FINANCIAL REPORTING COUNCIL OF NIGERIA (Federal Ministry of Industry, Trade & Investment) FRC/CG/001: TEMPLATE FOR REPORTING COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018 Section A: Introduction
Corporate Governance is a key driver of corporate accountability and business prosperity. The Nigerian Code of Corporate Governance, 2018 (NCCG 2018) seeks to institutionalize corporate governance best practices in Nigerian companies. It is also aimed at increasing entities' levels of transparency, trust and integrity, and create an environment for sustainable business operations.
The Code adopts a principle-based approach in specifying minimum standards of practice that companies should adopt. Where so required, companies are required to adopt the "Apply and Explain" approach in reporting on compliance with the Code. The 'Apply and Explain' approach assumes application of all principles and requires entities to explain how the principles are applied. This requires companies to demonstrate how the specific activities they have undertaken best achieve the outcomes intended by the corporate governance principles specified in the Code.
This will help to prevent a 'box ticking' exercise as companies deliberately consider how they have (or have not) achieved the intended outcomes. Although, the Code recommends practices to enable companies apply the principles, it recognises that these practices can be tailored to meet industry or company needs. The Code is thus scalable to suit the type, size and growth phase of each company while still achieving the outcomes envisaged by the principles.
This form seeks to assess the company's level of compliance with the principles in the NCCG 2018. Entities should explain how these principles have been applied, specify areas of deviation from the principles and give reasons for these deviations and any alternative practice(s) adopted.
Please read the instructions below carefully before completing this form:Every line item and indicator must be completed.
Respond to each question with "Yes" where you have applied the principle, and "No" where you are yet to apply the principle.
An explanation on how you are applying the principle, or otherwise should be included as part of your response.
Not Applicable (N/A) is not a valid response.
S/No. | Items | Details |
i. | Company Name | RED STAR EXPRESS PLC |
ii. | Date of Incorporation | 10th July 1992 |
iii. | RC Number | 200303 |
iv. | License Number | FRC/2012/0000000000253 |
v. | Company Physical Address | 70 International Airport Road, Lagos |
vi. | Company Website Address | https://www.redstarplc.com |
vii. | Financial Year End | 31st March |
viii. | Is the Company a part of a Group/Holding Company? Yes/No If yes, please state the name of the Group/Holding Company | The Company is the Parent Company with three subsidiaries as at March 2025 |
ix. | Name and Address of Company Secretary | FRANCES NDIDI AKPOMUKA, 70 International Airport Road, Lagos |
x. | Name and Address of External Auditor(s) | KPMG PROFESSIONAL SERVICES KPMG Tower, Bishop Aboyade Cole Street, Victoria Island, Lagos |
xi. | Name and Address of Registrar(s) | APEL CAPITAL REGISTRARS LTD 8 Alhaji Bashorun Street, off Norman Williams Crescent, South-West, Ikoyi |
xii. | Investor Relations Contact Person (E-mail and Phone No.) | FRANCES AKPOMUKA, investorrelations@redstarplc.com, 07031763726 |
xiii. | Name of the Governance Evaluation Consultant | - |
xiv. | Name of the Board Evaluation Consultant | Team Nominees Limited Plot 9B Olatunji Moore Street, Off T.F. Kuboye Road, Lekki Phase 1, Lagos. P. O. Box 54801, Falomo, Ikoyi Lagos. Tel: 0812 604 3862 |
S/No. | Names of Board Members | Designation (Chairman, MD, INED, NED, ED) | Gender | Date First Appointed/ Elected | Remark |
1. | Suleiman Barau | Chairman | M | June 26, 2018 | |
2. | Auwalu Babura | MD/CEO | M | 1st April, 2022 | |
3. | ChiomaSideso | INED | F | June 26, 2018 |
4. | Chukwuemeka Ndu | NED | M | June 28, 2021 | |
5. | Charles Ejekam | ED | M | April 1, 2022 | |
6. | Sulaiman Koguna | NED | M | June 26, 2014 |
S/No. | Names of Board Members | No. of Board Meetings Held in the Reporting Year | No. of Board Meetings Attended in the Reporting Year | Membership of Board Committees | Designation (Member or Chairman) | Number of Committee Meetings Held in the Reporting Year | Number of Committee Meetings Attended in the Reporting Year |
1 | Suleiman Barau | 4 | 4 | Strategy & Business Development | Not a member | 3 | - |
Risk Management | Not a member | 1 | - | ||||
Audit | Not a member | 5 | - | ||||
Governance, Nomination & Remuneration | Not a member | 3 | - | ||||
2 | Auwalu Babura | 4 | 4 | Strategy & Business Development | Not a member | 3 | 3 |
Risk Management | Not a member | 1 | 1 | ||||
Audit | Not a member | 5 | - | ||||
Governance, Nomination & Remuneration | Not a member | 3 | - | ||||
3 | Chioma Sideso | 4 | 4 | Strategy & Business Development | Member | 3 | 3 |
Risk | Member | 1 | 1 |
S/No. | Names of Board Members | No. of Board Meetings Held in the Reporting Year | No. of Board Meetings Attended in the Reporting Year | Membership of Board Committees | Designation (Member or Chairman) | Number of Committee Meetings Held in the Reporting Year | Number of Committee Meetings Attended in the Reporting Year |
Management | |||||||
Audit | Not a member | 5 | - | ||||
Governance, Nomination & Remuneration | Not a member | 3 | - | ||||
4 | Chukwuemeka Ndu | 4 | 4 | Strategy & Business Development | Member | 3 | 3 |
Risk Management | Member | 1 | 1 | ||||
Audit | Member | 5 | 5 | ||||
Governance, Nomination & Remuneration | Not a member | 3 | - | ||||
5 | Charles Ejekam | 4 | 4 | Strategy & Business Development | Not a member | 3 | 3 |
Risk Management | Not a member | 1 | 1 | ||||
Audit | Not a member | 5 | - | ||||
Governance, Nomination & Remuneration | Not a member | 3 | - | ||||
6 | Suleiman Koguna | 4 | 4 | Strategy & Business Development | Member | 3 | 3 |
Risk Management | Not a member | 1 | - |
S/No. | Names of Board Members | No. of Board Meetings Held in the Reporting Year | No. of Board Meetings Attended in the Reporting Year | Membership of Board Committees | Designation (Member or Chairman) | Number of Committee Meetings Held in the Reporting Year | Number of Committee Meetings Attended in the Reporting Year |
Audit | Member | 5 | 5 | ||||
Governance, Nomination & Remuneration | Member | 3 | 3 | ||||
7 | Peter Aletor | 4 | 4 | Strategy & Business Development | Member | 3 | 3 |
Risk Management | Member | 1 | 1 | ||||
Audit | Not a member | 5 | - | ||||
Governance, Nomination & Remuneration | Member | 3 | 3 |
S/No. | Names | Position Held | Gender |
1. | Auwalu Babura | Group M.D/CEO | M |
2. | Charles Ejekam | Executive Director Sales & Marketing | M |
3. | Tonye Preghafi | Chief Innovation Officer | M |
4. | Inemesit James-Okoro | General Manager, Corporate Resources | F |
5. | Mudiaga Okumagba | Chief Operating Officer, Red Star Freight Limited | M |
6. | Abdulkadri Koguna | General Manager, Admin | M |
7. | Olukayode Agbe | Chief Operating Officer, Red Star Logistics Limited | M |
8. | Nosa Eruse | Chief Operating Officer, Red Star Support Services Logistics Limited | M |
9. | Vivienne Emeni | Chief Operating Officer, Red Star Allied | F |
10. | Frances Akpomuka | Company Secretary/Legal Adviser & Head, Group Operations | F |
11. | Ejide Owoeye | Head of Sales, Red Star Express Plc | F |
12. | Valentine Oyibo | Chief Finance Officer | M |
Principles | Reporting Questions | Explanation on application or deviation |
Part A - Board of Directors and Officers of the Board | ||
Principle 1: Role of the | 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, last reviewed 2025. |
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" | ||
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? | Please find attached the Profile of all Directors, marked Schedule 1. |
ii) Does the company have a Board-approved diversity policy? Yes/No If yes, to what extent have the diversity targets been achieved? | No. | |
iii)Are there directors holding concurrent directorships? Yes/No If yes, state names of the directors and the companies? | Yes Suleiman Barau - Family Homes Funds Limited Sulaiman Koguna - Apel Asset Management Company Limited, TurnQuest Business Solutions Limited, E-Training Institute Limited, Koguna Babura | |
Insurance Brokers Limited, E-Insurance Solutions | ||
Centre Limited | ||
Chioma Sideso- Unitrust Insurance Company Limited, TAD Mining Limited Peter Aletor - Apel Asset Ltd, Veritas Glanvills Pensions | ||
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 | |
Principle 3: Chairman | i) Is the Chairman a member or chair of any of the Board Committees? Yes/no If yes, list them. | No |
"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" | ||
ii) At which Committee meeting(s) was the Chairman in attendance during the period under review ? | None | |
iii) Is the Chairman an INED or a NED? | NED | |
iv) Is the Chairman a former MD/CEO or ED of the Company? Yes/No If yes, when did his/her tenure as MD end? | No | |
v) When was he/she appointed as Chairman? | October 2018 | |
vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No If yes, specify which document | Yes, the Board Charter& Memorandum & Articles of Association | |
Principle 4: Managing Director/ Chief Executive Officer | 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, MD/CEO has a contract of employment which sets out his authority and relationship with the Board |
"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" | ||
ii) Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | Yes, as they occur. However none occurred in year under review | |
iii) Which of the Board Committee meetings did the MD/CEO attend during the period under review? | Strategy and Business Development Committee, Risk Management Committee (Governance, |
Nomination & Remuneration Committee on invitation) | ||
iv) Is the MD/CEO serving as NED in any other company? Yes/no. If yes, please state the company(ies)? | No | |
v) Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No | N/A | |
Principle 5: Executive Directors | i) Do the EDs have contracts of employment? Yes/no | Yes |
Executive Directors support the Managing Director/Chief | ii) If yes, do the contracts of employment set out the roles and responsibilities of the EDs? Yes/No If no, in which document are the roles and responsibilities specified? | Yes |
Executive Officer in the operations and management of the Company | ||
iii) Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | Yes, as they occur. However none occurred in year under review | |
iv) Are there EDs serving as NEDs in any other company? Yes/No If yes, please list | NO | |
v) Are their memberships in these companies in line with Board-approved policy? Yes/No | Not applicable | |
Principle 6: Non-Executive Directors | i) Are the roles and responsibilities of the NEDs clearly defined and documented? Yes/No If yes, where are these documented? | Yes. The roles and responsibilities of NEDs are clearly defined in the Board Charter |
Non-Executive Directors bring to bear their knowledge, expertise and independent judgment on issues of strategy and performance on the Board | ||
ii) Do the NEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No | Yes | |
iii) Do the NEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | Yes, as they occur before any Board meeting at which such is to be discussed. They do not take part in discussions on such matters. | |
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, before every Board Meeting | |
v) What is the process of ensuring completeness and adequacy of the information provided? | All information is reviewed by the MD and Executive Directors to ensure they address relevant questions raised or information requested |
vi) Do NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor? Yes/No | Yes | |
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 |
ii) Are there any exceptions? | NO | |
iii) What is the process of selecting INEDs? | Same as selecting the NEDs, i.e. in compliance with the Policy on Appointment of Directors. Calls for CVs are made, candidates are screened/interviewed by the Governance Committee & recommended to the Board. Approval is sought from the shareholders | |
iv) Do the INEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No | Yes | |
v) Do the INEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | Yes. However none occurred in year under review | |
vi) Does the Board ascertain and confirm the independence of the INEDs? Yes/No If yes, how often? What is the process? | Yes. All Directors are requested to declare any interests they may have in the Company by the Chairman before commencement of all Board meetings | |
vii) Is the INED a Shareholder of the Company? Yes/No If yes, what is the percentage shareholding? | No | |
viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding? Yes/No If yes, provide details. | No | |
ix) What are the components of INEDs remuneration? | Fees | |
Principle 8: Company Secretary "The Company Secretary support the effectiveness of the Board by assisting the Board and management to develop good corporate governance | i) Is the Company Secretary in-house or outsourced? | In-House |
ii) What is the qualification and experience of the Company Secretary? | LL.B, BL, LL.M, Chartered Secretary, over 20 years Post Call | |
iii) Where the Company Secretary is an employee of the Company, is the person a member of senior management? | Yes |
practices and culture within the Company" | iv) Who does the Company Secretary report to? | The Board and Group Managing Director |
v) What is the appointment and removal process of the Company Secretary? | As specified in CAMA | |
vi) Who undertakes and approves the performance appraisal of the Company Secretary? | Board Governance Committee | |
Principle 9: Access to Independent Advice "Directors are sometimes required to make decisions of a technical and complex nature that may require independent external expertise" | i) Does the company have a Board-approved policy that allows directors access to independent professional advice in the discharge of their duties? Yes/No If yes, where is it documented? | Yes. Documented in the Board Charter |
ii) Who bears the cost for the independent professional advice? | The Company | |
iii)During the period under review, did the Directors obtain any independent professional advice? Yes/No If yes, provide details. | Yes. Review of the company structure to reabsorb a subsidiary (Red Star Logistics Limited) as a Division in the parent company. | |
Principle 10: Meetings of the Board "Meetings are the principal vehicle for conducting the business of the Board and successfully fulfilling the strategic objectives of the Company" | i) What is the process for reviewing and approving minutes of Board meetings? | Minutes are reviewed, amended & adopted at the next meeting, adopted and signed off by the Chairman |
ii) What are the timelines for sending the minutes to Directors? | 7 days before the meeting | |
iii)What are the implications for Directors who do not meet the Company policy on meeting attendance? | It affects their re-election | |
Principle 11: Board Committees "To ensure efficiency and effectiveness, the Board delegates some of its functions, duties and responsibilities to well-structured committees, without abdicating its responsibilities" | i) Do the Board Committees have Board-approved Charters which set out their responsibilities and terms of reference? Yes/No | Yes |
ii) What is the process for reviewing and approving minutes of Board Committee of meetings? | Minutes are reviewed, amended & adopted at the next meeting, adopted and signed off by the Chairman | |
iii)What are the timelines for sending the minutes to the directors? | At least 5 days before the meeting | |
iv) Who acts as Secretary to board committees? | Company Secretary or any member of the Secretariat | |
|
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d. Risk Management Committee | ||
vi) What is the process of appointing the chair of each committee ? | The Board appoints the Chairman of each committee except Audit Committee where members determine the Chairman | |
Committee responsible for Nomination and Governance | ||
vii) What is the proportion of INEDs to NEDs on the Committee responsible for Nomination and Governance? | 1 INED : 2 NED | |
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, reviewed every four years or as need arise | |
x) How often are Board and Committee charters as well as other governance policies reviewed? | Once every four years | |
xi) How does the committee report on its activities to the Board? | All committees make a report to the Board at Board meeting of activities since the previous Board meeting | |
Committee responsible for Remuneration | ||
xii) What is the proportion of INEDs to NEDs on the Committee responsible for Remuneration? | 1 INED : 2 NED | |
xiii) Is the chairman of the Committee a NED or INED ? | NED | |
Committee responsible for Audit | ||
xiv) Does the Company have a Board Audit Committee separate from the Statutory Audit Committee? Yes/No | No | |
xv) Are members of the Committee responsible for Audit financially literate? Yes/No | Yes. | |
xvi) What are their qualifications and experience? | Folorunso Olajide - ACA Bukola Adetunji - B. Ed Ganiyu Amoo - Sulaiman Koguna - B.Sc. Econ, PGD Finance & Management Chukwuemeka Ndu - FCA | |
xvii) Name the financial expert(s) on the Committee responsible for Audit | Chukwumeka Ndu- FCA Folorunso Olajide - ACA | |
xviii) How often does the Committee responsible for Audit | At least once every Quarter | |
review the internal auditor's reports? | ||
xix) Does the Company have a Board approved internal control framework in place? Yes/No | Yes | |
xx) How does the Board monitor compliance with the internal control framework? | Through the Internal Audit unit which reports to the Audit Committee at every Committee meeting | |
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 ML & KAMs are monitored until closed out | |
xxii)Is there a Board-approved policy that clearly specifies the non-audit services that the external auditor shall not provide? Yes/No | No. However the external auditors only provide audit functions to the company | |
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? | None in the year under review | |
Committee responsible for Risk Management | ||
xxiv) Is the Chairman of the Risk Committee a NED or an INED? | NED | |
xxv) Is there a Board approved Risk Management framework? Yes/No? If yes, when was it approved? | Yes, 2025 | |
xxvi) How often does the Committee review the adequacy and effectiveness of the Risk Management Controls in place? Date of last review | At least twice a year. February 2025 | |
xxvii) Does the Company have a Board-approved IT Data Governance Framework? Yes/No If yes, how often is it reviewed? | No, Currently WIP | |
xxviii) How often does the Committee receive and review compliance report on the IT Data Governance Framework? | Currently WIP. | |
xxix) Is the Chief Risk Officer (CRO) a member of Senior Management and does he have relevant experience for this role? Yes/No | Yes | |
xxx) How many meetings of the Committee did the CRO attend during the period under review? | once | |
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 |
ii) What criteria are considered for their appointment? | Academic qualification, Knowledge, skill, experience, character etc. | |
iii)What is the Board process for ascertaining that prospective directors are fit and proper persons? | Interview with prospective directors by the Governance committee and referrals/recommendations from organizations were they have worked. | |
| Yes | |
v) Please state the tenure | Chairman - 4 years, subject to maximum of 3 terms MD/CEO - 3 years, subject to 8 years maximum INED - 4 years, subject to maximum of 3 terms NED -4 years, subject to maximum of 3 terms ED - 4 years subject to maximum of 2 terms | |
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 |
ii) During the period under review, were new Directors appointed? Yes/No If yes, provide date of induction. | No | |
iii)Are Directors provided relevant training to enable them effectively discharge their duties? Yes/No If yes, provide training details. | INSEAD - Leading Growth through Innovation and Technology Program (Dubai November 2024) | |
iv) How do you assess the training needs of Directors? | New trends, responsibilities, up skilling to fill |
identified gaps, etc | ||
v) Is there a Board-approved training plan? Yes/No | Yes | |
vi) Has it been budgeted for? Yes/No | Yes | |
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 |
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. | External, May 2025 | |
iv) Has the Board Evaluation report been presented to the full Board? Yes/No If yes, indicate date of presentation. | Yes. June, 2025 | |
v) Did the Chairman discuss the evaluation report with the individual directors? Yes/No | Yes | |
vi) Is the result of the evaluation for each Director considered in the re-election process? Yes/No | Yes | |
Principle 15: Corporate Governance Evaluation "Institutionalizing a system for evaluating the Company's corporate governance practices ensures that its governance standards, practices and processes are adequate and effective" | i) For the period under review, has the Company conducted a corporate governance evaluation? Yes/No If yes, provide date of the evaluation. | Yes. May 2025 |
ii) Is the result of the Corporate Governance Evaluation presented and considered by the Board? Yes/No | Yes | |
iii)If yes, please indicate the date of last presentation. | 2022 | |
iv) Is the summary of the Corporate Governance Evaluation included in the annual reports and Investors portal? Yes/No | Yes | |
Principle 16: Remuneration Governance "The Board ensures that the Company remunerates fairly, responsibly and transparently so as to promote the | i) Is there a Board-approved Directors' remuneration policy? Yes/No If yes, how often is it reviewed? | Yes. Every 4 years |
ii) Provide details of directors' fees, allowances and all other benefits paid to them during the period under review | N8 million |
achievement of strategic objectives and positive outcomes in the short, medium and long term" | iii)Is the remuneration of NEDS presented to shareholders for approval? Yes/No If yes, when was it approved? | Yes |
iv) What portion of the NEDs remuneration is linked to company performance? | None | |
v) Is there a Board-approved remuneration policy for Executive and Senior management? Yes/No If yes, to what extent is remuneration linked to company performance? | Yes Executive, Senior Management and all staff get 10% PBT as Productivity Incentive subject to set KPIs by the Board | |
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 | |
ix) Which of the following receive sitting allowance and/or fees: a.MD/CEO b.ED c. Company Secretary d.Other Senior management staff | None | |
x) Is there a Board-approved clawback policy for Executive management? Yes/No If yes, attach the policy. | Clawback provisions are contained in the Contracts of Executive Management. | |
Principle 17: Risk Management "A sound framework for managing risk and ensuring an effective internal control system is essential for achieving the strategic objectives of the Company" | i) Has the Board defined the company's risk appetite and limit? Yes/No | Yes |
ii) How often does the company conduct a risk assessment? | Quarterly | |
iii)How often does the board receive and review risk management reports? | The Risk Management Committee reports to the Board at least twice a year. The Risk Management Committee also has access to the Risk Management Portal | |
Principle 18: Internal Audit "An effective internal audit function provides assurance to the Board | 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 |
on the effectiveness of the governance, risk management and internal control systems" | ii) Does the company have a Board-approved internal audit charter? Yes/No | Yes |
iii)Is the head of internal audit a member of senior management? Yes/No | Yes | |
iv) What is the qualification and experience of the head of internal audit? | FCA | |
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 | |
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? | Audit Committee on recommendation of GMD. | |
Principle 19: Whistleblowing "An effective whistleblowing 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, June 2025 |
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 | |
| Yes. But none was reported in the year under review | |
i) Who makes the recommendations for the appointment, re- | Audit Committee |
Principle 20: External Audit "An external auditor is appointed to provide an independent opinion on the true and fair view of the financial statements of the Company to give assurance to stakeholders on the reliability of the financial statements" | appointment or removal of external auditors? | |
ii) Who approves the appointment, re-appointment, and removal of External Auditors? | Shareholders at the AGM | |
iii)When was the first date of appointment of the External auditors? | 2022 | |
iv) How often are the audit partners rotated? | Every 7 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? | 30 days |
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 | |
Principle 22: Shareholder Engagement "The establishment of a system of regular dialogue with shareholders balance their needs, interests and expectations with the objectives of the Company" |
| Yes
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ii) How does the Board engage with Institutional Investors and how often? | N/A | |
Principle 23: Protection of Shareholder Rights "Equitable treatment of shareholders and the protection of their statutory and general | i) Does the Board ensure that adequate and timely information is provided to the shareholders on the Company's activities? Yes/No | Yes |
rights, particularly the interest of minority shareholders, promote good governance" | ||
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" |
| Yes
|
ii) When was the date of last review of the policy? | June 2025 | |
iii) Has the Board incorporated a process for identifying, monitoring and reporting adherence to the COBE? Yes/No | Yes | |
iv) What sanctions were imposed for the period under review for noncompliance with the COBE? | None | |
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" |
| Yes
|
| WIP |
4. Third parties (Specify) | ||
iii) How does the Board ensure adequate disclosure of Related Party Transactions by the responsible parties? | Directors are enjoined to disclose any conflict of interest/related at every Board meeting. | |
| Yes June 2025 By Directors' declaration Yes it is applicable to Senior Management and Employees | |
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? | WIP |
ii) How does the Board monitor compliance with the policy? | Though Policy is not yet in place, however, Board is committed to sustainability principles and via the Sustainability Report contained in the Annual Report | |
iii) How does the Board report compliance with the policy? | As contained in the Audited Accounts | |
iv) Is there a Board-approved policy on diversity in the workplace? Yes/No If yes, when was it last reviewed? | No. But Board is committed to diversity as stated in the Board Charter | |
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. investorrelations@redstarplc.com | |
Principle 28: Disclosures "Full and comprehensive | i) Does the company's annual report include a summary of the corporate governance report? Yes/No | Yes |
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