NCCG 2018 Report

S/No.

Items

Details

i.

Company Name

STACO INSURANCE PLC

ii.

Date of Incorporation

10th July 1991

iii.

RC Number

RC. 167274

iv.

License Number

RIC-038

v.

Company Physical Address

209, Herbert Macaulay Way, Ebute Metta, Lagos

vi.

Company Website Address

https://www.stacoplc.com

vii.

Financial Year End

31st December

viii.

Is the Company a part of a Group/Holding Company?

Yes/No

If yes, please state the name of the Group/Holding Company

No

ix.

Name and Address of Company Secretary

Jackson, Etti & Edu

RCO Court, 3-5 Sinari Daranijo Street, Off Ajose Adeogun Street, Victoria Island, Lagos

x.

Name and Address of External Auditor(s)

PKF Accountants & Business Advisers, PKF House, 205A Ikorodu Road, Obanikoro, Lagos.

xi.

Name and Address of Registrar(s)

Coronation Registrars Limited

10, Amodu Ojikutu Street, Off Saka Tinubu Street, Victoria Island, Lagos, Nigeria.

xii.

Investor Relations Contact Person (E-mail and Phone No.)

Adebowale Ajayi adebowale.ajayi@stacoplc.com 08065500360

xiii.

Name of the Governance Evaluation Consultant

DCSL Corporate Services Limited

xiv.

Name of the Board Evaluation Consultant

DCSL Corporate Services Limited

S/No.

Names

Position Held

Gender

1.

Banmore Olawale Omotunde

Managing Director

Male

2.

Nihinlola Oyenike Olaitan

Executive Director, Technical and Operations

Female

3.

Adebowale Ajayi

Chief Financial Officer

Male

4.

Simon Ejima

Chief Compliance Officer

Male

5.

Oladipupo Olaloku

Assistant General Manager, Strategy & Retail

Male

6.

Elsie Akpabio

General Counsel

Female

7.

Oye Adeshina

Assistant General Manager, Marketing

Male

8.

Wunmi Akintayo-Lawal

Assistant General Manager, Claims and Reinsurance

Female

Principles

Reporting Questions

Explanation on application or deviation

Part A - Board of Directors and Officers of the Board

Principle 1: Role of the Board

i) Does the Board have an approved Charter which sets out its responsibilities and terms of reference? Yes/No

If yes, when was it last reviewed?

Yes.

"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

The Charter was last reviewed in year 2021.

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?

The Company's Board is structured to ensure a diverse range of expertise while maintaining the independence, compatibility, integrity, and availability of its members. Their collective experience spans various fields, including but not limited to: Management, Insurance, Business Development, Energy, Banking, Entrepreneurship & Innovation, Enterprise Governance, Agri Business Specialist and Project Management.

ii) Does the company have a Board-approved diversity policy? Yes/No

If yes, to what extent have the diversity targets been achieved?

No. However, page 17 of the Company's Code of Business and Ethical Conduct emphasizes the importance of protecting diversity and inclusion in the workplace.

The Company has largely achieved its diversity targets across various indices, as reflected in the skill set of its Directors. Additionally, the Company upholds a commitment to providing equal opportunities in recruitment, training, and promotion, regardless of gender, age, ethnicity, religion, or physical ability.

iii) Are there directors holding concurrent directorships? Yes/No

If yes, state names of the directors and the companies?

Yes, two Directors currently hold concurrent directorships on the Board. However, these concurrent roles have not impacted their effectiveness on the Board. The Directors involved are:

Mr. Omotola Talabi - Elektron Energy Limited

Dr, Helen Emore - Aunty Helen Foods Processing Limited, Scientia Partners Innovation Hub Limited

iv) Is the MD/CEO or an Executive Director a chair of any Board Committee? Yes/No

No. Neither the MD nor the Executive Director serves as the Chairman of any Board Committee.

Principles

Reporting Questions

Explanation on application or deviation

If yes, provide the names of the

Committees.

N/A

Principle 3: Chairman

"The Chairman is responsible for providing overall leadership of the Company and the Board, and eliciting the constructive participation of all Directors to facilitate effective direction of the Board"

i) Is the Chairman a member or chair of any of the Board Committees? Yes/no

If yes, list them.

No. The Chairman is neither a member nor chairman of the Board Committees.

ii) At which Committee meeting(s) was the

Chairman in attendance during the period under review?

None. The Chairman did not attend any Committee

meeting during the period under review.

iii) Is the Chairman an INED or a NED?

The Chairman of the Board is a Non-Executive

Director.

iv) Is the Chairman a former MD/CEO or ED of the

Company? Yes/No

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

No. The Chairman is neither a former MD/CEO nor

ED of the Company.

v) When was he/she appointed as Chairman?

Mr. Aliyu was appointed as the Chairman of the Board in December 2019.

vi) Are the roles and responsibilities of the

Chairman clearly defined? Yes/No If yes, specify which document

Yes. The duties of the Chairman are clearly spelt out

in the Board Charter.

Principle 4: Managing Director/ Chief Executive Officer

"The Managing Director/Chief Executive Officer is the head of management delegated by the Board to run the affairs of the Company to achieve its strategic objectives for sustainable corporate performance"

i) Does the MD/CEO have a contract of employment which sets out his authority and relationship with the Board? Yes/No

If no, in which documents is it specified?

Yes. The MD has a contract of service where his authority and relationship with the Board are clearly spelt out.

ii) Does the MD/CEO declare any conflict of

interest on appointment, annually, thereafter and as they occur? Yes/No

Yes. The MD disclosed potential conflict of interests

to the Board on appointment and during the year under review and none was recorded.

iii) Which of the Board Committee meetings did

the MD/CEO attend during the period under review?

The MD is not a member of any Committee.

However, he was in attendance at the meetings of the Finance, Investment & General-Purpose Committee and the Nomination, Governance and Remuneration Committee during the period under review.

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

company? Yes/no.

If yes, please state the company(ies)?

The MD is not a serving as a director in any other

company.

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

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

Yes. The ED has a contract 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?

No. The roles and responsibilities of the Executive Directors are set out in the Board Charter.

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

Yes. The ED is required to declare any conflict of interest upon appointment and thereafter as the need arises.

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

If yes, please list

No. The ED is not serving as NED in any other organization.

Principles

Reporting Questions

Explanation on application or deviation

v) Are their memberships in these companies

in line with Board-approved policy? Yes/No

No. The ED is not serving as NED in any other

organization.

Principle 6: Non-Executive Directors

Non-Executive Directors bring to bear their knowledge, expertise and independent judgment on issues of strategy and performance on the Board

i) Are the roles and responsibilities of the NEDs clearly defined and documented? Yes/No If yes, where are these documented?

Yes. the roles and responsibilities of the NEDs are defined in the Company's Board Charter and their appointment letters.

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

Yes. The duties, liabilities, and terms of engagements of NEDs are stated in their appointment letters.

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

Yes. NEDs declare conflict of interest on appointment and during the year under review and none was recorded.

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. Information is shared during their induction, at quarterly Board and Board Committee meetings, and as the need arises. Management also ensures that any requested information is promptly provided to the Non-Executive Directors. Additionally, urgent information that cannot wait until the quarterly meetings is circulated to the Board as needed.

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

All information intended for the Board is prepared and reviewed by the relevant departments and senior management to ensure accuracy, relevance, and completeness. Also, updates on critical matters are provided during Board and Committee meetings, ensuring that Directors receive the most current and comprehensive data.

Furthermore, Management promptly addresses any additional information requests made by Directors to ensure clarity and completeness.

vi) Do NEDs have unfettered access to the EDs,

Company Secretary and the Internal Auditor? Yes/No

Yes. The NEDs have unfettered access to the EDs,

Company Secretary and Internal Auditors who provide professional guidance/clarification on Board related matters.

Principle 7: Independent Non-Executive Directors

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

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

Yes. The INED on the Board meets the independence criteria prescribed under Section 7.2 of the NCCG 2018.

ii) Are there any exceptions?

No. There are no exceptions.

iii) What is the process of selecting INEDs?

The process involves - identification of the need for recruitment, observing the criteria for appointment, nominating Directors, shortlisting, conducting background checks, conducting interview, obtaining Board ratification, obtaining the approval of shareholders, execution of terms and conditions of appointment, induction, notification to NAICOM and filing at CAC.

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

Yes. The existing contract of employments of the NEDs specify the duties, liabilities and the Company's terms of engagement with INEDs.

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

Yes. Conflict of interest are declared on appointment and as they occur thereafter.

vi) Does the Board ascertain and confirm the independence of the INEDs? Yes/No

If yes, how often? What is the process?

Yes. This function is being carried out from time to time by the Company Secretary.

The process involves consideration of the number of years spent on the Board, percentage of

Principles

Reporting Questions

Explanation on application or deviation

shareholdings, relationship with the

Company/Insiders etc.

vii) Is the INED a Shareholder of the Company?

Yes/No

If yes, what is the percentage shareholding?

No. The INED is not a shareholder of the Company.

viii) Does the INED have another relationship

with the Company apart from directorship and/or shareholding? Yes/No

If yes, provide details.

No. The INED has no other relationship with the

Company apart from the current directorship.

ix) What are the components of INEDs

remuneration?

The components of INEDs remuneration include

Director fee, travel allowance, sitting allowances and other reimbursable expenses.

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?

The Company Secretary is a firm consisting of a team of lawyers and qualified company secretaries.

The firm also provides company secretarial services to various 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 an employee of the Company.

iv) Who does the Company Secretary report to?

The Company Secretary reports directly to the Board

of Directors through the Chairman and administratively to the Managing Director/Chief Executive Officer (MD/CEO).

v) What is the appointment and removal

process of the Company Secretary?

The appointment of the Company Secretary is based

on merit with the focus of the Board on competence, qualification, and relevant experience similar to the process of recruiting Director(s).

The removal of the Company Secretary is also in line with the provisions of the Companies and Allied Matters Act subject to the ratification by the Board of Directors.

vi) Who undertakes and approves the

performance appraisal of the Company Secretary?

The Board conducts and approves the appraisal of

the Company Secretary sequel to the outcome of the annual Board Evaluation Exercise.

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 permits directors to seek independent professional advice at the Company's expense, subject to prior approval by the Board.

ii) Who bears the cost for the independent

professional advice?

The Company bears the expense.

iii) During the period under review, did the

Directors obtain any independent professional advice? Yes/No

If yes, provide details.

No.

Principle 10: Meetings of the Board

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

Minutes of Board meeting are usually prepared by the Company Secretary and forwarded to the General Counsel for review. Thereafter the minutes

are circulated to the Board and are collectively

Principles

Reporting Questions

Explanation on application or deviation

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

reviewed and adopted by the Board at its subsequent meetings.

ii) What are the timelines for sending the minutes

to Directors?

The draft minutes of the Board meetings are usually

prepared by the Company Secretary and sent to Directors within two (2) weeks after the meeting.

iii) What are the implications for Directors who do

not meet the Company policy on meeting attendance?

According to the Board Charter, each director is

expected to attend 75% of the Board meetings annually. The attendance record of directors will be considered as one of the criteria for the re-election of Director(s).

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. The responsibilities of Board Committees are provided for in their respective Terms of Reference.

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

The minutes of Board Committees are forwarded to the General Counsel for review and thereafter to the Committee. The said minutes are reviewed and approved at the subsequent Committees' meetings.

iii) What are the timelines for sending the minutes to the directors?

The draft minutes are sent to Directors/members of the Committee within two weeks after the meeting.

iv) Who acts as Secretary to board committees?

The firm of Jackson, Etti & Edu, the Company Secretary to the Board of Directors also acts as the Secretary to the Board Committees.

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

   1. Nomination and Governance

   2. Remuneration

   3. Audit

   4. Risk Management

1. Nomination and Governance: The responsibility for nomination and governance of the company is handled by the Nominations, Governance and Remuneration Committee.

2. Remuneration: This function is being handled by the Nominations, Governance and Remuneration Committee.

3. Audit: The Internal Auditor reports directly to the Board.

4. Risk Management: This function is being handled by the Nominations, Governance and Remuneration Committee.

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

They are nominated and voted for by members of each committee.

Committee responsible for Nomination and Governance

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

1:1

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?

Yes. The Company's succession plan is reviewed periodically.

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

The Board and Committee Charters as well as other governance policies are reviewed periodically to meet the latest developments in the regulatory

space.

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

The Company Secretary prepares the reports of the committees' meetings and forwards them to the respective Committee chairpersons, who then present the reports to the Board at the subsequent

Board meeting.

Principles

Reporting Questions

Explanation on application or deviation

Committee responsible for Remuneration

xii) What is the proportion of INEDs to NEDs on the Committee responsible for Remuneration?

The proportion of Independent Non-Executive Directors to Non-Executive Directors on the Committee responsible for Remuneration is 1:1.

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

The Chairman of the Committee is an Independent Non-Executive Director.

Committee responsible for Audit

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

No. As at now, the Finance, Investment & General-Purpose Committee performs the function of the Audit Committee.

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

As at now, the Finance, Investment & General-Purpose Committee performs the function of the Audit Committee and members of the Committee are financially literate to promote its efficiency and effectiveness.

xvi) What are their qualifications and experience?

The Committee predominantly consists of individuals

who are well-versed in accounting and financial management.

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

Mr. Omotola Talabi.

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

The Finance, Investment & General-Purpose Committee reviews the Internal Auditor's reports from time to time.

xix) Does the Company have a Board approved internal control framework in place? Yes/No

Yes.

The Framework guides the internal control activities of the Company from time to time.

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

The Board, through the Finance, Investment and

General-Purpose Committee monitors compliance with internal control framework quarterly.

xxi) Does the Committee responsible for Audit review the External Auditors management letter, Key Audit Matters and management response to issues raised? Yes/No

Please explain.

Yes. The External Auditor's Management Letter is usually presented to the members of the Committee during the presentation of the draft Audited Financial Statements for scrutiny, observations, and comments.

The findings in the Management Letter and the Management's responses thereon are reviewed in conjunction with the External Auditor. The implementation of the recommendations are tracked by the Committee

xxii) Is there a Board-approved policy that clearly specifies the non-audit services that the external auditor shall not provide? Yes/No

No, there is no policy that explicitly specifies the non-audit services that external auditors are prohibited from providing. However, the Board Charter includes provisions regarding the policy on the independence of external auditors.

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?

Due to the fact that there is no Audit Committee currently, these discussions did not take place during the period under review. However, the Board intends to re-establish this Committee upon expansion of the Board.

Committee responsible for Risk Management

Principles

Reporting Questions

Explanation on application or deviation

xxiv)Is the Chairman of the Risk Committee a

NED or an INED?

Currently, the Nomination, Governance and

Remuneration Committee performs oversight functions relating to risk management.

xxv) Is there a Board approved Risk

Management framework? Yes/No?

If yes, when was it approved?

Yes, the Board approved the recent Risk

Management Framework as its Board meeting of 20th January 2025.

xxvi)How often does the Committee review the

adequacy and effectiveness of the Risk Management Controls in place?

Date of last review

The Committee reviews the adequacy and

effectiveness of the Risk Management Controls through quarterly reports provided by the Chief Compliance Officer.

xxvii) Does the Company have a Board-

approved IT Data Governance Framework? Yes/No

If yes, how often is it reviewed?

No.

xxviii) How often does the Committee receive

and review compliance report on the IT Data Governance Framework?

Compliance Report on IT Data Governance is often

embedded in the compliance report.

xxix) Is the Chief Risk Officer (CRO) a member of

Senior Management and does he have relevant experience for this role? Yes/No

Yes. The Acting Chief Risk Officer possesses the

relevant experience required for the role. Steps are being taken on the finalization of the substantive Chief Risk Officer.

xxx) How many meetings of the Committee did

the CRO attend during the period under review?

He attended all the meetings of the Committee

during the period under review.

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"

a. Is there a Board-approved policy for the appointment of Directors? Yes/No

No. The Board Charter includes guidelines for the appointment of Directors.

b. What criteria are considered for their appointment?

In making recommendation to the Board of Directors on the appointment of new Directors, the Governance, Remuneration and Nomination Committee shall consider:

1. the strengths and weaknesses of the existing Board;

2. Integrity, required competence and skills, knowledge and experience in insurance industry of the proposed Director;

3. capacity to undertake the responsibility as well as diversity; and

4. track record of success in business or other field of endeavour.

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

Before making recommendation on the appointment of a prospective director to the Board, the Governance, Remuneration and Nomination committee conducts due diligence on prospective Directors by taking cognizance of his/her age, specific area of responsibility, current directorship, work experience, occupation, and country of residence, etc..

1. Is there a defined tenure for the following?

   1. The Chairman

   2. The MD/CEO

   3. INED

   4. NED

   5. Eds

Yes, The Board Charter provides for the tenure of the MD/CEO, NEDs and EDs.

e. Please state the tenure

In line with the provisions of the Board charter, the tenure of the Directors is as follow:

Principles

Reporting Questions

Explanation on application or deviation

1. MD/CEO - maximum of 2 terms of 5 years

   each

2. INEDs - to be determined at the AGM where the appointment is ratified

3. NEDs - 3 terms of 3 years each

4. EDs - Maximum of 3 terms of 4 years each

e. Does the Board have a process to ensure that

it is refreshed periodically? Yes/No?

Yes. However, given the current realities of the

Company, the Board has had to suspend this.

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. Following the appointment of new Director(s), the Company organizes a formal induction programme for new Directors in order to familiarise them with the Company's strategic plan, operations, business environment, senior management, and the Directors' fiduciary responsibilities.

ii) During the period under review, were new

Directors appointed? Yes/No If yes, provide date of induction.

No new Director was appointed during the period under review.

iii) Are Directors provided relevant training to

enable them effectively discharge their duties? Yes/No

If yes, provide training details.

Yes. Directors are usually provided relevant training

to enable them discharge their duties effectively.

iv) How do you assess the training needs of

Directors?

Trainings needs are identified based on the requisite

skills needed by members to function effectively at the Board or Committee level.

v) Is there a Board-approved training plan?

Yes/No

Yes. Upon being considered and recommended by

the Nomination, Governance and Remuneration Committee, the Board usually approves the annual training Plan and sees to its implementation.

vi) Has it been budgeted for? Yes/No

Yes. All training programmes are at the Company's

expenses and are always budgeted for.

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. The Section 13 of the Board Charter mandates the Board to establish a formal and rigorous evaluation of its own performance.

ii) For the period under review, was there any

Board Evaluation exercise conducted? Yes/No

No

iii) If yes, indicate whether internal or external.

Provide date of last evaluation.

The Board Evaluation Exercise are always externally

facilitated.

iv) Has the Board Evaluation report been

presented to the full Board? Yes/No If yes, indicate date of presentation.

No evaluation was conducted during the period

under review.

v) Did the Chairman discuss the evaluation

report with the individual directors? Yes/No

No evaluation was conducted during the period

under review.

vi) Is the result of the evaluation for each Director

considered in the re-election process? Yes/No

No evaluation was conducted during the period

under review.

Principle 15: Corporate Governance Evaluation

"Institutionalizing a system for evaluating the Company's corporate governance practices ensures that its governance standards,

i) For the period under review, has the Company conducted a corporate governance evaluation? Yes/No

If yes, provide date of the evaluation.

No. The evaluation is yet to be conducted.

ii) Is the result of the Corporate Governance Evaluation presented and considered by the Board? Yes/No

No. The evaluation is yet to be conducted.

Principles

Reporting Questions

Explanation on application or deviation

practices and processes are

adequate and effective"

iii) If yes, please indicate the date of last

presentation.

The evaluation is yet to be conducted.

iv) Is the summary of the Corporate Governance

Evaluation included in the annual reports and Investors portal? Yes/No

No. The evaluation is yet to be conducted.

Principle 16: Remuneration Governance

"The Board ensures that the Company remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term"

i) Is there a Board-approved Directors' remuneration policy? Yes/No

If yes, how often is it reviewed?

Yes. The Board-approved Directors' renumeration policy is reviewed by the Board as it deems fit.

ii) Provide details of directors' fees, allowances

and all other benefits paid to them during the period under review

Annual NEDs and INED fee - ₦3,000,000 (for Chairman) ₦2,000,000 (for NEDs and INED)

Sitting allowance:

For Committee meeting - Chairman ₦600,000; Members ₦500,000

For Board meeting - Chairman ₦1,000,000; Members

₦700,000

iii) Is the remuneration of NEDS presented to

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

Yes. However, no AGM was held during the year

under review.

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

vi) Has the Board set KPIs for Executive

Management? Yes/No

Yes. The Board sets the KPIs for Executive

Management with the aim of enhancing and measuring their performance.

vii) If yes, was the performance measured

against the KPIs? Yes/No

Yes. The performances of the Executive Directors

were measured against the KPIs set by the Board to ascertain performance during the year under review.

viii) Do the MD/CEO, EDs and Company

Secretary receive a sitting allowance and/or directors' fees? Yes/No

No. In line with the governance policies of the

Company, the MD, EDs, and Company Secretary are not entitled to or receive sitting allowances and Directors' fees.

1. Which of the following receive sitting

   allowance and/or fees:

   1. MD/CEO

   2. ED

   3. Company Secretary

   4. Other Senior management staff

None of the afore-mentioned parties receives sitting

allowance.

x) Is there a Board-approved clawback policy

for Executive management? Yes/No If yes, attach the policy.

No, there is no Board-approved clawback policy for Executive Management. However, the Board ensures accountability by conducting periodic reviews of executive performance to address any concerns related to undue benefit.

Principle 17: Risk Management

"A sound framework for managing risk and ensuring an effective internal control system is essential for

i) Has the Board defined the company's risk appetite and limit? Yes/No

Yes. The 2026 Risk Appetite and Limit was approved by the Board at its Emergency Board Meeting on the 31st of December 2025.

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

The Company conducts its risk assessment quarterly.

Principles

Reporting Questions

Explanation on application or deviation

achieving the strategic

objectives of the Company"

iii) How often does the board receive and review

risk management reports?

The Board receives and review the Risk Management

Reports quarterly.

Principle 18: Internal Audit

"An effective internal audit function provides assurance to the Board on the effectiveness of the governance, risk management and internal control systems"

i) Does the company have an Internal Audit function? Yes/No

If no, how has the Board obtained adequate assurance on the effectiveness of internal processes and systems?

Yes. The Company has an Internal Audit function which provides assurance by assessing and reporting on the effectiveness of governance, risk management, and control processes.

ii) Does the company have a Board-approved

internal audit charter? Yes/No

Yes. The Company has a board-approved internal

audit charter.

iii) Is the head of internal audit a member of

senior management? Yes/No

Yes. The Head of internal audit functions, is a Senior

Manager who is a seasoned professional in his field.

iv) What is the qualification and experience of

the head of internal audit?

HND, MBA, 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, however this was not done during the year under

review. Due to the absence of an Audit Committee, the head of the internal audit function did not report to a dedicated committee on the adequacy and effectiveness of management, governance, risk, and control environment. However, the Finance Committee performed oversight functions on audit-related matters during this period.

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. The external assessment of the effectiveness of

the internal audit function is usually carried out by the External Auditors.

viii)Who undertakes and approves the

performance evaluation of the Head of Internal Audit?

The performance evaluation of the Head of Internal

Audit is usually done by the Committee responsible for audit, who in turn lays it to the full Board of Directors.

Principle 19: Whistleblowing

"An effective whistle-blowing framework for reporting any illegal or unethical behaviour minimises the Company's exposure and prevents recurrence"

i) Does the company have a Board-approved whistleblowing framework? Yes/No

If yes, when was the date of last review

Yes. The Whistleblowing Policy of the Company was reviewed in December 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. The framework ensures that the whistleblowing mechanism and process is reliable, accessible to all stakeholders, guarantees anonymity and protection of the whistleblower.

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

   1. Reported cases

   2. Process and results of Investigated cases

No, however the Governance Committee received a whistleblowing report during the period under the review and same was properly investigated and deliberated upon extensively by the Board.

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

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

The recommendation for the appointment, re-appointment or removal of the External Auditors is usually done by the Committee responsible for the audit.

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

Based on the recommendation of the Audit Committee, the Board of Directors approves the appointment, re-appointment, and removal of

Principles

Reporting Questions

Explanation on application or deviation

to stakeholders on the

reliability of the financial statements"

External Auditors, subject to the ratification of

members at the Annual General Meeting.

iii) When was the first date of appointment of the

External auditors?

The current External Auditors were appointed in July

2020, and their continuity in the office is always ratified by shareholders at the Annual General Meetings of the Company.

iv) How often are the audit partners rotated?

Audit Partners are rotated after five (5) continuous

years of service to the Company to guarantee the required independence.

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?

The Notices, Annual Reports and other relevant information are dispatched to Shareholders on or before 21 days from the date in which the meeting would be held.

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

No general meeting was held during the year under

review.

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"

1. Is there a Board-approved policy on shareholders' engagement? Yes/No

   If yes:

   1. when was it last reviewed?

   2. Is the policy hosted on the company's website?

No. But the Company has a Board-approved Communication Policy which shows the Company's commitment towards ensuring effective communication to the stakeholders whether internally or externally.

ii) How does the Board engage with Institutional

Investors and how often?

Institutional investors are usually engaged in a timely

manner through open communication in the annual reports and on the portal of the Nigerian Exchange Limited.

The Board is also committed to full disclosure of information in accordance with the regulatory and statutory timelines set by the Securities and Exchange Commission, Corporate Affairs Commission and the Nigerian Exchange Group on which it is listed.

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"

i) Does the Board ensure that adequate and timely information is provided to the shareholders on the Company's activities? Yes/No

Yes. Disclosures are made in annual reports and the Company's website whenever the need arises.

Principle 24: Business Conduct and Ethics

i) Does the company have a Board-approved Code of Business Conduct and Ethics (COBE) that guides the professional business and ethical standards? Yes/No

Yes. The Policy ensures that the Company, the Board, Management and other employees, contractors, suppliers (under contractual terms) and other

company-controlled entities are committed to the

Principles

Reporting Questions

Explanation on application or deviation

"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"

If yes:

1. Has the COBE been communicated to all internal and external Stakeholders?

   Yes/No

2. Is the COBE applicable to any or all of the following:

   1. Board

   2. Senior management

   3. Other employees

   4. Third parties

highest standards of professional and ethical behaviour, business conduct and sustainable business practices.

Yes.

The COBE is applicable to all the afore-mentioned parties.

ii) When was the date of last review of the

policy?

The COBE was reviewed during the year under

review.

iii) Has the Board incorporated a process for

identifying, monitoring and reporting adherence to the COBE? Yes/No

No

iv) What sanctions were imposed for the period

under review for non-compliance with the COBE?

Violation of the Policy attracts sanction(s), and it may

lead to the dismissal of the erring party. However, no sanction was imposed during the period under review.

Principle 25: Ethical Culture

"The establishment of policies and mechanisms for monitoring insider trading, related party transactions, conflict of interest and other corrupt activities, mitigates the adverse effects of these abuses on the Company and promotes good ethical conduct and investor confidence"

1. Is there a Board- approved policy on insider trading? Yes/No

   If yes:

   1. When was the last date of review?

   2. How does the Board monitor compliance with this policy?

Yes. The Policy is titled 'Security Trading Policy'.

The Policy is yet to be reviewed.

The Board, through the Company Secretary, monitors the Compliance with this policy by making necessary disclosures to the Securities and Exchange Commission as occasion demands in order to ensure compliance.

1. Does the company have a Board

   approved policy on related party transactions? Yes/No

   If yes:

   1. When was the last date of review?

   2. How does the Board monitor compliance with this policy?

   3. Is the policy applicable to any or all of the following:

      1. Board

      2. Senior management

      3. Other employees (Specify)

      4. Third parties (Specify)

No.

iii) How does the Board ensure adequate

disclosure of Related Party Transactions by the responsible parties?

It is part of the disclosure policy of the company.

Director(s) involved are exempted from voting if it occurs. Disclosures are also made to NAICOM, NGX and SEC

1. Does the company have a Board-

   approved policy on conflict of interest? Yes/No

   If yes:

   1. When was the last date of review?

   2. How does the Board monitor compliance with this policy?

Yes

2019

Through the Committee

Principles

Reporting Questions

Explanation on application or deviation

1. Is the policy applicable to any or all of

   the following:

   1. Senior management

   2. Other employees (Specify)

Yes. Applicable to all specified persons.

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.

ii) How does the Board monitor compliance

with the policy?

-.

iii) How does the Board report compliance

with the policy?

The Board monitors compliance with the Policy by

ensuring incorporation of the sustainability policies into its operations and community engagements.

iv) Is there a Board-approved policy on

diversity in the workplace? Yes/No If yes, when was it last reviewed?

No. But the board approved Code of Business and

Ethical Conducts which promotes diversity and inclusion in the workplace.

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. The Company has an existing Communication Policy aimed at ensuring that appropriate procedures and monitoring arrangements are in place to support good internal and external communications among the stakeholders.

ii) Does the Company have an up to date

investor relation portal? Yes/No If yes, provide the link.

Yes. The investor relation portal of the Company

could be found on its website - https://www.stacoplc.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. The Board ensures that the Corporate Governance Reports provide clear information on the Company's governance structures, policies and practices as well as environmental and social risks and opportunities form part of the Annual Reports to be dispatched to the shareholders. However, no Annual Report was prepared during the period under review.

ii) Has the company been fined by any

regulator during the reporting period? Yes/No

If yes, provide details of the fines and penalties.

No. The Company recorded no corporate

governance infraction during the year under review.