And company plc.-nccg 2025 corporate governance report

S/No.

Items

Details

i.

Company Name

TRIPPLE GEE & COMPANY PLC

ii.

Date of Incorporation

APRIL 1980

iii.

RC Number

RC32706

iv.

License Number

v.

Company Physical Address

9 KAREEM GIWA STREET, ABULE OSUN. LAGOS

vi.

Company Website Address

https://WWW.TRIPPLEGEE.COM

vii.

Financial Year End

31ST MARCH

viii.

Is the Company a part of aGroup/Holding Company?

Yes/No

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

NO

ix.

Name and Address of Company Secretary

MELVINE & CO. 312 MURTALA MOHAMMED WAY. YABA.

x.

Name and Address of External Auditor(s)

TOPE KUYORO & CO (CHARTERED ACCOUNTANTS), 52 COKER ROAD, ILUPEJU. LAGOS

xi.

Name and Address of Registrar(s)

GTL REGISTRARS LTD, 274 MURTALA MOHAMMED WAY, EBUTE METTA

xii.

Investor Relations Contact Person

(E-mail and Phone No.)

NO

xiii.

Name of the Governance Evaluation Consultant

NO

xiv.

Name of the Board Evaluation Consultant

NO

S/No.

Names

Position Held

Gender

1

MRS ADEBIMPE GIWA

MD

FEMALE

2

MRS BLESSING ONWUBUARIRI

GM

FEMALE

3

MR UCHE IBE

DGM

MALE

4

MR IBRAHIM AKINTAN

HOF

MALE

5

MR MICHAEL HASSAN

INTERNAL AUDITOR

MALE

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 whichis responsible for

providingentrepreneurial and strategic leadershipas well as promoting ethical culture and responsiblecorporatecitizenship. As a link between stakeholders and the Company, the

Board is toexercise oversight and control to ensure thatmanagementacts in the best interest of the shareholders and otherstakeholderswhile 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?

NONE YET. THE ESTABLISHMENT HAS PROPOSED ONE

Principle 2: Board Structure and Composition

"The effective discharge of the responsibilities of the Boardand its committees is assured by an appropriate balance of skills anddiversity (includingexperience and gender)

withoutcompromisingcompetence, independence and integrity "

i) What are the qualifications and experiences of the directors?

ALL GRADUATES/PROFESSIONALS WITH VERSE CORPORATE 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 BOARD REFLECTS GENDER AND POLITICAL DIVERSITY

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

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

YES

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 overallleadership of the Company and the Board, and eliciting theconstructiveparticipation of all Directors to facilitate effectivedirection 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

iii) Is the Chairman an INED or a NED?

NED

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

the Company? Yes/No

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

NO

v) When was he/she appointed as

Chairman?

NO

vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No

If yes, specify which document

YES

LETTER OF APPOINTMENT

Principles

Reporting Questions

Explanation on application or deviation

Principle 4: Managing Director/ Chief Executive Officer

"The Managing Director/Chief Executive Officer is the headof management delegated by the Board to run the affairs of theCompany 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

LETTER OF APPOINTMENT

ii) Does the MD/CEO declare any conflict of interest on appointment, 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?

FINANCE & GENERAL& PURPOSE COMMITTEE

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

other company? Yes/no.

If yes, please state the company(ies)?

YES

TRU-DATA LTD

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

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?

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

NO

iv) Are there EDs serving as NEDs in any other

company? Yes/No

If yes, please list

NO

v) Are their memberships in these

companies in line with Board-approved policy? Yes/No

NO

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

LETTER OF APPOINTMENT

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

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

AS OFTEN AS THEY OCCUR AND AT BOARD MEETING

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

TO GUIDE THEM ON DECISION MAKING WHILE SERVING ON THE BOARD

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

YES

Principles

Reporting Questions

Explanation on application or deviation

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?

THROUGH RECRUITMENT CONSULTANTS/NOMINATIONS BY STAKEHOLDERS

iv) Do the INEDs have letters of appointment

specifying their duties, liabilities and terms of engagement? Yes/No

YES

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

YES

vi) Does the Board ascertain and confirm

the independence of the INEDs? Yes/No

If yes, how often? What is the process?

YES

vii) Is the INED a Shareholder of the Company? Yes/No

If yes, what is the percentage shareholding?

NO

viii) Does the INED have another relationship

with the Company apart from directorship and/or

shareholding?Yes/No If yes, provide details.

NO

ix) What are the components of INEDs remuneration?

SITTING ALLOWANCE & DIRECTORS STATUTORY FEES

Principle 8: Company Secretary

"The Company Secretary support the effectiveness of the Board by assisting the Board and management to develop good corporate governance 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?

PRACTISING ATTORNEY WITH OVER 40YEARS EXPERIENCE AND PROFESSIONAL CERTIFICATION

iii) Where the Company Secretary is an

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

NO

iv) Who does the Company Secretary report to?

THE BOARD OF DIRECTORS

v) What is the appointment and removal

process of the Company Secretary?

TERMINATION OR RESIGNATION

vi) Who undertakes and approves the

performance appraisal of the Company Secretary?

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

APPROVAL IS GIVEN AT THE BOARD MEETING AND DOCUMENTED IN BOARD MINUTES

ii) Who bears the cost for the independent professional advice?

THE COMPANY

iii) During the period under review, did the Directors obtainany independent professional advice?Yes/No

If yes, provide details.

NO

Principles

Reporting Questions

Explanation on application or deviation

Principle 10: Meetings of the Board

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

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

MINUTES ARE DISTRIBUTED TO BOARD MEMBERS. READ AT MEETING AND AMENDED.

ii) What are the timelines for sending the

minutes to Directors?

ONE WEEK

iii) What are the implications for Directors who do not meet the Company policy on meeting attendance?

REMOVAL VIA VOTING AT GENERAL MEETING BY SHAREHOLDERS

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?

VIA MOTION MOVED BY A BOARD COMMITTEE MEMBER IN ATTENDANCE AT THE SAID MEETING

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

ONE WEEK

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

FINANCE AND GENERAL-PURPOSE COMMITTEE

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

APPOINTMENT MADE BY THE BOARD

Committee responsible for Nomination and Governance

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

1-4

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

NED

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

If yes, how often is it reviewed?

NO

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

NO

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

MINUTES OF COMMITTEE MEETINGS ARE REVIED BY THE BOARD

Committee responsible for Remuneration

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

1 - 4

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

Principles

Reporting Questions

Explanation on application or deviation

xv) Are members of the Committee

responsible for Audit financially literate?

Yes/No

YES

xvi) What are their qualifications and

experience?

FINANCIAL LITERATE WITH ACCOUNTING

KNOWLEDGE BACKGROUND

xvii) Name the financial expert(s) on the

Committee responsible for Audit

ALH WALE SONAIKE

xviii) How often does the Committee

responsible for Audit review the internal auditor's reports?

QUARTERLY

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?

YES

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

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?

2

Committee responsible for Risk Management

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

NED

xxv) Is there a Board approved Risk

Management framework? Yes/No?

If yes, when was it approved?

NO

xxvi) How often does the Committee review the adequacy and effectiveness of the Risk Management Controls in place?

Date of last review

BI-ANNUALLY

xxvii) Does the Company have a Board-

approved ITData 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 ITData Governance Framework?

ANNUALLY

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

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

YES

xxx) How many meetings of the Committee did the CRO attend during the period under review?

NO

Principles

Reporting Questions

Explanation on application or deviation

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

NO

ii) What criteria are considered for their

appointment?

QUALIFICATION/EXPERIENCE

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

VETTING OF DETAILS OF NOMINEESHH

1. Is there a defined tenure for the following:

   1. The Chairman

   2. The MD/CEO

   3. INED

   4. NED

   5. EDs

2YRS NO

2 YRS

v) Please state the tenure

10YRS

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

NO

ii) During the period under review, were new

Directors appointed? Yes/No

If yes, provide date of induction.

NO

iii) Are Directors provided relevant training to

enable them effectively discharge their duties? Yes/No

If yes, provide training details.

NO

iv) How do you assess the training needs of

Directors?

NO

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

NO

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.

iv) Has the Board Evaluation report been

presented to the full Board? Yes/No

If yes, indicate date of presentation.

NO

v) Did the Chairman discuss the evaluation

report with the individual directors? Yes/No

NO

vi) Is the result of the evaluation for each

Director considered in the re-election process? Yes/No

NO

Principle 15: Corporate Governance Evaluation

"Institutionalizing a system for

evaluating the Company's

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

If yes, provide date of the evaluation.

NO

Principles

Reporting Questions

Explanation on application or deviation

corporate governance practices

ensures that its governance standards, practices and processes are adequate and effective"

ii) Is the result of the Corporate Governance

Evaluation presented and considered by the Board? Yes/No

NO

iii) If yes, please indicate the date of last

presentation.

NO

iv) Is the summary of the Corporate Governance Evaluation included in the annual reports and Investors portal? Yes/No

NO

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

ii) Provide details of directors' fees,

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

CHAIRMAN N300,000.00 MEMBERS N250,000.00

iii) Is the remuneration of NEDS presented to

shareholders for approval? Yes/No

If yes, when was it approved?

YES

iv) What portion of the NEDs remuneration is linked to company performance?

NONE

v) Is there a Board-approved remuneration

policy for Executive and Senior management? Yes/No

If yes, to what extent is remuneration linked to company performance?

YES

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

MD RECEIVES SITTING ALLOWANCE BUT THE SECRETARY DOES NOT.

1. Which of the following receive sitting allowance and/or fees:

   1. MD/CEO

   2. ED

   3. Company Secretary

   4. Other Senior management staff

MD/CEO

x) Is there a Board-approved clawback

policy for Executive management? Yes/No

If yes, attach the policy.

NO

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

NO

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

ANNUALY

iii) How often does the board receive and

review risk management reports?

ANNUALLY

Principle 18: Internal Audit

"An effective internal audit function provides assurance to the Board on the effectiveness of the

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

Principles

Reporting Questions

Explanation on application or deviation

governance, risk management and

internal control systems"

ii) Does the company have a Board-

approved internal audit charter?Yes/No

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?

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?

NO

viii) Who undertakes and approves the

performance evaluation of the Head of Internal Audit?

THE BOARD

Principle 19: Whistleblowing

"An effective whistle-blowing framework for reporting any illegal or unethical behaviourminimises 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

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

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

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 OF DIRECTORS

ii) Who approves the appointment, re-

appointment, and removal of External Auditors?

THE BOARD OF DIRECTORS

iii) When was the first date of appointment of

the External auditors?

MARCH, 2024

iv) How often are the audit partners rotated?

NO

Principle 21: General Meetings

"General Meetings are important platforms for the Board toengageshareholders to facilitate greater understanding of the

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

YES

Principles

Reporting Questions

Explanation on application or deviation

Company's business,governance

andperformance. They provide

shareholders with anopportunity to exercise their ownership rightsand express their views to the Board on any areas of interest"

respond to Shareholders' enquiries at the

last meeting? Yes/No

Principle 22: Shareholder Engagement

"The establishment of a system of regular dialogue withshareholders balance their needs, interests and expectations with theobjectives 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

ii) How does the Board engage with Institutional Investors and how often?

NO

Principle 23: Protection of Shareholder Rights

"Equitable treatment of shareholders and the protection oftheir statutory and general rights,particularly the interest of minorityshareholders, promote good governance"

1. 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

"The establishment of professional business and ethicalstandards underscore the values for the protection and enhancementof the reputation of the Company while promoting good conduct andinvestor confidence"

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

   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

NO

NO

NO

ii) When was the date of last review of the

policy?

NO

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?

NO

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

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

ii) Does the company have a Board approved policy on related party transactions? Yes/No

If yes:

NO

Principles

Reporting Questions

Explanation on application or deviation

ethical conduct and investor

confidence"

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)

iii) How does the Board ensure adequate disclosure of Related Party Transactions by the responsible parties?

NO

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

MARCH SITTING

REVIEWED AT NEXT BOARD MEETING

YES

Principle 26: Sustainability

"Paying adequate attention to sustainability issues including environment, social, occupational and community health and safety ensures successful long-term business performance and projects the Company as a responsible corporate citizen contributing to economic development"

i) Is there a Board-approved sustainability policy? Yes/No

If yes, when was it last reviewed?

NO

ii) How does the Board monitor

compliance with the policy?

NO

iii) How does the Board report compliance with the policy?

NO

iv) Is there a Board-approved policy on

diversity in the workplace? Yes/No

If yes, when was it last reviewed?

YES. JAN 2025

Principle 27: Stakeholder Communication

"Communicating and interacting with stakeholders keeps them conversant with the activities of the Company and assists themin making informed decisions"

i) Is there a Board-approved policy on stakeholder management and communication? Yes/No

NO

ii) Does the Company have an up-to-date

investor relation portal? Yes/No

If yes, provide the link.

YES. https://www.tripplegee.com

Principle 28: Disclosures

"Full and comprehensive disclosure

of all matters material to

investors and stakeholders, and of matters set out in this Code,

ensures proper monitoring of its implementation which engenders

good corporate governance

practice"

i) Does the company's annual report include a summary of the corporate governance report? Yes/No

YES

ii) Has the company been fined by any regulator during the reporting period? Yes/No

If yes, provide details of the fines and penalties.

NO