Transcorp Hotels Plc - nccg fy 2025 corporate governance report

S/No.

Items

Details

i.

Company Name

Transcorp Hotels Plc

ii.

Date of Incorporation

July 12, 1994

iii.

RC Number

248514

iv.

License Number

NA

v.

Company Physical Address

1 Aguiyi Ironsi Street, Maitama, Abuja

vi.

Company Website Address

https://www.transcorphotelsplc.com

vii.

Financial Year End

December 31st

viii.

Is the Company a part of a Group/Holding Company? Yes/No

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

Yes

Transnational Corporation Plc

ix.

Name and Address of Company Secretary

Atinuke Kolade

38, Glover Road, Ikoyi, Lagos

x.

Name and Address of External Auditor(s)

Deloitte & Touche

Civic Towers, Plot GA 1 Ozumba Mbadiwe Avenue, Victoria Island, Lagos

xi.

Name and Address of Registrar(s)

Africa Prudential Plc, 220B Ikorodu Road, Palmgrove, Lagos

xii.

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

Oluwatobiloba Ojediran Oluwatobiloba.ojediran@transcorphotelsplc.com

Tel: + 234 803 343 4062

xiii.

Name of the Governance Evaluation Consultant

Angela Aneke & Co. Ltd

xiv.

Name of the Board Evaluation Consultant

Angela Aneke & Co. Ltd

S/No.

Names of Board Members

No. of Board

No. of

Membership

Designation

Number of Committee

Number of

Meetings

Board

of Board

(Member or

Meetings Held in the

Committee

Held in the

Meetings

Committees

Chairman)

Reporting Year

Meetings

Reporting

Attended

Attended in

Year

in the

the

Reporting

Reporting

Year

Year

1

Emmanuel Nnorom

5

5

Nil

Chairman

Nil

Nil

2

*Awele V. Elumelu

5

1

Nil

Member

Nil

Nil

3

Uzo Oshogwe

5

5

FIC

Member

4

4

4

Owen D. Omogiafo

5

5

BAGC

Chairman

5

5

FIC

Member

4

4

5

**Peter Elumelu

5

5

FIC

Chairman

4

4

BAGC

Member

5

4

6

Bolanle Onagoruwa

5

5

BAGC

Member

5

5

7

Alhaji Abubakar Garba

5

5

BAGC

Member

5

5

7

Adesimbo Ukiri

5

5

FIC

Member

4

4

8

***Oluwatoyin Madein

5

1

BAGC

Member

5

1

S/No.

Names

Position Held

Gender

1

Uzo Oshogwe

MD/CEO

Female

2

Oluwatobiloba Ojediran

*Chief Finance Officer

Female

3

Atinuke Kolade

Group Company Secretary

Female

4

Stanley Chikwendu

Group Head of Legal and Regulatory Management

Male

5

Samuel Olowojoba

Head, Projects and Operations

Male

6

Peace Mokwunye

Internal Audit Manager

Female

7

Priscilla Dawan

Tax Manager

Female

8

Folakemi Adesina

Head, Human Resources

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

"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

It was last reviewed in December 2025.

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?

Name of Director

Ǫualification

Years of Experience

Emmanuel Nnorom

Chartered Accountant

43 years'

experience

Awele V. Elumelu

Bachelor of Medicine, Bachelor of Surgery

25 years'

experience

Uzo Oshogwe

BSc in Chemistry, MSc.

Information Systems Design

30 years'

experience

Owen D. Omogiafo, OON

BSc in Sociology & Anthropology, M.Sc. HRM,

AMP (LBS); CIPD; CIPM

25 years'

experience

Peter Elumelu

BSc in Business Management, MSc.

35 years'

experience

Bolanle Onagoruwa

LLB in Law and PGD in Politics and International Relations,

General

34 years'

experience

Principles

Reporting Questions

Explanation on application or deviation

Manager Prog. (Harvard Business School)

Garba Abubakar

LLB. In Law, BL

37 years'

experience

Adesimbo Ukiri

LL.B. in Law, BL

35 years'

experience

Oluwatoyin Madein

PGD in Business Administration, MBA Business Administration, PhD Management

35 years'

experience

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 diversity target of the Company has been achieved as its Board and Management are diverse in experience, skills and gender with 60% being female.

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

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

Yes

Emmanuel Nnorom -Transcorp Power Plc, Trans Afam Power Limited *, and Afam Power Plc*, Heirs Insurance Brokers Limited, Afriland Properties Plc, Heirs Holdings Limited, Avon Medical Limited, Transafam Power Limited.

Awele V. Elumelu - Avon Healthcare Limited, Heirs Holdings Limited, Heirs Insurance Brokers, Transcorp Hotels Ikoyi Limited*

Uzo Oshogwe - Afriland Properties Plc, Aura by Transcorp Hotels Limited*.

Owen D. Omogiafo, OON - Transnational Corporation Plc*, Transcorp Power Plc*, Trans Afam Power Limited*, Afam Power Plc*, and Aura by Transcorp Hotels Limited*.

Peter Elumelu - Africa Prudential Plc

Bolanle Onagoruwa- ENL Consortium Limited, Cashville Investment and Securities Limited

Garba Abubakar - None

Adesimbo Ukiri - Heirs Life Assurance limited

Oluwatoyin Madein -

No Concurrent directorship within the Transcorp Group.

* Subsidiary companies with Common

Directorship for Subsidiary Governance, Oversight and supervision.

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,

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 does not attend Board Committee meetings.

iii) Is the Chairman an INED or a NED?

The Chairman is a NED.

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

the Company? Yes/No

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

No.

v) When was he/she appointed as Chairman?

October 2018

vi) Are the roles and responsibilities of the

Chairman clearly defined? Yes/No

If yes, specify which document

Yes, the Chairman's roles, duties and

responsibilities are stated 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.

ii) Does the MD/CEO declare any conflict of interest on appointments, annually, thereafter and as they occur? Yes/No

Yes.

iii) Which of the Board Committee meetings

did the MD/CEO attend during the period under review?

The MD/CEO attended the Finance and Investment Committee as a member, and the Board Audit and Governance Committee upon invitation by the Committee as required to provide insights on matters needing additional information.

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

company? Yes/no.

If yes, please state the company(ies)?

Yes.

The MD/CEO serves as a NED in Aura by Transcorp Hotels Limited.

v) Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No

Yes

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

No.

There is no ED that supports the Managing Director.

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. There is no ED that supports the Managing Director

Principles

Reporting Questions

Explanation on application or deviation

iii) Do the EDs declare any conflict of interest

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

No. There is no ED that supports the Managing

Director

iv) Are there EDs serving as NEDs in any other

company? Yes/No

If yes, please list

No. There is no ED that supports the Managing Director

v) Are their memberships in these companies

in line with Board-approved policy? Yes/No

No. There is no ED that supports the Managing Director.

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.

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

Yes.

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

Yes.

The NEDs fill and sign Annual Declaration Forms where conflicts are declared annually or as conflict arises.

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 provided during Directors' induction and at each board meeting and strategy sessions. Also, updates are provided from time to time as necessary.

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

Standard Board and Board Committee agendas have been put in place. Standard reporting templates have also been put in place.

vi) Do NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor? Yes/No

Yes, the NEDs have unhindered access to the MD/CEO, Company Secretary and the Internal Auditor.

Principle 7: Independent Non-Executive Directors

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

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

Yes

ii) Are there any exceptions?

No.

iii) What is the process of selecting INEDs?

In line with the criteria for the appointment of INEDs as specified in the Board Charter, the Company in choosing INEDs, assesses the candidate against relevant criteria including skills, qualifications and experience, time and commitment obligations, conflicts of interest and independence. Such candidate is presented to the Board after the BAGC's assessment along with a recommendation report.

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.

Principles

Reporting Questions

Explanation on application or deviation

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 annually through the annual

declaration forms.

vii) Is the INED a Shareholder of the Company?

Yes/No

If yes, what is the percentage shareholding?

Yes, one INED holds shares in the Company. 0.00%

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?

Sitting allowance, annual fees and travel reimbursements.

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?

In-house

ii) What is the qualification and experience of

the Company Secretary?

The Company Secretary has LL.B, BL. Over 20 years of experience.

iii) Where the Company Secretary is an

employee of the Company, is the person a member of senior management?

The Company Secretary is a member of Senior Management.

iv) Who does the Company Secretary report to?

Directly to the Board via the Chairman and administratively to the Managing Director

v) What is the appointment and removal

process of the Company Secretary?

The Company Secretary is interviewed by the Board before appointment. Removal of the Company Secretary is also a Board decision based on performance.

vi) Who undertakes and approves the

performance appraisal of the Company Secretary?

The Chairman on behalf of the Board.

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, this is embedded in the Board Charter.

ii) Who bears the cost for the independent

professional advice?

The Company.

iii) During the period under review, did the

Directors obtain any independent professional advice? Yes/No

If yes, provide details.

Yes. The Board engages independent professional advisers as required. In the course of the year under review, the Board received independent advice from legal and audit firms.

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?

Draft minutes are shared by the Company Secretary with the Board ahead of meetings for review. This gives Board Members enough time to review the minutes and send comments or request for clarifications ahead of the next Board Meeting. The minutes are adopted at the next meeting.

Principles

Reporting Questions

Explanation on application or deviation

ii) What are the timelines for sending the minutes

to Directors?

At least 7 calendar days before the next meeting.

iii) What are the implications for Directors who

do not meet the Company policy on meeting attendance?

An annual attendance of seventy-five percent (75%) of all Board and Board committee meetings is a criterion for the nomination for re-election of a Director. Directors who do not meet this attendance threshold stand the risk of not being nominated for re-election.

Principle 11: Board Committees

"To ensure efficiency and effectiveness, the Board delegates some of its functions, duties and responsibilities to well-structured committees, without abdicating its responsibilities"

i) Do the Board Committees have Board-approved Charters which set out their responsibilities and terms of reference? Yes/No

Yes

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

Draft minutes are shared by the Company Secretary with Committee Members ahead of meetings for review. This gives Committee Members enough time to review the minutes and send comments or request for clarifications ahead of the next Committee Meeting. The minutes are adopted at the next meeting.

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

At least 7 calendar days before the next meeting.

iv) Who acts as Secretary to board committees?

The Company Secretary

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

   1. Nomination and Governance

   2. Remuneration

   3. Audit

   4. Risk Management

1. The Board Audit & Governance Committee is responsible for nominations, governance, audit, remuneration.

2. The Finance and Investment Committee is responsible for finance, investment, other general matters and risk management.

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

As per the Board Charter, appointment is done by the Board Chairman.

Committee responsible for Nomination and Governance

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

2 INEDs to 2 NEDs

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

The Chairman is a NED.

ix) Does the Company have a succession plan policy? Yes/No

If yes, how often is it reviewed?

Yes, the Company has a Succession Policy. Reviews are scheduled for every 3 years but the succession plan is presented annually.

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

Reviews are scheduled for every 3 years.

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

The Committee reports on its activities to the Board via written reports of their meetings which

Principles

Reporting Questions

Explanation on application or deviation

is presented by each Committee Chairman at

Board meetings.

Committee responsible for Remuneration

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

2 INED to 2 NEDs

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

NED

Committee responsible for Audit

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

Yes.

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

Yes

xvi) What are their qualifications and experience?

Accounting, Finance, and Business Administration.

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

Owen Omogiafo

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

Ǫuarterly, at the Committee's quarterly

meetings.

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?

Review of reports received from the independent auditor by both the Internal and External auditors. In addition, an external assessment of the internal control framework is undertaken every three (3) years.

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 implementation status of the Management Letter recommendations and key audit matters along with management responses are presented by the Internal Auditor to the BAGC quarterly once the report is issued by the External Auditors. The outstanding exceptions and actions arising are also tracked by the BAGC until satisfactorily resolved.

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

Yes

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?

The Audit Committee held discussions with the Internal Audit Manager four times, and with the external auditors twice for the period under review.

Committee responsible for Risk Management

xxiv)Is the Chairman of the Risk Committee a NED or an INED?

The Chairman is a NED.

Principles

Reporting Questions

Explanation on application or deviation

xxv) Is there a Board approved Risk

Management framework? Yes/No?

If yes, when was it approved?

Yes.

It was approved on March 5, 2024.

xxvi)How often does the Committee review the

adequacy and effectiveness of the Risk Management Controls in place?

Date of last review

Ǫuarterly.

10th October, 2025

xxvii) Does the Company have a Board-

approved IT Data Governance Framework? Yes/No

If yes, how often is it reviewed?

Yes.

It is reviewed every three years.

xxviii) How often does the Committee receive

and review compliance report on the IT Data Governance Framework?

Ǫuarterly

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 CFO is also the CRO, and she is a member of Senior Management.

xxx) How many meetings of the Committee did

the CRO attend during the period under review?

The CRO attended all 4 Committee meetings 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"

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

Yes,

ii) What criteria are considered for their appointment?

1. Individuals who are business savvy, of high integrity and with an absence of conflict of interest.

2. The individuals possess shareholder orientation and a genuine interest in the Company.

3. The individuals possess a range of qualifications, experience, skills, and expertise which will benefit the Company including the sector industry experience in the relevant company's sector of operations, an understanding of risk management processes, strategic skills, amongst others.

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

In line with the Board charter, the Board's process for ascertaining that prospective Directors are fit and proper persons is as follows:

• Once a suitable candidate for appointment as a Director is identified, the BAGC assesses that candidate against relevant criteria including skills, qualifications and experience, time and commitment obligations, conflicts of interest and independence, as applicable.

• Such candidate(s) shall be presented to the Board after the BAGC's assessment along with a recommendation report.

• The Board then assesses the candidates based on the BAGC's recommendation and appoints the Director.

1. Is there a defined tenure for the following:

   1. The Chairman

   2. The MD/CEO

Yes.

Principles

Reporting Questions

Explanation on application or deviation

1. INED

2. NED

3. EDs

v) Please state the tenure

• NEDS have 3 terms of 3 years each. These tenures may be extended subject to the approval of the Board.

• INEDs have 3 terms of 3 years.

vi) Does the Board have a process to ensure that

it is refreshed periodically? Yes/No?

Yes,

Principle 13: Induction and Continuing Education

"A formal induction programme on joining the Board as well as regular training assists Directors to effectively discharge their duties to the Company"

i) Does the Board have a formal induction programme for new directors? Yes/No

Yes.

ii) During the period under review, were new Directors appointed? Yes/No

If yes, provide date of induction.

Yes. Appointed on 12th Dec 2025

Induction was conducted for the new Director on the 27th of January 2026.

iii) Are Directors provided relevant training to

enable them effectively discharge their duties? Yes/No

If yes, provide training details.

Yes.

In the year under review, Directors were trained on the following topics respectively:

• Understanding and Navigating Nigeria's New

  Tax Landscape

• Sustainability: IFRS Scope 1 (S1) & Scope 2 (S2)

• Transcorp Group ESG Strategy Roadmap (2025 - 2027)

• AI & The Board - What AI means for Board Oversight & Accountability

iv) How do you assess the training needs of

Directors?

Training needs are assessed on an ongoing basis and take into consideration the improvement areas identified from the board evaluation, the strategic direction of the Company, changes in the regulatory environment, etc.

v) Is there a Board-approved training plan?

Yes/No

Yes

vi) Has it been budgeted for? Yes/No

Yes

Principle 14: Board Evaluation

"Annual Board evaluation assesses how each Director, the committees of the Board and the Board are committed to their roles, work together and continue to contribute effectively to the achievement of the Company's objectives"

i) Is there a Board-approved policy for evaluating Board performance? Yes/No

Yes.

ii) For the period under review, was there any Board Evaluation exercise conducted? Yes/No

Yes

iii) If yes, indicate whether internal or external. Provide date of last evaluation.

External. The last evaluation was conducted for the 2025-year end.

iv) Has the Board Evaluation report been presented to the full Board? Yes/No

If yes, indicate date of presentation.

Yes. The 2025 Board Evaluation report was presented to the Board at the Board meeting held in January 2026.

Principles

Reporting Questions

Explanation on application or deviation

v) Did the Chairman discuss the evaluation

report with the individual directors? Yes/No

Yes

vi) Is the result of the evaluation for each Director

considered in the re-election process?

Yes/No

Yes

Principle 15: Corporate Governance Evaluation

"Institutionalizing a system for evaluating the Company's corporate governance practices ensures that its governance standards, practices and processes are adequate and effective"

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

If yes, provide date of the evaluation.

Yes, the evaluation was conducted for the 2025-year end.

ii) Is the result of the Corporate Governance

Evaluation presented and considered by the Board? Yes/No

Yes.

iii) If yes, please indicate the date of last

presentation.

The 2025 Corporate Governance Evaluation was presented to the Board at the Board meeting held in January 2026.

iv) Is the summary of the Corporate Governance

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

Yes.

Principle 16: Remuneration Governance

"The Board ensures that the Company remunerates fairly, responsibly and transparently so as to promote the 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 remuneration policy is included in the Board charter which is reviewed by the Board every 3 years or as the need arises.

ii) Provide details of directors' fees, allowances

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

Sitting allowance, annual fees, travel reimbursement.

iii) Is the remuneration of NEDS presented to

shareholders for approval? Yes/No

If yes, when was it approved?

Yes.

It was last approved on April 3, 2025.

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.

Performance of executive management is linked to bonus which is only paid as remuneration upon achieving set performance targets.

vi) Has the Board set KPIs for Executive

Management? Yes/No

Yes.

vii) If yes, was the performance measured

against the KPIs? Yes/No

Yes.

viii) Do the MD/CEO, EDs and Company

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

No

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

x) Is there a Board-approved clawback policy

for Executive management? Yes/No

If yes, attach the policy.

No. A clawback policy was not required by previous Codes and our business operating model does not require it.

Principles

Reporting Questions

Explanation on application or deviation

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?

Monthly

iii) How often does the board receive and

review risk management reports?

Ǫuarterly

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.

ii) Does the company have a Board-approved

internal audit charter? Yes/No

Yes.

iii) Is the head of internal audit a member of

senior management? Yes/No

Yes.

iv) What is the qualification and experience of

the head of internal audit?

The Internal Audit Manager is a certified Information System Auditor (CISA), and a member of the Information Systems Audit and Control Association (ISACA) and the Association of Chartered Certified Accountants (ACCA) with a BSc in Accounting.

v) Does the company have a Board-approved

annual risk-based internal audit plan? Yes/No

Yes

vi) Does the head of the internal audit function

report at least once every quarter to the committee responsible for audit, on the adequacy and effectiveness of management, governance, risk and control environment; deficiencies observed and management mitigation plans? Yes/No

Yes.

vii) Is there an external assessment of the

effectiveness of the internal audit function at least once every three years by a qualified independent reviewer appointed by the Board? Yes/No

If yes, when was the last assessment?

Yes. The last assessment was carried out in December 2023.

viii) Who undertakes and approves the

performance evaluation of the Head of Internal Audit?

The Chairman/the Board on the recommendation of the Board Audit and Governance 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. The policy was last reviewed on July 8, 2022.

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 Company maintains dedicated whistleblowing channels that are accessible to all stakeholders ensures anonymity and protects whistleblowers. Whistleblowing is reported quarterly to the Board through the Board Audit and Governance Committee.

Principles

Reporting Questions

Explanation on application or deviation

1. Is the Audit committee provided with the

   following reports on a periodic basis?

   1. Reported cases

   2. Process and results of Investigated cases

Yes, at every meeting of the Committee in each

quarter.

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?

The Board through the Board Audit and Governance Committee.

ii) Who approves the appointment, re-

appointment, and removal of External Auditors?

The shareholders as recommended by the Board.

iii) When was the first date of appointment of the

External auditors?

April 28, 2020.

iv) How often are the audit partners rotated?

The audit partners are 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?

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"

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?

Yes. A policy on shareholder engagement is embedded in the Board Charter policy, it was last reviewed in December 2025, and the policy is hosted on the Company's website.

An external communication policy that deals with stakeholder communication and a complaint management policy also exist.

ii) How does the Board engage with Institutional

Investors and how often?

Engagement is done via AGM. The Company also engages via investor conferences and analysts parleys on a quarterly basis with the reports provided to 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"

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

Yes

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

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

Yes.

The COBE is applicable to all the listed persons.

ii) When was the date of last review of the

policy?

It was last reviewed on November 19, 2024.

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?

No instance of non-compliance was noted.

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 Code of Conduct and Ethics Policy was last reviewed on November 19, 2024.

In February 2023, a Securities Trading Policy was approved by the Board with a next review date scheduled for February 2026.

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)

Yes,

1. It was last reviewed in February, 2023

2. Through periodic disclosures at Board meetings and in the annual report.

3. The policy is applicable to all listed persons.

iii) How does the Board ensure adequate

disclosure of Related Party Transactions by the responsible parties?

The Board ensures adequate disclosure through constant monitoring by Executive Management, the BAGC, regular reports received at its meetings and disclosures included in the Annual Report.

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?

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

      1. Senior management

      2. Other employees (Specify)

Yes, this is embedded in the Code of Conduct and Ethics policy. It was last reviewed on November 19, 2024.

Compliance report for the policy is presented at Board meetings.

The policy is applicable to all the listed persons.

Principles

Reporting Questions

Explanation on application or deviation

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?

Yes. It was last reviewed on February 18, 2024.

ii) How does the Board monitor compliance

with the policy?

This is monitored through the Internal Auditor's report and the CEO's report which are presented to the Board on a quarterly basis along with enquiries made by the Directors at such meetings.

iii) How does the Board report compliance

with the policy?

This is reported in the Annual Report.

iv) Is there a Board-approved policy on

diversity in the workplace? Yes/No

If yes, when was it last reviewed?

Yes, The policy was last reviewed in February 2024.

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

https://transcorphotels.com/investor-relations/

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.

No.