARY
      
      
      

      The Company Secretary is a point of reference and support for all Directors. The Directors have independent access the Company Secretary, who plays a vital role in ensuring the effectiveness of the

      
      
      

      adherence to Board procedures and ensuring

      of Association, as well as all relevant rules and regulations. By supporting the Chairman and the Board, the Company Secretary helps implement and strengthen corporate governance practices aimed at promoting

      long−term shareholder value. The Company Secretary also assist the Chairman and Chief Executive Officer to formulate an annual Board Plan with the administration of other strategic issues at the Board level.

      A critical aspect of the role includes coordinating and acting as a liaison, facilitating communication and information flow within the Board, its Committees and between Management and Non−Executive Directors. The Company Secretary also supports the orientation of new Directors and coordinates their

      
      
      

      The Board may through the Company Secretary obtain information from external sources, such as consultants and other advisers, if there is a need for independent expertise. The Company Secretary is also responsible organizing Board and Committee meetings, developing meeting agendas, attending Board meetings, and preparing minutes.

2. GENDER DIVERSITY

   The Board understands that gender diversity is fundamental to the success and sustainability of the company and enriches discussions among directors, better reflects

   relationship with all of its stakeholders and allows for improved stewardship.
   
   

   The company continues to create a diverse and inclusive culture by deliberately promoting increased women representation on the Board, management positions and overall employees, subject to availability of vacancy and appropriately−skilled candidates. However, the company achieved a 50% gender diversity and increased women representation on the Board. The company remains committed to improving other dimensions on diversity to reflect global best standard and will reflect its efforts in future disclosures.

3. BOARD NOMINATION PROCESS

   The process for the selection, nomination and appointment of a candidate to the Board is in accordance with the Policy on Selection, Appointment, and Succession Planning. This Policy is essential to ensure the Company has an optimum combination of experience and commitment and achieve the effectiveness of the Board.

   The Board agrees upon the criteria for the desired experience and competencies of new Directors. The criteria for the desired experience and competencies of new Non−executive Directors are agreed upon by the Board. In reviewing the Board composition, the Board ensures a mix with representatives from diverse background, the balance and mix of appropriate skills and experience of Non−executive Directors is taken into account when considering a proposed appointment. The appointment of Directors is subject to the approval of NAICOM.

   The Shareholding of an individual in the Company is not considered a criterion for the nomination or appointment of a director. The following core values are considered critical in nominating a new director;

   1. Integrity

   2. Professionalism

   3. Career Success

   4. Goodwill

   5. Ability to add value to the Company.

4. INDUCTION AND CONTINUOUS TRAINING OF BOARD MEMBERS.

   On appointment to the Board and to Board Committees, all Directors receive a formal induction tailored to meet their individual requirements. The New Directors are oriented about the Company and its operations through the Company Secretary using the provis

   regulations and adequate information on operations.
   
   

   The Directors are also given a mandate and terms of reference to aid in performance of their functions. Management further strives to acquaint the new Directors with the operations of the Company via trainings/seminars to the extent desired by new Directors to enable them function in their position. The training and education of Directors on issues pertaining to their oversight functions is a continuous process, in order to

   Annual Report and Financial Statements For the year ended 31 December 2024

   CORPORATE GOVERNANCE REPORT - continued

   update their knowledge and skills and keep them informed of new developments in the insurance industry and operating environment.

   The Board maintains a Board Training Policy in accordance with requirements of the Nigerian Code. The Policy sets

   
   
   
   
   
   
   
   
   
   Training needs are assessed through outcomes of the Board performance and peer assessment evaluations, in line with the Board Training Policy. The continuing education is expected to assist directors to consistently familiarize themselves with their roles and responsibilities, Corporate Governance, the Compa
   environment within which the company operates.
   
   

   During the year under review, the Directors attended various trainings facilitated by the different institutes such as the Institute of Directors, Nigeria, Society for Corporate Governance, etc, which includes:

   1. ESG and Board Leadership Developing Compliance Framework.

   2. Elevating Board Excellence and Effectiveness: Developing a High Performing Board.

   3. Risk Management and Governance Workshop for Directors.

   4. Integrated Reporting and the Role of the Audit Committee.

   5. Board Performance in the Nigerian Insurance Industry: A Governance, Risk, and Compliance (GRC) Approach.

5. ANNUAL BOARD APPRAISAL AND EVALUATION

   The Corporate Governance Guidelines for the Insurance Industry recognizes the fact that good corporate governance framework must be anchored on an effective and accountable Board of Directors whose performance is assessed periodically. The assessment of the effectiveness of the Board is key in the Board Governance Structure.

   The Board undergoes a rigorous Evaluation processes every year to assess the performance of the Board, its committees, individual directors and assessment of the Corporate Governance Practices. The annual appraisal

   
   
   

   with the provisions of NAICOM.

6. RETIREMENT BY ROTATION AND RE-ELECTION
   
   

   In accordance with the Section 285 of the Companies and Allied Matters Act, 2020, Mrs Funmi Oyetunji, Dr Nosike Agokei and Mr. N.S.R. Chandra Prasad will retire by rotation and being eligible offers themselves up for re−election.

   
   
   
7. ROLE OF THE BOARD

   The Board has an approved Charter that specifies the roles, terms of reference and responsibilities of the Board, its Directors and Committees. The Board determines the strategic objectives of the Company in delivering long− term growth and short−term goals. In fulfilling its primary responsibility, the Board is aware of the importance of achieving a balance between conformance to governance principles and economic The powers reserved for the Board include the following:

   1. the determination and approval of the strategic objectives and policies of the Company to deliver long−term

      
      
      
      − and short−term plan and its annual operating and
      
      

      capital expenditure budget.

   2. approval of quarterly, half−yearly and full year financial statements (whether audited or unaudited) and any significant change in accounting policies and/or practices;

   3. ensuring the integrity of annual reports and accounts and all material information provided to regulators and other stakeholders;

   4. ensuring the establishment and implementation of a succession plan, appointment process, training mechanism and remuneration structure for both the Board and executive directors;

   5. considering and approving the long−term and short−term strategies for the business of the Company and monitoring their implementation by management;

   6. being accountable to the Company as well as identifying and managing the relationship with shareholders and other stakeholders;

   7. overseeing the internal audit function, seeking explanations from management in case any of the key audit recommendations are not being addressed;

      
      
      
      
      
      
      
      
      
      
      
      

   8. providing oversight over Information Technology governance; overseeing the effectiveness and adequacy of the internal control system.

8. BOARD MEETINGS

   and emergency meetings are convened the need arises,

   
   
   
   
   
   

   At the meetings, the directors also consider the reports of Board committees, and any other reports pertaining to issues within The Annual Calendar of Board and Committee meetings is approved in advance. Directors are also provided with regular updates on developments in the regulatory and business environment. The Board in demonstration of its commitment to environmental sustainability operates a secure electronic portal for the circulation of board papers to members. The Board met six (6) times during the period ended December 31, 2024, and the record of attendance of Directors at Board meetings is highlighted below.

   S/N	Names of Board Members	29th January	16th May	27th May	26th July	29th October	17th December
   1	Mrs. Funmi Oyetunji	P	P	P	P	P	P
   2	Mrs Rekha Gopalkrishnan	A	X	X	X	X	X
   3	Mr. Rajesh Kamble	P	P	P	P	P	P
   4	Mr Vivek Kalla	P	P	P	P	P	P
   5	Mr. N.S.R. Chandra Prasad	P	P	P	P	P	P
   6	Mrs Aderonke Adedeji	P	P	P	P	P	P
   7	Dr Nosike Agokei	P	P	P	P	P	P
   8	Mr. Agrawal Ramakant	A	X	X	X	X	X
   9	Mrs Neerja Kapur	P	X	X	X	X	X
   10	Mrs Smita Srivastava	P	P	P	A	P	A
   11	Mrs Girija Subramanian	#	#	#	#	#	P

   P − Present

   A

   Absent with apologies
   
   

   X

   Resigned from the Board
   
   

   # − Yet to be appointed as a director on the Board

9. DELEGATION OF AUTHORITY
   
   
   

   effective control

   
   
   

   through a well−developed Committee structure that provides in−

   Board Committee has a written terms of reference and presents regular reports to the Board on its activities. The Board delegates authority to the Managing Director to manage the affairs of the Company within the parameters established by the Board from time to time.

10. BOARD COMMITTEES

    The Board carries out its responsibilities through its committees, which in the exercise of their powers as delegated, conform to the regulations laid down by the Board, with clearly defined terms of reference, contained in the charter of each Committee setting out their roles, responsibilities, functions and scope of authority and procedures for

    CORPORATE GOVERNANCE REPORT - continued

    Annual Report and Financial Statements For the year ended 31 December 2024

    reporting to the Board. Membership of the Committees is structured to take optimum advantage of the skills and experience of Non−Executive Directors.

    The Board performed its functions through five Standing Committees during the period under review.

    1. Finance, Investment and General−Purpose Committee.

    2. Risk, Audit and Compliance Committee.

    3. Establishment, Remuneration and Governance Committee.

    4. Statutory Audit Committee.

    5. Strategy Committee

       Through these Committees, the Board is able to more effectively deal with complex and specialized issues and to fully utilize its expertise to formulate strategies for the Company. The Committees render reports to the Board at

       s and make recommendations to the Board, which retains responsibility for final
       
       

       decision.

       A summary of the roles, responsibilities, composition and frequency of meetings of each of the Committees are as stated hereunder.

       1. Finance, Investment and General-Purpose Committee.
          
          
          
          
          
          
          
          
          
          Finance, Investment and General−Purpose
          
          

          Committee responsibilities include the consideration and approval of all investments above management limit, the review and approval of the investment policies and manual on a periodic basis and, in particular the financial implications of new and major investments. The Committee also reviews and make

          −term financial strategies and objectives. Mrs Aderonke Adedeji is the Chairman, Finance, Investment and General−Purpose Committee.
          
          

          The Committee meets at least every quarter, and as the need arises. The Committee held five (5) meetings in 2024. The table below shows the attendance of the members of the Committee at meetings held during the year.

          S/N	Names of Directors	Status		25th April	15th May	22nd July	23rd October	6th December
          1	Mrs Aderonke Adedeji	Chairman	NED	P	P	P	P	P
          2	Mr. N.S.R. Chandra Prasad	Member	INED	P	P	P	P	P
          3	Mr. Agrawal Ramakant	Member	NED	X	X	X	X	X
          4	Mr. Rajesh Kamble	Member	MD	P	P	P	P	P
          5	Mr Vivek Kalla	Member	ED	P	P	P	P	P

          P − Present

          X

          Resigned from the Board on 12th February 2024.
          
          
       2. Risk, Audit and Compliance Committee
          
          
          

          The Board Risk, Audit and Compliance Committee has supervisory functions over risk management, the risk profile, the enterprise−wide risk management framework of the Company and the risk appetite strategy as determined by the Board.

          operations comply with the Risk Management Policy as approved by the Board in line with regulatory requirements.

          
          
          
          
          
          
          
          
          

          The Committee also considers the nature, extent and categories of the significant risks facing the Company, on the business, if the risks do materialize.

          process for the identification of significant risks across the Company, and the adequacy of prevention,

          detection and reporting mechanisms. The Committee also reviews large underwritten risks in order to verify

          the adequacy of the reinsurance cover. Mr. N.S.R. Chandra Prasad is the Chairman, Risk, Audit and Compliance Committee.

          The Committee held five (5) meetings in 2024. The table below shows the attendance of the members of the Committee at meetings held during the year.

          S/N	Names of Directors	Status		15th February	14th May	11th July	15th October	27th November
          1	Mr. N.S.R. Chandra Prasad	Chairman	INED	P	P	P	P	P
          2	Dr Nosike Agokei	Member	NED	P	P	P	P	P

          P

          Present
          
          
       3. Establishment, Remuneration and Governance Committee

          The Establishment, Remuneration and Governance Committee has oversight of nominations, remuneration and governance matters. The Committee selects and reviews the skills and experience required on the Board establishing the criteria for appointment to the Board and Board committees, reviewing prospective

          
          
          

          against their re−nomination suitability, and making appropriate recommendations to the Board.

          The Committee also ensures that the Board undertakes, an annual performance evaluation of itself, its

          
          
          

          and that a succession policy and plan exist for the Board, and Senior Management. The Committee develops

          
          
          

          ensures the development and periodic review of Board charters, Board committee charters and other governance policies.

          The Committee meets quarterly, and as the need arises to deliberate and make recommendations on the Board skill mix and diversity, as well as the remuneration of Directors and Senior Executives of the Company

          
          
          

          and Corporate Governance best practice. Dr Nosike Agokei is the Chairman, Establishment, Remuneration and Governance Committee

          The Committee held five (5) meetings in 2024. The table below shows the attendance of the members of the Committee at meetings held during the year.

          S/N	Names of Directors	Status		13th February	27th March	15th April	9th July	9th October
          1	Dr Nosike Agokei	Chairman	NED	P	P	P	P	P
          2	Mr. N.S.R. Chandra Prasad	Member	INED	P	P	P	P	P
          3	Mrs Aderonke Adedeji	Member	NED	P	P	P	P	P

          P − Present

       4. Strategy Committee

          The primary objective of the Strategy Committee is to assist the Board with the development and implementation of the Company's Strategic Plan and to help the Board to fulfil their responsibility for the overall corporate strategy, as well as discharging its oversight duties with respect to the risks associated with such plan.

          The Committee assist management with identifying key issues, options and external developments impacting

          implementation of the Strategic Plan to ensure alignment with the set strategic direction and meet with management periodically to monitor
          against its strategic goals. Mr. N.S.R. Chandra Prasad is the Chairman, Strategy Committee.
          
          

          Annual Report and Financial Statements For the year ended 31 December 2024

          CORPORATE GOVERNANCE REPORT - continued

          The Committee held four (4) scheduled meetings in 2024. The table below shows the attendance of the members of the Committee at meetings held during the year.

          S/N	Names of Directors	Status		8th February	4th April	8th July	11th October
          1	Mr. N.S.R. Chandra Prasad	Chairman	INED	P	P	P	P
          2	Mrs Aderonke Adedeji	Member	NED	P	P	P	P
          3	Dr Nosike Agokei	Member	NED	P	P	P	P
          4	Mr. Rajesh Kamble	Member	MD	P	P	P	P
          5	Mr Vivek Kalla	Member	ED	P	P	P	A

          P − Present

          A

          Absent with apologies
          
          
       5. Statutory Audit Committee

       The Company established a Statutory Audit Committee in compliance with the Companies and Allied Matters Act, 2020, which comprises of three representatives of Shareholders (elected annually at the AGM), and two Non−Executive Directors.

       Auditing is vital to ensuring that accounting norms for insurance businesses are effectively applied and maintained and to monitor the quality of internal control procedures; ensure compliance with all regulatory directives. The Committee shall be responsible for the review of the integrity of the data and information provided in the Audit and/or Financial Reports. The Committee provides oversight functions with regard to

       
       
       

       unctions.

       The Committee also ensures compliance with legal and other regulatory requirements, assessment of

       
       
       

       function as well as that of external auditors. The Committee reports and makes whatever recommendations to the Board as it deems appropriate on any area within its remit where action or improvement is needed. Engr. M.O.T. Tobun is the Chairman, Statutory Audit Committee.

       The Committee held six (6) meetings in 2024. The table below shows the attendance of the members of the Committee at meetings held during the year.

       S/N	Names of Members	Status	23rd January	15th May	27th May	24th July	24th October	19th November
       1	Engr Olayiwola Tobun	Chairman	P	P	P	P	P	P
       2	Mrs Anike Odusote	Shareholder Representative	P	P	P	P	P	P
       3	Mr Adebayo Shekoni	Shareholder Representative	P	P	P	P	P	P
       4	Mr. N.S.R. Chandra Prasad	INED	P	P	P	P	P	P
       5	Dr Nosike Agokei	NED	P	P	P	P	P	P

       P

       Present
       
       
11. REMUNERATION OF NON-EXECUTIVE DIRECTORS
    
    
    
    −Executive directors is guided by the provisions of the NAICOM and SEC Codes which stipulate that the remuneration for Non−
    
    
    
    
    

    and reimbursable travel and hote −Executive

    Directors as recommended by the Board Establishment Remuneration, and Governance, Committee.

12. MANAGEMENT TEAM

    The Managing Director has the overall

    −term strategy with a view to creating sustainable value for the shareholders and other stakeholders of the Company. The MD manages the day−to−day operations of the Company, with support from other members of Executive Management, and ensures
    
    
    
    
    

    The MD oversees the Management Team and is responsible for ensuring that a Management adheres to the approved business ethics and practices as well as complies with applicable laws and regulations. The Management

    . The Management team holds formal meetings as the need arises to deliberate on critical issues affecting the day−to−day running of the Company. The list of the Management Team and their portfolio is available in this Annual Report.
    
    
13. BOARD CHANGES

    During the year 2024, the following Non−Executive Directors resigned from the board: Mrs. Rekha Gopalkrishnan, resigned on 12th February 2024; Mr Agrawal Ramakant, resigned on 12th February 2024; Mrs Neerja Kapur, resigned on 30th April 2024; while Mrs Girija Subramanian was appointed a Non−Executive Director on 29th October 2024.

14. INDEPENDENT ADVICE

    The Board of Directors are at their own

    professional advice when required to enable a Member of the Board effectively perform certain responsibilities.
    
    
15. RELATIONSHIP WITH SHAREHOLDERS

    The Board and Management of the Company ensures that communication and dissemination of information regarding the operations of the Company to shareholders, stakeholders, potential investors and the general public is timely, accurate and continuous. The Company recognizes the rights of its shareholders and other stakeholders, and is driven to deliver desired value to these shareholders and stakeholders. The shareholders are provided with

    
    
    
    
    
    
    esults through the annual accounts. They are also provided with the opportunity to make enquiries, obtain information, share ideas, and express their concerns and opinions on all issues communicated to them at the Annual General Meeting of the Company.
    
    

    The Annual General Meetings are conducted in a fair and transparent manner where the regulators and other

    
    
    

    activities to its shareholders. The Board ensures the protection of the statutory and general rights of shareholders at all times, particularly their right to attend and vote at general meetings. All shareholders are treated equally, regardless of volume of shareholding or social status. The Board also has a well−defined communication pattern with the shareholders subject based on the Shareholders Engagement Policy available on the company's website.

16. INTERNAL MANAGEMENT STRUCTURE

    The Company operates an internal management structure where all officers are accountable for duties and responsibilities attached to their respective offices and there are clearly defined and acceptable lines of authority and responsibility. An annual appraisal of the duties assigned and dedicated to each person is done by the first quarter of the preceding year.

17. COMMUNICATION POLICY

    It is the responsibility of Executive Management under the direction of the Board, to ensure that the Board receives

    
    
    

    and in an appropriate manner, to enable the Board to carry out its responsibilities. Furthermore, the Board and Management of the Company ensures that communication and dissemination of information regarding the operations and management of the Company to shareholders, stakeholders and the general public is timely,

    
    
    
    −financial matters.
    
    CORPORATE GOVERNANCE REPORT - continued

    Annual Report and Financial Statements For the year ended 31 December 2024

    
    
    

    https://www.prestigeassuranceplc.com.

    
    
    

    information about the company is published and made accessible to its shareholders, stakeholders and the general public.

18. 
    
    

    The Company is aware of its responsibilities on Environmental, Social and Governance activities and is Committed to economic growth and social value creation by supporting the development of the insurance industry, supporting internal and external stakeholders as well as the society in which it operates while promoting the education of the present and next generations.

    By recycling stationeries, reducing print production companywide and digitalizing all its processes, the company ensures a more natural, healthier social environment for its people and stakeholders. The Company also has a focus on expanding its products and services while strengthening its corporate governance structures based on the recognition that the promotion of various initiatives is essential for the maintenance and development of both the economy and society.

    Other support provided by the company is referenced in under The Donations and Charitable Gifts of the company in this Annual Report.

19. RISK MANAGEMENT FRAMEWORK

    The Board of Directors have the responsibility of safeguarding, and the maintenance of a sound system of internal control and risk management, and regularly receives reports from the Risk Audit and Compliance Committee on

    
    
    
    
    
    
    
    
    

    risk management processes to support its strategy and objectives. The Board the review of risk management reports.

    In line with good corporate governance practice, the Company has established a sound framework for the management of the Company−wide Risks. The Enterprise Risk Framework was developed in accordance with the

    sk management in line with international standards and best
    
    

    practices.

    The Risk Management function primarily ensures minimization of the divergence between expectation and outcome, thus ensuring the realization of more predictable results, which can only be achieved through a robust framework, and clearly defined and transparent risk management process.

    1. Scope of Risks

       The framework is designed to integrate risk management into the company's business processes, ensuring that all staff members, from top management to frontline employees, are engaged in risk management activities, therefore, the framework applies to all departments, business units, and operations of Prestige Assurance Plc. It covers the full spectrum of risks, including strategic, operational, financial, regulatory, and reputational risks.

    2. Setting Risk Tolerance Level

       Risk tolerance defines the acceptable limits of risk within specific categories (e.g., financial, operational) that align with the overall risk appetite. These levels act as thresholds, guiding decisions and ensuring risk exposure stays within manageable limits.

    3. Approach to Enterprise Risk Management

       The Company strive to embed risk management into the organizational culture, ensuring that it is integral to decision−making processes. By maintaining a balance between risk and opportunity, we protect our assets, enhance operational efficiencies, and sustain long−term value creation for our stakeholders.

    4. Risk Management Processes

       The process involves engagement with stakeholders also known as risks owners in the various departments within the Company. The engagement takes a one−on−one discussion around the operations within the purview of the risks owners with the aim of assessing the inherent and residual exposures that could hinder the earning capacity of the company. Our risk management process ensures better management, prevention, and compliance with laws and regulations relevant to our business operations. The risk management processes are:

       
       
       
       Risk Identification
       
       

       reviews, external analysis, and stakeholder input.

       Risk Assessment: Evaluate the likelihood and potential impact of identified risks, categorizing them by severity.
       
       
       Risk Response: Develop strategies to manage risks, such as avoidance, mitigation, transfer, or acceptance, based on risk appetite.
       
       
       Risk Monitoring: Continuously track risks and the effectiveness of risk responses, ensuring emerging risks are detected and addressed.
       
       
       Risk Reporting: Communicate risk exposures, responses, and status to key stakeholders, including the Board, management, and relevant departments.
       
       
20. HUMAN RESOURCE POLICY HIGHLIGHTS

    The Company continues to review her governance frameworks, risks as well as proactively design human resource practices that will enable it thrive as dynamics of the workplace evolves. The Human Resources policies are reviewed periodically as part of the c

    in the Human Resource space and work space dynamism. In furtherance of our strategy, we will continue to embrace multiple change management approaches that guarantee a customer experience culture that provides value to our stakeholders.
    
    
    Recruitment and Selection Policy seek to attract, select, recruit and retain talents with the right skill set, expertise, experience and qualifications to meet business aspirations, whilst offering a rewarding and fulfilling career with opportunities for growth and personal development.
    
    
    Performance Management Policy establishes and maintain a performance culture, creating an enabling environment for employees to develop their abilities and achieve optimal possible potential to ensure a workplace where the staff performance review process is fair, consistently applied and shall not be perceived nor used as a punitive system. The process is designed to measure the achievement of individual and company strategic goals.
    
    
    Compensation and Benefit Policy adopts a compensation philosophy that ensures employees are equitably remunerated within competitive market salary scales to drive and reward excellent performance.
    
    
21. INSIDER TRADING AND PRICE SENSITIVE INFORMATION

    The Company is clear in its prohibition of insider trading by its Board, management, Officers and related persons who are privy to confidential price sensitive information. Such persons are further prohibited from trading in the

    such transactions would amount to insider trading. Directors, insiders and related parties are prohibited from disposing, selling, buying or transferring their shares in the Company for a period commencing from the date of receipt of such insider information until such a period when the information is released to the public or any other period as defined by the Company from time to time.
    
    
22. TRADING IN COMPANY SECURITIES

    The Company has an Insider Trading Policy, in line with the provisions of the Investment and Securities Act 2007, the Nigerian Exchange Post−Listing Rules, the Nigerian Code of Corporate Governance. The Policy prohibits

    
    
    

    shares during a Non−Authorised Trading Period or Closed Period as defined by applicable laws and regulations.

    Annual Report and Financial Statements For the year ended 31 December 2024

    CORPORATE GOVERNANCE REPORT - continued
    
    
    

    shares during the Closed Periods, in accordance with the Investment and Securities Act, 2007, the Post Listing Rules

    https://www.prestigeassuranceplc.com.

    
    
    

    The Securities Trading Policy can be

23. COMPLAINTS MANAGEMENT POLICY
    
    
    

    Companies, the company has in place an investor complaint desk at its head office to resolve complaints arising from issues covered under the Investment and Securities Act 2017 (ISA). The purpose of the Policy is to establish an effective and efficient complaints management system that is responsive, confidential, equitable and transparent.

    The highlights of the Policy are to:

    provides an avenue for customer's complaints and dispute resolutions.
    
    
    recognizes, promotes and protects the customer's right, including the right to comment and provide feedback on service;
    
    
    provide an efficient, fair and accessible framework for resolving customer complaints and and monitoring feedback to improve service delivery;
    
    
    informs customers on the customer feedback handling processes; and
    
    
    provides staff with information about the customer feedback process.
    
    

    The framework functions to enable complaints to be fairly investigated and possible conflicts of interest to be identified and mitigated. A copy of the Complaints Management https://www.prestigeassuranceplc.com

24. STATEMENT ON COMPLIANCE
    1. Code of Business Conduct and Ethics Policy

       The company has a Board approved Code of Business Conduct and Ethics which sets out broad principles and practices that guide each and every member of the Board, Management and employees in their conduct and decision making for the company. The directors, Management and employees are abreast with the Code of Business Conduct and Ethics and have declared their understanding of their fiduciary duty to shareholders and other stakeholders of the Company.

       All members of staff are expected to strive to maintain the highest standards of ethical conduct and integrity in all aspects of their professional life as contained in the Code of Professional Conduct which prescribes the common ethical standards, culture and policies of the Company relating to employee values.

    2. Anti-Bribery and Corruption Policy
       
       
       
       
       
       

       The Board of Directors adopted the Anti−Bribery and Corruption Statement below, in accordance with global best

       
       
       

       practices.

       Prestige Assurance Plc remains committed to complying with all applicable laws on anti−bribery and corruption and ensuring that all aspects of its business practices reflect this commitment, including engagements with third parties such as suppliers, customers and other stakeholders.

    3. Conflict of Interest Policy

       The Company has a Conflict−of−Interest Policy as required by the Nigerian Code of Corporate Governance 2018. The Policy requires Directors and Employees to regularly and as soon as they become aware, declare any actual or potential conflict of interest. Directors declare conflict of interest prior to their appointment, and subsequently annually, or as they arise.

    4. Whistle Blowing Policy
       
       
       
       
       
       

       The Board of Directors adopted the Whistle Blowing Policy, as the Company is committed to conducting its affairs ethically and responsibly. Accordingly, the Company has established a culture where employees feel comfortable to raise any concerns about pote

       business ethic. The whistle blowing procedure ensures anonymity on any reported incidence(s). The company has a dedicated e−mail address for whistle−blowing procedures.

    5. Data Protection Policy

       The Board of Directors adopted the Data Protection Policy, establishing systems to ensure that personal data collected from employees, clients, customers, suppliers, and other stakeholders, are processed in a manner consistent with the requirements of the Nigerian Data Protection Act (NDPA) 2023.

       In the year under review, the Company enlisted the services of an authorised Data Protection Compliance Organization (DPCO) to conduct a comprehensive data protection audit across all its business units, aligning with the requirement of the NDPA.

25. TENURE OF THE STATUTORY AUDIT COMMITTEE

    In accordance with Section 404 (3) of the Companies and Allied Matters Act 2020, the tenure of each Statutory Audit Committee member lasts from the date of election at an Annual General Meeting till the next. The membership may, however, be renewed through re−election at the next Annual General Meeting.

26. 
    
    

In accordance with the provisions of the NAICOM Corporate Governance Guidelines for Insurance and Reinsurance Companies in Nigeria, the Nigerian Code of Corporate Governance, 2018 and the Securities and Exchange Commission Corporate Governance Guidelines, the Board engaged DCSL Corporate Services Limited to carry out an evaluation of the performance of its Board of Directors to ascertain its level of compliance with the Nigerian Code of Corporate Governance for the year−ended December 31, 2024.

The Board, in its Commitment to ensure compliance with the Code, has taken steps to remedy gaps identified with the application of the Code. The Board will continue to improve its effectiveness to ensure that it becomes a leading practice reference in Corporate Governance for others to emulate.

Company Secretary FRC/2021/PRO/ICSAN/002/00000023803

Annual Report and Financial Statements For the year ended 31 December 2024

REPORT OF THE AUDIT COMMITTEE

In accordance with the Companies and Allied Matters Act, 2020, we have reviewed the audited financial statements of the Company for the year ended 31 December 2024 and report as follows:

The accounting and reporting policies of the Company are consistent within legal requirements and agreed ethical practices, and also in accordance with International Financial Reporting Standards.

The scope and planning of the external audit were adequate.

The Company maintained effective systems of accounting and internal control during the year.

Having reviewed the External Auditor's findings and recommendations on management matters, we are satisfied with management responses thereon.

Dated this 23 May 2025

Engr. Olayiwola Tobun

Chairman

Engr. Olayiwola Tobun − Shareholder/Chairman − FRC/2013/PRO/AUDITCOM/002/00000003231 Dr. Dr. Nosike Agokei − Non−Executive Director − FRC/2014/PRO/ICAN/002/00000008525

Mr. N.S.R. Chandra Prasad − Independent Non−Executive Director

Mrs. Anike Odusote − Shareholder −FRC/2021/PRO/AUDITCOM/002/00000024308

Mr. Adebayo N. Shekoni − Shareholder −FRC/2024/PRO/AUDITCOM/002/019458