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 | ROYAL EXCHANGE PLC |
ii. | Date of Incorporation | DECEMBER 29, 1969 |
iii. | RC Number | 6752 |
iv. | License Number | RC 6752 |
v. | Company Physical Address | 3B SAMUEL MANUWA STREET, VICTORIA ISLAND, LAGOS |
vi. | Company Website Address | https://www.royalexchangeplc.com. |
vii. | Financial Year End | DECEMBER 31 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 | THE COMPANY IS A HOLDING COMPANY |
ix. | Name and Address of Company Secretary | OOT NOMINEES LIMITED PLOT 45, OYIBO ADJARHO STREET OFF ADMIRALTY WAY LEKKI PENINSULA PHASE 1 LAGOS, NIGERIA. |
x. | Name and Address of External Auditor(s) | KRESTON PEDAPBO 27 ALHAJI BASHORUN ST, IKOYI, LAGOS |
xi. | Name and Address of Registrar(s) | CARDINALSTONE REGSTRARS 358 HERBERT MACAULAY STREET, YABA, LAGOS |
xii. | Investor Relations Contact Person (E-mail and Phone No.) | THERE IS NO DESIGNATED OFFICER FOR THIS |
xiii. | Name of the Governance Evaluation Consultant | THE BOARD WAS NOT EVALUATED DURING THE PERIOD |
xiv. | Name of the Board Evaluation Consultant | THE BOARD WAS NOT EVALUATED DURING THE PERIOD |
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Board Details:
S/No.
Names of Board Members
Designation (Chairman, MD, INED, NED,
ED)
Gender
Date First Appointed/ Elected
Remark
1.
MR. KENNY ODOGWU
CHAIRMAN
MALE
SEPTEMBER 1, 1997
RESIGNED ON JANUARY 22, 2026
2.
CHIEF ANTHONY
IKEMEFUNA IDIGBE
NED
MALE
AUGUST 20, 2002
3.
ALHAJI AHMED RUFA'I
MOHAMMED
NED
MALE
MAY 16, 2007
RESIGNED ON 31 JULY
2025
4.
MR. ADEYINKA OJORA
NED
MALE
JUNE 6, 2011
RESIGNED ON OCTOBER 10 2025
5.
MR. HEWETT BENSON
MD/CEO
MALE
JULY , 2020
RESIGNED ON AUGUST 15, 2025
6.
MRS. IDU OKEAHIALAM
MD/CEO
FEMALE
JULY 31, 2025
7.
MR. IKEME OSAKWE
NED
MALE
OCTOBER 9, 2025
8.
MR. AFOLABI CAXTON MARTINS
NED
MALE
OCTOBER 9, 2025
9.
SENATOR MOHAMMED DAGGASH
NED
MALE
OCTOBER 9, 2025
10.
MR. EZEKIEL ONILUDE
NED
MALE
OCTOBER 9, 2025
11.
MS. PAMELA YOUGH
NED
MALE
OCTOBER 9, 2025
-
Attendance at Board and Committee Meetings:
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.
MR. KENNY EZEWANI
ODOGWU * Resigned on January 22, 2026
7
7
NIL
CHAIRMAN
NIL
NIL
MR. IKEME OSAKWE *
appointed on January 22, 2026
7
1
NIL
CHAIRMAN
NIL
NIL
2.
CHIEF ANTHONY IKEMEFUNA IDIGBE
7
7
AUDIT & COMPLIANCE
MEMBER
4
4
FINANCE, INVESTMENT, RISK & GENERAL PURPOSES
CHAIRMAN
4
4
3.
ALHAJI AHMED RUFAI MOHAMMED * RESIGNED ON 31 JULY 2025
7
3
BOARD
GOVERNANCE
MEMBER
4
2
STRATEGY
CHAIRMAN
2
2
4
MR. ADEYINA OJORA*
Resigned on October 10 2025
7
7
AUDIT &
COMPLIANCE
MEMBER
4
4
FINANCE, INVESTMENT, RISK & GENERAL PURPOSES
MEMBER
4
4
GOVERNANCE
& REMUNERATION
CHAIRMAN
4
2
STRATEGY
MEMBER
2
2
5
MR. HEWETT BENSON
* RESIGNED ON AUGUST 2025
7
2
FINANCE, INVESTMENT, RISK & GENERAL PURPOSES
MEMBER
4
2
GOVERNANCE
& REMUNERATION
MEMBER
4
2
STRATEGY
MEMBER
2
2
6
MRS IDU OKEAHIALAM
7
4
STRATEGY
MEMBER
2
2
7
MR. EZEKILE ONILUDE
7
2
AUDIT
MEMBER
4
2
FINANCE, INVESTMENT,
MEMBER
4
2
Section D - Details of Senior Management of the CompanyS/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
RISK & GENERAL PURPOSES
8
MS. PAMELA YOUGH
7
2
FINANCE, INVESTMENT, RISK & GENERAL PURPOSES
MEMBER
4
1
STRATEGY
MEMBER
2
1
GOVERNANCE
& REMUNERATION
MEMBER
4
1
9
SENATOR MOHAMMED DAGGASH
7
2
FINANCE, INVESTMENT, RISK & GENERAL PURPOSES
MEMBER
4
1
GOVERNANCE
& REMUNERATION
CHAIRMAN
4
1
AUDIT
MEMBER
4
1
10
MR. AFOLABI CAXTON-MARTINS
7
2
STRATEGY
CHAIRMAN
2
1
GOVERNANCE
& REMUNERATION
MEMBER
4
1
- Senior Management:
S/No. | Names | Position Held | Gender |
1. | IDU OKEAHIALAM | MD/CEO | F |
2. | IDOWU OLUSANYA | CHIEF FINANCIAL OFFICER | M |
3. | DAMILOLA OYEWOLE | LEGAL AND COMPLIANCE OFFICER | F |
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, ROYAL EXCHANGE PLC HAS IN PLACE A BOARD CHARTER. IT WAS REVIEWED IN THE YEAR 2024. |
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 CURRENT DIRECTORS ON THE BOARD ARE: Mr Ikeme (Ike) Osakwe - BSC, MSC (CHEMISTRY) Experience: In 1980, Mr. Osakwe established GRID Consulting Ltd - a financial management advisory service and for over 40 years Mr. Osakwe has successfully executed extensive and impactful assignments in Nigeria and across the sub-region, for governments at all levels, and particularly with international development partners. This included a substantial number of complex advisory and investigative assignments for the Nigerian government in NITEL, NNPC, PPMC, NICON Insurance, Nigerian Reinsurance, and TCPC. On retirement his business was acquired by a global Corporation headquartered in the USA; and he transited to sit on the Board of this Corporation as the only non-American director. Other experience include;
|
Principles | Reporting Questions | Explanation on application or deviation |
CHIEF ANTHONY IDIGBE - LLB, B. L, MBA, LLM, M.CIARB Experience: Chief Idigbe has over 20 years' directors experience in various industries from private to public companies as well as non-profit. His corporate director experience in public listed companies span insurance, finance, micro-finance banking, hospitality and oil and gas. He is financially literate with an MBA in Management and active in the capital market as a top capital market solicitor in Nigeria. Some of his directors and capital market work experience includes;
|
Principles | Reporting Questions | Explanation on application or deviation |
MS. PAMELA MIMI YOUGH - BSC (MARKETING), MBA Experience: Ms. Yough is a Banker, Financial Consultant and Investment Advisor with over 35 years of experience in the Financial Sector. Her experience covers Corporate and Investment Banking, Treasury, Investor Relations and Private Banking. Some of her director and banking experience include;
MRS. IDU OKEAHIALAM - B.A (PHILOSOPHY), MBA ADMINISTRATION |
Principles | Reporting Questions | Explanation on application or deviation |
Experience:
HEWETT BENSON- BSC (AERONAUTICS), MSC (AERONAUTICS AND ASTRONAUTICS), CERTIFICATE |
Principles | Reporting Questions | Explanation on application or deviation |
OF POST GRADUATE EDUCATION (CPGEE) IN ENGINEERING Experience:
Non-Executive Director, Afribank Plc,Standard Trust Ltd, IMB Plc, Nigeria German Chemicals and FSDH Discount House | ||
ii) Does the company have a Board-approved diversity policy? Yes/No If yes, to what extent have the diversity targets been achieved? | YES THE DIVERSIFICATION OF THE BOARD IS EVIDENT IN THE STRUCTURE OF THE BOARD MADE UP WITH PERSONS WITH DIVERSE WORK EXPERIENCE AND CULTURAL BACKGROUND. | |
iii) Are there directors holding concurrent directorships? Yes/No If yes, state names of the directors and the companies? | YES
|
Principles | Reporting Questions | Explanation on application or deviation |
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 DOES NOT CHAIR ANY COMMITTEES | |
Principle 3: Chairman "The Chairman is responsible for providing overall leadership of the Company and the Board, and eliciting the constructive participation of all Directors to facilitate effective direction of the Board" | i) Is the Chairman a member or chair of any of the Board Committees? Yes/no If yes, list them. | NO |
ii) At which Committee meeting(s) was the Chairman in attendance during the period under review ? | NONE. THE CHAIRMAN WAS NEVER IN AN ATTENDANCE IN ANY BOARD COMMITTEES' MEETING | |
iii) Is the Chairman an INED or a NED? | THE CHAIRMAN IS A NON- EXECUTIVE DIRECTOR (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, THE CHAIRMAN WAS NEVER THE MD/CEO OR ED OF THE COMPANY. | |
v) When was he/she appointed as Chairman? | FOLLOWING THE RESIGNATION OF THE FORMER CHAIRMAN, MR KENNY ODOGWU ON JANUARY 22, 2026, A NEW CHAIRMAN WAS APPOINTED ON THE SAME DATE | |
vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No If yes, specify which document | YES. THE ROLE OF THE CHAIRMAN IS SPECIFIED IN THE BOARD CHARTER, HIS APPONTMENT LETTER AND THE CORPORATE GOVERNANCE POLICY. | |
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/CEO HAS A CONTRACT OF EMPLOYMENT WHICH CLEARLY SETS OUT HER AUTHORITY AND RELATIONSHIP WITH THE BOARD. IN ADDITION, THERE IS A DELEGATION OF AUTHORITY SCHEDULE |
ii) Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | YES. ,AT EVERY QUARTER, THE MD/CEO DECLARES ANY CONFLICT OF INTEREST VIA THE DECLARATION OF INTEREST FORM | |
iii) Which of the Board Committee meetings did the MD/CEO attend during the period under review? | STATUTORY AUDIT & COMPLIANCE COMMITTEE MEETING (as an invitee only), GOVERNANCE NOMINATIONS AND ESTABLISHMENT COMMITTEE (as an invitee only) & FINANCE INVESTMENT, RISK & GENERAL-PURPOSE COMMITTEE MEETINGS (as an invitee) AND THE STRATEGY COMMITTEE MEETING (as a member) | |
iv) Is the MD/CEO serving as NED in any other company? Yes/no. If yes, please state the company(ies)? | NO, THE MD DOES NOT SERVE AS NED IN OTHER COMPANIES. | |
v) Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No | , THE MD DOES NOT SERVE AS NED IN OTHER COMPANIES. | |
Principle 5: Executive Directors Executive Directors support the Managing Director/Chief Executive Officer in the operations and management of the Company | i) Do the EDs have contracts of employment? Yes/no | THE MD IS THE ONLY ED ON THE BOARD, AND SHE HAS A CONTRACTO OF EMPLOYMENT |
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. THE MD'S ROLE AS AN ED IS SET OUT IN HER LETTER OF APPOINTMENT FROM TCN | |
iii) Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | YES. THE ED DISCLOSES CONFLICT OF INTEREST ANNUALLY |
Principles | Reporting Questions | Explanation on application or deviation |
iv) Are there EDs serving as NEDs in any other company? Yes/No If yes, please list | NO. THE MD IS THE ONLY ED ON THE BOARD AND DOES NOT SERVE AS ED ON ANY OTHER BOARD | |
v) Are their memberships in these companies in line with Board-approved policy? Yes/No | SAME COMMENT AS ABOPVE | |
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 OF THE NEDs ARE DIINEATED IN THE BOARD CHARTER AND THEIR LETTERS OF APPOINTMENT |
ii) Do the NEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No | YES, ALL NEDs HAVE LETTERS OF APPOINTMENT WHICH CLEARLY STATES THE TERMS OF THE APPOINTMENT | |
iii) Do the NEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | YES, VIA THE COMPANY'S DECLARATION FORMS AND THEY DECLARE CONFLICTS OF INTEREST QUARTERLY | |
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. ON A QUARTERLY BASIS AND AS IT MAY ARISE | |
v) What is the process of ensuring completeness and adequacy of the information provided? | THE DRAFT BOARD AND COMMITTEE AGENDA ARE REVIEWED BEFORE FINALIZATION AND APPROVAL BY THE RESPECTIVE CHAIRMEN. DIRECTORS / MEMBERS ALSO HAVE AN OPPORTUNITY TO INPUT ON AGENDAS BEFORE THE MEETINGS COMMENCE. ADDITIONALLY, THE BOARD CONDUCTS INTERROGATES THE MANAGEMENT ON REPORTS RECEIVED BEFORE APPROVALS | |
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 THE INED ON THE BOARD MEETS THE CRITERIA UNDER THE CODE AND PARTICULARLY, SECTION 275 OF CAMA |
ii) Are there any exceptions? | NO | |
iii) What is the process of selecting INEDs? | THE PROCESS OF APPOINTING A DIRECTOR IS DONE IN ACCORDANCE WITH THE MEMART, THE BOARD CHARTER AND THE SHAREHOLDERS' AGREEMENT. THE GOVERNANCE, NOMINATIONS AND ESTABLISHMENT COMMITTEE INTERVIEWS THE CANDIDATES BEFORE BOARD APPOVES AND SUBSEQUENT SHAREHOLDERS' APPROVAL IS OBTAINED AT AGMs | |
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 | |
vi) Does the Board ascertain and confirm the independence of the INEDs? Yes/No If yes, how often? What is the process? | YES. THIS IS DONE BY THE GOVERNANCE, NOMINATIONS AND ESTABLISHMENT COMMITTEE. THE COMMITTEE REVIEWS PREVIOUS DISCLOSURES AGAINST THE METRICS SET OUT IN S.275 OF CAMA. HOWEVER, WITH THE CHANGE IN THE COMPOSITION OF DIRECTORS, |
Principles | Reporting Questions | Explanation on application or deviation |
THIS WAS NOT DONE LAST YEAR, BUT WILL BE DONE IN 2026 | ||
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? | THE INED IS REMUNERATED IN ACCORDANCE WITH THE REMUNERATION POLICY. THIS CONSISTS OF DIRECTORS FEE, SITTING FEE AND OTHER WELFARE PACKAGES TO WHICH DIRECTORS ARE ENTITLED | |
Principle 8: Company Secretary "The Company Secretary support the effectiveness of the Board by assisting the Board and management to develop good corporate governance practices and culture within the Company" | i) Is the Company Secretary in-house or outsourced? | OUTSOURCED |
ii) What is the qualification and experience of the Company Secretary? | OOT NOMINEES LTD WAS INCORPORATED IN 2002. THEY PROVIDE COMPANY SECRETARIAL SERVICES, MANAGEMENT, CONSULTANCY AND ADVISORY SERVICES TO PUBLIC AND PRIVATE COMPANIES. | |
iii) Where the Company Secretary is an employee of the Company, is the person a member of senior management? | THE COMPANY SECRETARY IS NOT A MEMBER OF SENIOR MANAGEMENT | |
iv) Who does the Company Secretary report to? | THE BOARD | |
v) What is the appointment and removal process of the Company Secretary? | THE APPOINTMENT AND REMOVAL IS DONE BY THE BOARD | |
vi) Who undertakes and approves the performance appraisal of the Company Secretary? | GOVERNANCE REMUNERATION AND ESTABLISHMENT COMMITTEE DELIBERATE ON THE SUBJECT AND RECOMMENDATIONS ARE MADE SUBJECT TO BOARD APPROVAL. | |
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 THE BOARD CHARTER AND THE VARIOUS COMMITTEES' TERMS OF REFERENCE |
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, THE DIRECTORS SOUGHT LEGAL ADVICE FROM TAYO OYETIBO LP IN RESPECT OF AN ARBITRATION MATTER B ETWEEN THE COMPANY AND MEDIPLAN ON THE SALE OF ROYAL EXCHANGE PRUDENTIAL (REPRU) | |
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? | THE MINUTES IS JOINTLY REVIEWED AT MEETINGS AND APPROVED AT QUARTERLY BOARD MEETINGS |
ii) What are the timelines for sending the minutes to Directors? | THE CHARTER PROVIDES THAT MINUTES SHOULD BE CIRCUALTED AS SOON AS PRACTICABLE THEY ARE CIRCULATED AT LEAST 14 DAYS BEFORE THE NEXT BOARD MEETING YS | |
iii) What are the implications for Directors who do not meet the Company policy on meeting attendance? | WHERE THE PERFORMANCE OF A DIRECTOR IS DETERMINED TO BE UNSATISFACTORY, THE DIRECTOR CONCERNED WOULD BE APPROACHED BY THE CHAIRMAN OF THE BOARD AND ADVISED, IN THE ABSENCE OF JUSTIFIABLE GROUNDS, TO IMPROVE HIS/HER ATTENDANCE AND PERFORMANCE OR |
Principles | Reporting Questions | Explanation on application or deviation |
RESIGN FROM THE BOARD. ADDITIONAL TRAINING MAY BE RECOMMENDED AS WELL. WHERE SUCH IS NOT FEASIBLE OR PRACTICABLE, THE DIRECTOR MAY BE REMOVED IN ACCORDANCE WITH ESTABLISHED PROCEDURES. THE COMPANY ALSO DISCLOSES ATTENDANCE IN THE ANNUAL REPORT FOR CONSIDERATION BY SHAREHOLDERS AT THE AGM. | ||
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? | THE MINUTES OF MEETINGS ARE REVIEWED AND APPROVED AT THE COMMITTEE'S SUBSEQUENT QUARTERLY MEETINGS. | |
iii) What are the timelines for sending the minutes to the directors? | THE CHARTERS PROVIDE THAT MINUTES SHOULD BE CIRCULATED AS SOON AS PRACTICABLE. HOWEVER, THEY ARE CIRCULATED AT LEAST 5 WORKING DAYS BEFORE EACH COMMITTEE MEETING | |
iv) Who acts as Secretary to board committees? | THE COMPANY SECRETARY | |
| STATUTORY AUDIT & COMPLIANCE COMMITTEE- Responsible for Audit BOARD GOVERNANCE NOMINATION & ESTABLISHMENT COMMITTEE- responsible for remuneration, nomination and governance BOARD FINANCE, INVESTMENT, RISK & GENERAL- PURPOSE COMMITTEE- responsible for risk management | |
vi) What is the process of appointing the chair of each committee ? | STATUTORY AUDIT COMMITTEE - A Chairman having financial literacy is elected from amongst shareholder-representative members of the Committee THE CHAIRMEN OF OTHER BOARD COMMITTEES ARE APPOINTED BY THE BOARD | |
Committee responsible for Nomination and Governance | ||
vii) What is the proportion of INEDs to NEDs on the Committee responsible for Nomination and Governance? | THE COMMITTEE HAS 3 MEMBERS AND ITS CHAIRMAN IS AN INED | |
viii) Is the chairman of the Committee a NED or INED ? | INED | |
ix) Does the Company have a succession plan policy? Yes/No If yes, how often is it reviewed? | NO WE ARE CURRENTLY WORKING ON A SUCCESSION POLICY | |
x) How often are Board and Committee charters as well as other governance policies reviewed? | BI - ANNUALLY | |
xi) How does the committee report on its activities to the Board? | THE COMMITTEE REPORTS ON ITS ACTIVITIES DURING BOARD MEETINGS AND AT EMERGENCY SESSIONS | |
Committee responsible for Remuneration | ||
xii) What is the proportion of INEDs to NEDs on the Committee responsible for Remuneration? | THE COMMITTEE HAS 3 MEMBERS COMPRISING 2 NEDs AND AN INED | |
Principles | Reporting Questions | Explanation on application or deviation |
xiii) Is the chairman of the Committee a NED or INED ? | INED | |
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? | CHIEF ANTHONY IDIGBE- LLB, B. L, MBA, LLM, M. CIARB MR. EZEKIEL ONILUDE - BSC, MSC (ACTUARIAL SCIENCE) FELLOW, INSTITUTE OF CHARTERED ACCOUNTANTS OF NIGERIA, FELLOW, CHARTERED INSTITUTE OF TAXATION, CERT-IFR ASSOCIATION OF CHARTERED CERTIFIED ACCOUNTANTS (UK), ASSOCIATE MEMBER OF THE ASSOCIATION OF CERTIFIED FRAUD EXAMINERS (US), MEMBER, INTERNATIONAL ASSOCIATION OF RISK AND COMPLIANCE PROFESSIONALS (US) TAJUDEEN OLAWUYI- OND CERTIFICATE IN ACCOUNTING, BSC ECONOMICS, NATIONAL DIPLOMA BUSINESS ADMINISTRATION BEKUNMI AKINSOLU - PROFESSIONAL CERTIFICATE IN DATA PROCESSING PRINCE ADEKUNLE OLODUN - ICAN, GRADUATE EXECUTIVE MANAGEMENT ACCOUNTANCY, DIPLOMA IN STAGE 11 ACCOUNTING & AUDITING, CERTIFIED PUBLIC ACCOUNTANT, FELLOW NIGERIAN INSTITUTE OF MANAGEMENT (CHARTERED), SOCIETY FOR CORPORATE GOVERNANCE NIGERIA. | |
xvii) Name the financial expert(s) on the Committee responsible for Audit | TAJUDEEN OLAWUYI PRINCE ADEKUNLE OLODUN EZEKIEL ONILUDE | |
xviii) How often does the Committee responsible for Audit review the internal auditor's reports? | QUARTERLY AND AS NEED ARISES | |
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 PERIODIC REVIEW OF INTERNAL AUDIT REPORT, EXTERNAL AUDITORS' MANAGEMENT LETTERS AND OTHER RELEVANT ASSURANCES | |
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 AUDIT COMMITTEE REVIEWS THE EXTERNAL AUDITOR'S MANAGEMENT LETTER, KEY MATTERS AND MANAGEMENT RESPONSE TO ISSUES RAISED DURING THE YEAR-END AND BEFORE THE RELEASE OF THE COMPANY'S AFS. MANAGEMENT IS DIRECTED TO ENSURE THE KEY MATTERS ARE APPROPRIATELY DEALT WITH. THE EXTERNAL AUDITOR ALSO PRESENTS THE AFS AND KEY AUDIT FINDINGS TO THE BOARD AT THE CONCLUSION OF THE AUDIT | |
xxii) Is there a Board-approved policy that clearly specifies the non-audit services that the external auditor shall not provide? Yes/No | NO. THIS MATTER WILL BE REVIEWED AND IF DEEMED NECESSARY, A POLICY WILL BE IMPLEMENTED TO REGULATE THE PROVISION OF NON-AUDIT RELATED | |
Principles | Reporting Questions | Explanation on application or deviation |
SERVICES BY THE EXTERNAL AUDITOR 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? | ONCE | |
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 THIS POLICY WAS APPROVED IN APRIL 2025 | |
xxvi)How often does the Committee review the adequacy and effectiveness of the Risk Management Controls in place? Date of last review | QUARTERLY. THE ENTERPRISE RISK MANAGEMENT OFFICER AND INTERNAL AUDITORS REPORT TO THE COMMITTEE. ADDITIONALLY, THE EXTERNAL AUDITORS REPORTS TO THE COMMITTEE ON THE EFFECTIVENESS OF OUR INTERNAL CONTROLS IN THE COURSE OF THE ANNUAL AUDITS | |
xxvii) Does the Company have a Board- approved IT Data Governance Framework? Yes/No If yes, how often is it reviewed? | YES This is reviewed every 2 years. | |
xxviii) How often does the Committee receive and review compliance report on the IT Data Governance Framework? | QUARTERLY | |
xxix) Is the Chief Risk Officer (CRO) a member of Senior Management and does he have relevant experience for this role? Yes/No | NO Enterprise Risk Management was outsourced in 2025 to Royal Exchange Finance Company (REFCO). REFCO, however, reported to the Board directly. The company has now employed a Management Staff who is the ERM Manager of the Company. | |
xxx) How many meetings of the Committee did the CRO attend during the period under review? | FOUR MEETINGS | |
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? | EXPERIENCE, KNOWLEDGE, INTERGRITY AND QUALIFICATION | |
iii) What is the Board process for ascertaining that prospective directors are fit and proper persons? | THE DETAILS OF THE POTENTIAL DIRECTORS IS RECEIVED, THEN THE NOMINATIONS AND GOVERNANCE COMMITTEE DELIBERATES ON THE SUBJECT MATTER AND MAKES RECOMMENDATIONS TO THE BOARD. | |
| YES | |
v) Please state the tenure | THE TENURE FOR THE CHAIRMAN, NEDs AND INEDs HAS A TENURE OF THREE YEARS PER TERM UP TO A MAXIMUM OF 3 TERMS | |
vi) Does the Board have a process to ensure that it is refreshed periodically? Yes/No? | YES | |
Principles | Reporting Questions | Explanation on application or deviation |
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 THIS IS CONDUCTED BY THE COMPANY SECRETARY |
ii) During the period under review, were new Directors appointed? Yes/No If yes, provide date of induction. | YES. NEW DIRECTORS WERE APPOINTED IN OCTOBER 2025. THEIR INDUCTION WAS CONDUCTED IN JANUARY 2026 | |
iii) Are Directors provided relevant training to enable them effectively discharge their duties? Yes/No If yes, provide training details. | YES PER THE BOARD CHARTER, DIRECTORS ARE ENTITLED TO AT LEAST 1 TRAINING IN A YEAR. LAST YEAR, DIRECTORS ATTENDED A TRAINING ORGANIZED BY THE INSTITUTE OF DIRECTORS | |
iv) How do you assess the training needs of Directors? | THROUGH BOARD EVALUATION PROCESS | |
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 THIS IS CONTAINED IN THE BOARD CHARTER |
ii) For the period under review, was there any Board Evaluation exercise conducted? Yes/No | NO THIS WAS BECAUSE OF THE CHANGE IN THE COMPOSITION OF THE BOARD | |
iii) If yes, indicate whether internal or external. Provide date of last evaluation. | THE LAST EVALUATION WAS DONE IN 2023 | |
iv) Has the Board Evaluation report been presented to the full Board? Yes/No If yes, indicate date of presentation. | YES. IT WAS PRESENTED TO THE BOARD AT ITS Q1 MEETING IN 2024 | |
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. | NO |
ii) Is the result of the Corporate Governance Evaluation presented and considered by the Board? Yes/No | NO | |
iii) If yes, please indicate the date of last presentation. | THERE WAS NO CORPORATE GOVERNANCE EVALUATION IN THE PERIOD | |
iv) Is the summary of the Corporate Governance Evaluation included in the annual reports and Investors portal? Yes/No | WHEN CONDUCTED, YES | |
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 EVERY 2 YEARS OR WHEN THE NEED ARISES |
ii) Provide details of directors' fees, allowances and all other benefits paid to them during the period under review | DIRECTORS SITTING FEES- N176,471.00 (CHAIRMAN- N235,295.00) | |
iii) Is the remuneration of NEDS presented to shareholders for approval? Yes/No If yes, when was it approved? | YES. AT ANNUAL GENERAL MEETINGS |
Principles | Reporting Questions | Explanation on application or deviation |
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. THE POLICY ALLOWS THE GOVERNANCE, NOMINATION AND ESTABLISHMENT COMMITTEE TO SET KPIs AND LINK PART OF THE REMUNERATION OF THE MD TO MEETING THOSE METRICS WHICH ENTITLES THE MD TO AN ANNUAL BONUS, SUBJECT TO BOARD APPROVAL | |
vi) Has the Board set KPIs for Executive Management? Yes/No | YES THIS IS SET ANNUALLY BY THE BOARD UPON RECOMMENDATION FROM THE RELEVANT COMMITTEE | |
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 | ||
| NONE | |
x) Is there a Board-approved clawback policy for Executive management? Yes/No If yes, attach the policy. | YES THIS IS CONTAINED IN THE REMUNERATION POLICY | |
Principle 17: Risk Management "A sound framework for managing risk and ensuring an effective internal control system is essential for achieving the strategic objectives of the Company" | i) Has the Board defined the company's risk appetite and limit? Yes/No | YES |
ii) How often does the company conduct a risk assessment? | QUARTERLY & ANNUALLY | |
iii) How often does the board receive and review risk management reports? | QUATERLY | |
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 THIS IS OUTSOURCED TO SIAO PARTNERS |
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 | OUTSOURCED. CONSULTANT REPORTS DIRECTLY TO THE BOARD AND BOARD COMMITTEE | |
iv) What is the qualification and experience of the head of internal audit? | PARTNER, SIAO PARTNERS | |
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 | YES. |
Principles | Reporting Questions | Explanation on application or deviation |
least once every three years by a qualified independent reviewer appointed by the Board? Yes/No If yes, when was the last assessment? | THE CURRENT INTERNAL AUDITORS WERE APPOINTED IN MAY 2025. THE COMPANY WILL CONSIDER THE APPOINTMENT OF AN EXTERNAL CONSULTANT TO PERFORM AN EXTERNAL QUALITY ASSURANCE REVIEW (EQAR) OF THE INTERNAL AUDIT FUNCTION ONCE THEY CLOCK 3 YEARS | |
viii) Who undertakes and approves the performance evaluation of the Head of Internal Audit? | THE STATUTORY AUDIT COMMITTEE | |
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 MARCH 19, 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 HOWEVER, NO REPORT WAS RECEIVED DURING THIS PERIOD | |
Principle 20: External Audit "An external auditor is appointed to provide an independent opinion on the true and fair view of the financial statements of the Company to give assurance to stakeholders on the reliability of the financial statements" | i) Who makes the recommendations for the appointment, re-appointment or removal of external auditors? | MANAGEMENT AUDIT COMMITTEE RECOMMENDATIONS ARE PLACED BEFORE THE BOARD AND SHAREHOLDERS FOR APPROVAL |
ii) Who approves the appointment, re- appointment, and removal of External Auditors? | SHAREHOLDERS AT AGMS | |
iii) When was the first date of appointment of the External auditors? | KRESTON PEDABO WAS APPOINTED AT THE AGM ON OCTOBER 3 20252 | |
iv) How often are the audit partners rotated? | EVERY 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? | MINIMUM OF 21 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" |
website? | YES THE POLICY IS INCLUDED IN THE BOARD CHARTER THE CHARTER WAS REVIEWED IN 2024 THE CHARTER IS NOT ON THE WEBSITE. |
ii) How does the Board engage with Institutional Investors and how often? | ON A NEED TO DO BASIS. |
Principles | Reporting Questions | Explanation on application or deviation |
INVESTORS ALSO HAVE ACCESS TO THE COMPANY SECRETARY. THERE ARE ESTABLISHED CHANNELS FOR INVESTORS TO CONTACT THE BOARD | ||
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" |
| YES |
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 YES YES |
ii) When was the date of last review of the policy? | APRIL 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 non-compliance with the COBE? | THERE WERE NO CASES THAT WARRANTED APPLICATION OF SANCTIONS UNDER THE CODE | |
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. IT IS CONTAINED IN THE SHARES DEALING POLICY. 2017 PERIODICALLY |
| YES 2018 THROUGH QUARTERLY DISCLOSURES ON INTEREST IN CONTRACTS YES | |
iii) How does the Board ensure adequate disclosure of Related Party Transactions by the responsible parties? | THE BOARD MEMBERS' QUARTERLY DISCLOSURE OF CONFLICTS OF INTEREST AND RELATED PARTY TRANSACTIONS ENSURE THIS. |
Principles | Reporting Questions | Explanation on application or deviation |
| YES 2018 PERIODICALLY YES | |
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? | NO, THERE IS NO BOARD-APPROVED SUSTAINABILITY POLICY. HOWEVER, POLICIES SUPPORTING THE ORGANIZATION'S SUSTAINABILITY EXIST TO ENSURE THAT THE COMPANY STANDS THE TEST OF TIME |
ii) How does the Board monitor compliance with the policy? | SEE COMMENT ABOVE | |
iii) How does the Board report compliance with the policy? | SEE COMMENT ABOVE | |
iv) Is there a Board-approved policy on diversity in the workplace? Yes/No If yes, when was it last reviewed? | NO POLICY BUT OPERATIONS ARE CARRIED OUR WITH CONSIDERATION TO DIVERSITY | |
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 IT IS CONTAINED ON THE WEBSITE https://royalexchangeplc.com/. | |
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. | YES We were fined by SEC and NGX for late filing of our 2024 AFS. This arose from recent changes in management personnel, late receipt of accounts from subsidiary/affiliates, and the need to address certain adjustments identified shortly before the filing deadlines. SEC fine us N3,000,000 and NGX N600,000. |
We hereby make this declaration in good faith and confirm that the information provided in this form is true.
Chairman of the Board of Directors Chairman of the Committee responsible for GovernanceName: MR. IKEME OSAKWE Name: SENATOR MOHAMMED DAGGASH
Signature: Signature:
Date: Date:
Managing Director/Chief Executive Officer Company SecretaryS IDU OKEAHIALAM
Name: MR Name: OOT NOMINEES LIMITED
Signature: Signature:
Date: 23 March 2026
Date:
23 March 2026