Nig. plc. quarter 5 financial statement for 2024

CORPORATE INFORMATION

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 MARCH 2024

The Directors are pleased to submit to members, their Annual Report including the consolidated and separate financial statements and audit report of Thomas Wyatt Nigeria Plc and its subsidiary (herein refers to as the "Group") for the year ended 31 March 2024.

1. Legal form
   Thomas Wyatt Nigeria Plc ("the Company") was incorporated as a private limited liability company on 18 March 1948 but commenced operations in 1949 and was made public in 1978. The Company manufactures and market paper products, office equipments and writting materials. The Company's head office is situated at 10 Abebe Village road, Iganmu, Lagos
2. Principal activities
   The principal activities of the Company is manufacturing and marketing of paper products, marketing of office equipments and writting materials.

1. Share capital
   The Company has an authorised share capital of ₦250,000,000 divided into 500,000,000 shares of 50 Kobo each of which 220,000,000 ordinary shares has been allotted, ranking parri-passu in all respects.
2. Ownership structure
   The ownership structure of the company is as follows:

6. Directors and their interest

a. Interest of the Directors (direct or indirect) in the issued shares of the company are as follows:

1. The names of the Directors at the date of this report and of those who held office during the year
   are as follows:
   Mr Stephen S Mayaki Alhaja Ayodele Kudaisi Senator Nenadi E Usman Mr Oladele Lawore

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 MARCH 2024

1. 1. Directors interest in contracts
      None of the Directors have notified the Company for the purpose of Section 301, 302 and 303 of the Companies and Allied Matters Act 2020 of any declarable interest in contracts in which the Company is involved.
2. Directors responsibility
   The Directors are responsible for the preparation of the financial statements which give a true and fair view of the affairs of the Company at the end of each financial year, and of the profit or loss for that period, and comply with Companies and Allied Matters Act 2020. In doing so, they ensure that:
   - Proper accounting records are maintained;
   - Internal control procedure are instituted which, as far as is reasonably possible, safeguard the assets and prevent and detect fraud and other irregularities;
   - Applicable financial reporting standards are followed;
   - Suitable accounting policies are adopted and consistently applied;
   - Judgments and estimates made are reasonable and prudent; and
   - The going concern basis is used, unless it is inappropriate to presume that the Company shall continue in business. In which case, the Directors must declare the correct position of the Company at the end of the financial year under consideration.
3. Property, plant and equipment
   The movements in the property, plant and equipment during the year are shown in Note 13 on page 36 and 37. The major acquisitions in the year were additions to plant and machinery. In the opinion of the Directors, the market values of the Company's assets are not lower than the value shown in the accounts.
4. Employment and employees
5. 1. Employment policies
      The Company's personnel policies are aimed at promoting good relationship with all its employees. The Company recognises and accepts its obligations to employ disabled people and does what is practicable to fulfil them.
   2. Health, safety and welfare at work
      The Company maintains a high standard health, safety and environment guideline. The Company endeavors to provide a safe working environment for its staff and requires staff to adhere to safety procedures. The Company organises safety lectures and courses on a regular basis for its employees.
   3. Employee's involvement
      To keep employees informed about matters which affect their working lives, the Company carries out a wide range of programs including briefings, regular bulletins and joint committees involving health and safety. The Company has enjoyed relative industrial harmony with its work- force throughout the period.
6. Corporate governance
   The Directors are committed to internationally recognized best practices in corporate governance. The company adopts responsible attitude towards cooperate Governance and issues of Corporate social responsibility. It conducts it business with integrity and pay due regard to the legitimate interests of all the stakeholders.
   The company is committed to best practice of procedure in Corporate Governance. Its business is conducted in a fair, honest and transparent manner which confirms to high ethical standards

REPORT OF THE DIRECTORS

FOR THE YEAR ENDED 31 MARCH 2024

1. The Board consists of four (4) Directors. The Company has a non-Executive Chairman
2. The board meetings are held quarterly. However, special emergency Board meetings are held when necessary.
3. The board takes decisions on policy matters and directs the affairs of the company, reviews its operations, financial performance and formulates growth strategy.
4. In conformity with the Code of Best Practice in Corporate Governance, the following committees have been established.

11. Audit committee

Pursuant to section 404(7) of the Companies and Allied Matters Act 2020, the Company is required to have in place an Audit Committee comprising of two directors and three shareholders. However, the Company Audit Committee comprises of the following:

1. Donations and gifts
   No donations were made during the year. (2023: Nil)
2. Auditors
   The Auditors, Messrs Nexia Agbo Abel & Co. have indicated their willingness to continue in office in accordance with Section 401 of the Companies and Allied Matters Act 2020. A resolution will be proposed authorising the Directors to determine their remuneration.
   By order of the Board

CORPORATE GOVERNANCE REPORT

FOR THE YEAR ENDED 31 MARCH 2024

CORPORATE HISTORY

Thomas Wyatt Nigeria Plc was incorporated as a private limited liability company on 18 March 1948 but commenced operations in 1949 and was made public in 1978. The Company's head office is situated at 10 Abebe Village road, Iganmu, Lagos. The principal activities of the Company are manufacturing and marketing of paper products, marketing of office equipments and writting materials. Its subsidiary only carries on rental business for now.

BOARD OF DIRECTORS

The Board holds the responsibility of governing the Company and is answerable to shareholders for generating consistent and sustainable value. Operating with total transparency, responsibility, objectivity, prudence and social responsibility, the Company strives to harmonize the interests of all stakeholders in pursuit of its corporate objectives.

The Board ensures effective and ethical guidance, defines the Company's mission, vision and corporate values and sanctions the strategy for accomplishing the organizational objectives. It also ensures the implementation of the Company's values to sustain its operations. Moreover, the Board safeguards the Company's assets and reputation through established procedures and practices. In essence, the Board of Directors supervises the Company's operations, ensuring compliance with existing regulations, Articles of Association, and sound corporate governance principles.

OFFICE OF THE BOARD OF DIRECTORS

The Chairman

The Chairman of the Board assumes a leadership role and oversees the general operation and governance of the Board. The Chairman oversees the Board's activities in collaboration with other Directors and Executive Management Committee to set the agenda and modalities for the Company. The Chairman ensures that the Board's decisions maintain a balance between operational performance and strategic objectives. This involves ensuring proper conduct during Board meetings and promoting an effective and cohesive Board dynamic.

The Chairman has a crucial role of ensuring that the Board and its Committees comprise of members with strong and relevant skills, competencies and experience. They facilitate and encourage Directors' active participation by leveraging their skills, knowledge, and expertise. Notably, the Chairman does not hold positions as Chair or member of any Board Committee.

Non-Executive Directors

Non-Executive Directors contribute their expertise to strategic and performance discussions within the Board. While they are not involved in the day-to-day management of the Company, they have unrestricted access to the Company Secretary, Internal Auditor, and other senior management. To enable their meaningful contributions, Non-Executive Directors receive comprehensive and timely information.

They offer impartial advice to the Board on various matters, ensuring that decisions consider the interests of all stakeholders. They serve as a sounding board for strategic issues within the business.

The Company Secretary

The Company Secretary upholds the governance framework's integrity and efficiently administers the Company, ensuring compliance with statutory and regulatory requirements and implementing Board decisions. They offer support, governance advice, and guidance to Directors, ensuring adherence to procedures and regulations necessary for the Board's operations. The Company Secretary reports directly to the Board.

CORPORATE GOVERNANCE REPORT

FOR THE YEAR ENDED 31 MARCH 2024

The Company Secretary coordinates the induction and training of new Directors and provides continuous education for Non-Executive Directors. They support the director selection process and assist the Chairperson and CEO in developing an annual Board Plan. Additionally, they oversee the administration of strategic matters at the Board level, including organizing meetings and accurately documenting discussions and decisions.

Meetings of the Board of Directors

During the period under review, the Board met three (3) times. The record of attendance at Board meetings in the year ended 31 March 2024 is provided below:

Meetings Dates and Attendance

Director Appointment Process

The Board ensures that Directors acquire and consistently demonstrate suitable skills and knowledge based on the Company's needs and that appointments also consider gender diversity. A robust Board Appointment and Succession Policy is in place to ensure:

• Continuity and turnover balance.
• Consistent Infusion of fresh ideas and new perspectives.
• Adequate exposure, experience and skill developments.
• Continuous performance improvement and effectiveness.
• Diversity of skills and competencies profile.
• Protection of the independence of Directors.
• Consistent framework for performance assessment.
• Safeguarding of statutory and regulatory requirements

Board Performance Evaluation

To ensure that excellent and consistent performance by the members of the Board, an independent evaluation of Board members are carried out regularly. Amongst others, the evaluation's main coverage areas include:

1. Leadership.
2. Board & Governance Structure and Operations.
3. Strategy and Business.
4. Board Dynamics and Processes.
5. Oversight of Financial Performance.
6. Risk Management & Compliance.

Both qualitative and quantitative methods assess the Board's performance and Corporate Governance practices across these elements.

CORPORATE GOVERNANCE REPORT

FOR THE YEAR ENDED 31 MARCH 2024

Key Board Skills, Expertise, and

The Board comprises members with necessary skills, competence, and expertise to contribute effectively to deliberations at Board and Committee meetings. Amongst others, some of the key competencies include:

A skills matrix summarizes the mix of skills, expertise, and competencies possessed by individual directors, enhancing corporate governance and Board effectiveness.

Induction and Continuous Development

Every Director that joins the Board undergoes a comprehensive induction and training for knowledge enrichment, company familiarisation and effective transition. The induction, usually organized by the Company Secretary, include meetings with executive management and crucial external advisors in order to have a full overview and thorough understanding of the Company's mission, vision, values, operations, strategic plan and stakeholder arrangement and management. The Directors also undergo periodic in-house strategy sessions and relevant external trainings.

Nasiru Wasiu Adeyemi

For: Chijioke Onwuka & Co

Company Secretary

FRC/2016/ICAN/00000015567