Corporate governance report 2025

S/No.

Items

Details

1.

Company Name

UAC OF NIGERIA PLC

2.

Date of Incorporation

APRIL 22, 1931

3.

RC Number

341

4.

License Number

IT IS NOT A REQUIREMENT FOR THE COMPANY

5.

Company Physical Address

UAC HOUSE, 1-5 ODUNLAMI STREET, LAGOS

6.

Company Website Address

https://www.uacnplc.com

7.

Financial Year End

DECEMBER 31

8.

Is the Company a part of a Group/Holding Company? Yes/No If yes, please state the name of the Group/Holding Company

YES

THE COMPANY IS ITSELF A HOLDING COMPANY

9.

Name and Address of Company Secretary

AYOMIPO WEY OF 1-5 ODUNLAMI STREET, LAGOS

10.

Name and Address of External Auditor(s)

KPMG PROFESSIONAL SERVICES OF BISHOP ABOYADE COLE STREET, VICTORIA ISLAND, LAGOS

11.

Name and Address of Registrar(s)

AFRICA PRUDENTIAL PLC

220B IKORODU ROAD, PALMGROVE, LAGOS

12.

Investor Relations Contact Person

(E-mail and Phone No.)

FUNKE IJAIYA-OLADIPO

investorrelations@uacnplc.com

+234 906 269 2908

13.

Name of the Governance Evaluation Consultant

AYOMIPO WEY

14.

Name of the Board Evaluation Consultant

AYOMIPO WEY

S/No.

Names of Board Members

Designation (Chairman, MD, INED,

NED, ED)

Gender

Date First Appointed/ Elected

1.

MR. KHALIFA BIOBAKU

CHAIRMAN

MALE

MARCH 29 2022

2.

MR. FOLASOPE AIYESIMOJU

MD

MALE

MARCH 28 2018

3.

MR. ADEBOLANLE BADEJO

ED

MALE

JULY 28 2023

4.

MRS. BABAFUNKE IJAIYA-OLADIPO

ED

FEMALE

JULY 28 2021

5.

MRS. SUZANNE IROCHE

INED

FEMALE

AUGUST 1 2019

6.

MR. KARL TORIOLA

INED

MALE

JANUARY 1 2020

7.

MS. OBI JAMES

INED

FEMALE

MARCH 1 2025

8.

MRS. AMINA MUHTAR

INED

FEMALE

MARCH 1 2025

S/No.

Names of Board Members

No. of Board Meetings Held in the Reporting Year

No. of Board Meetings Attended in the Reporting Year

Membership of Board Committees

Designation (Member or Chairman)

Number of Committee Meetings Held in the Reporting Year

Number of Committee Meetings Attended in the Reporting Year

1.

MR. KHALIFA BIOBAKU

9

9

NOT A MEMBER OF ANY COMMITTEE

CHAIRMAN

NOT A MEMBER OF ANY COMMITTEE

NOT A MEMBER OF ANY COMMITTEE

2.

MR. FOLASOPE AIYESIMOJU

9

9

RISK MANAGEMENT COMMITTEE

MEMBER

4

4

3.

MR. ADEBOLANLE BADEJO

9

9

NOT A MEMBER OF ANY COMMITTEE

NOT A MEMBER OF ANY COMMITTEE

NOT A MEMBER OF ANY COMMITTEE

NOT A MEMBER OF ANY COMMITTEE

4.

MRS. BABAFUNKE IJAIYA-OLADIPO

9

9

NOT A MEMBER OF ANY COMMITTEE

NOT A MEMBER OF ANY COMMITTEE

NOT A MEMBER OF ANY COMMITTEE

NOT A MEMBER OF ANY COMMITTEE

5.

MRS. SUZANNE IROCHE

9

9

RISK MANAGEMENT COMMITTEE

CHAIRMAN

4

4

GOVERNANCE & REMUNERATION COMMITTEE

MEMBER

2

2

STATUTORY AUDIT COMMITTEE

MEMBER

4

3 (representing

100% of meetings since she became a member)

6.

MR. KARL TORIOLA

9

4

GOVERNANCE & REMUNERATION COMMITTEE

CHAIRMAN

2

2

7.

MRS. OBI JAMES

9

9

GOVERNANCE & REMUNERATION COMMITTEE

MEMBER

2

2

8.

MRS. AMINA MUHTAR

9

9

RISK MANAGEMENT COMMITTEE

MEMBER

4

4

STATUTORY AUDIT COMMITTEE

MEMBER

4

4

S/No.

Names

Position Held

Gender

1.

MR. FOLASOPE AIYESIMOJU

GROUP MANAGING DIRECTOR

MALE

2.

MRS. FUNKE IJAIYA-OLADIPO

GROUP FINANCE DIRECTOR

FEMALE

3.

MR. ADEBOLANLE BADEJO

GROUP INVESTMENT DIRECTOR

MALE

4.

MS. AYOMIPO WEY

COMPANY SECRETARY/GROUP GENERAL COUNSEL

FEMALE

5.

MRS. QUEENETTE DUROSINMI-ETTI

CHIEF OPERATING OFFICER

FEMALE

6.

MR. TUNJI RABIU

GROUP INTERNAL AUDITOR

MALE

7.

MRS. NNEKA CHIME

CHIEF STRATEGY AND OPERATIONS OFFICER

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"

1. 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, the Board has an approved charter which sets out the responsibilities and terms of reference for Directors.

The Board Charter was last reviewed on 28 July 2023.

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 "

1. What are the qualifications and experiences of the directors?

The Directors are seasoned professionals with expertise spanning various fields, including legal and regulatory, banking, finance, private equity, investment, business and commercial operations, strategic leadership and governance, environmental management, accounting, and

telecommunications.

2. 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 policy was revised and approved by the Board in October 2024.

There is strong female representation within Middle and Senior Management, as well as at Board level across the UAC group.

3. Are there directors holding concurrent directorships? Yes/No

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

Yes

Please See Attached Schedule

4. 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

None of the Executive Directors chairs any of the Board Committees.

Principle 3: Chairman

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

1. Is the Chairman a member or chair of any of the Board Committees? Yes/no

If yes, list them.

No

The Chairman does not Chair and is not a member of any Committee.

2. 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.

3. Is the Chairman an INED or a NED?

The Chairman is a NED.

Principles

Reporting Questions

Explanation on application or deviation

effective direction of the

Board"

4. 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 not a former MD/CEO or ED of the Company.

5. When was he/she appointed as Chairman?

March 2022

6. Are the roles and responsibilities of the

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

Yes.

The Board Charter incorporates by reference the duties and responsibilities of the Chairman as outlined in Section 3.4 of the Nigerian Code of Corporate Governance, 2018.

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"

1. 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 Group Managing Director has a contract of employment. Additionally, the Board Charter provides for the functions and responsibilities of the Group Managing Director to include those stated in Section 4.4 of NCCG 2018.

2. Does the MD/CEO declare any conflict of

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

Yes.

The Group Managing Director fills and submits a conflict-of-interest confirmation form annually.

3. Which of the Board Committee meetings did

the MD/CEO attend during the period under review?

The Group Managing Director was present at all the

Board Risk Management Committee Meetings as a member.

Additionally, the Group Managing Director was in attendance at all the Governance and Remuneration Committee meetings to present reports to the Committee.

4. Is the MD/CEO serving as NED in any other

company? Yes/no.

If yes, please state the company(ies)?

Yes.

1. Juven Holdings

2. Themis Capital Management

3. Themis Consulting Services

4. TCM Beta Sidecar 1

5. Am & P Advisory Services

6. Foodpro Limited

7. UPDC PLC

8. UAC Foods Limited

9. UAC Restaurants Limited

10. Grand Cereals Limited

11. Chemical And Allied Products PLC

12. C.H.I. Limited

13. UAC Food and Beverage Company Limited

The last 7 companies above are subsidiaries and associate companies of UAC of Nigeria PLC and the Group Managing Director's membership on those Boards are necessary for the proper discharge of his responsibilities.

5. Is the membership of the MD/CEO in these

companies in line with the Board-approved policies? Yes/No

Yes, the Group Managing Directors' membership on

the Boards of other companies does not create any conflicts of interest.

Principle 5: Executive Directors

Executive Directors support the Managing

Director/Chief

Executive Officer in the operations and

1. Do the EDs have contracts of employment? Yes/no

Yes. All executive directors have letters of employment issued by the company.

2. If yes, do the contracts of employment set out the roles and responsibilities of the EDs? Yes/No

If no, in which document are the roles and responsibilities specified?

Yes, the contract of employment states their roles and responsibilities.

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

Yes. Executive Directors fill and submit Conflict of Interest confirmation forms annually.

Principles

Reporting Questions

Explanation on application or deviation

management of the

Company

4. Are there EDs serving as NEDs in any other

company? Yes/No If yes, please list

See 4 above in respect of the Group

Managing Director.

The Group Investment Director also serves as NED in:

1. Chemical and Allied Products PLC **

2. Livestock Feeds PLC **

3. Grand Cereals Limited**

4. UAC Foods Limited**

5. MDS Logistics Limited**

6. C.H.I. Limited**

7. UAC Food and Beverage Company Limited**

He also serves as the Executive Vice Chairman of UAC Restaurants Limited, a subsidiary of UAC of Nigeria PLC

The Group Finance Director serves as a NED in:

1. UAC Foods Limited**;

2. Grand Cereals Limited**

3. C.H.I. Limited**

4. UAC Food and Beverage Company Limited**, and

5. Sponsors For Educational Opportunity Africa

** the asterisked companies above are subsidiaries or associate companies of UAC of Nigeria PLC and the EDs' memberships on those boards are necessary

for the proper discharge of their responsibilities.

5. Are their memberships in these companies

in line with Board-approved policy? Yes/No

Yes.

The Executive Directors memberships on the boards of other companies do not create any conflicts of interest.

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

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

Yes.

They are documented in their Appointment Letters and in the Board Charter.

2. Do the NEDs have letters of appointment specifying their duties, liabilities and terms

of engagement? Yes/No

Yes, their letter of appointment specifies their duties, liabilities and terms of their engagement.

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

Yes. This is declared annually.

4. 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.

Management Updates are provided to NEDs at least quarterly.

5. What is the process of ensuring completeness and adequacy of the information provided?

At the end of the preceding year, Management sets out the Company's plans for the succeeding year and provides regular reports and updates on progress throughout the year.

6. 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 the Group Internal Auditor.

Principle 7: Independent Non-Executive Directors

Independent Non-Executive Directors bring a high degree of objectivity to the Board for sustaining

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

Yes

This is re-confirmed annually.

2. Are there any exceptions?

There are no exceptions.

3. What is the process of selecting INEDs?

The Governance and Remuneration Committee oversees the process of identifying and

Principles

Reporting Questions

Explanation on application or deviation

stakeholder trust and

confidence"

recommending suitable candidates by assessing

existing competencies against required skills, conducting interviews, and presenting its recommendations to the board. The board, in turn, makes recommendations to the shareholders at a general meeting, where the final decision is made.

For casual vacancies arising before a general meeting, the board may fill such positions through a resolution based on the committee's recommendations.

As outlined in the charter governing the director appointment process, recruitment or search firms may also be engaged when considered appropriate.

4. Do the INEDs have letters of appointment

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

Yes, the INEDs have letters of employment that

specify their duties and terms of engagement. In addition, their duties are set out in the Board Charter.

5. Do the INEDs declare any conflict of interest

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

Yes, they fill and submit conflict of interest

confirmation forms annually.

6. Does the Board ascertain and confirm the

independence of the INEDs? Yes/No If yes, how often?

What is the process?

Yes, this is confirmed annually. A Questionnaire Is

filled out by the INEDS. The completed questionnaire is then assessed by the Company Secretary, the Governance and Remuneration Committee, and the Board.

7. Is the INED a Shareholder of the Company?

Yes/No

If yes, what is the percentage shareholding?

No

8. Does the INED have another relationship

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

If yes, provide details.

No

9. What are the components of INEDs

remuneration?

1. Director's Fees

2. Sitting Allowance

3. Flight Ticket

4. Passage Allowance

5. Company Product Allowance

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"

1. Is the Company Secretary in-house or outsourced?

In-House

2. What is the qualification and experience of

the Company Secretary?

LLB; BL; LLM

3. Where the Company Secretary is an

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

Yes

4. Who does the Company Secretary report to?

The Company Secretary reports on functional matters to the Board through the Chairman, and on administrative and other matters to the Group Managing Director.

5. What is the appointment and removal

process of the Company Secretary?

The Appointment and Removal of the Company

Secretary is in line with section 333 of the Companies and Allied Matters Act (CAMA), 2020 (as amended).

6. Who undertakes and approves the

performance appraisal of the Company Secretary?

The Board (Through the Governance and

Remuneration Committee) and the Group Managing Director.

Principle 9: Access to Independent Advice

"Directors are sometimes

required to make decisions

1. 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 documented in the appointment letters of the Directors.

Principles

Reporting Questions

Explanation on application or deviation

of a technical and complex

nature that may require independent external expertise"

2. Who bears the cost for the independent

professional advice?

The Company

3. 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

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

1. What is the process for reviewing and approving minutes of Board meetings?

The Company Secretary is responsible for preparing the Minutes of each Board Meeting, which are then reviewed by the Group Managing Director and the Chairman of the Board.

Prior to the next Board Meeting, all Board members review the Minutes.

At the subsequent meeting, any necessary corrections are discussed, after which a motion to adopt the Minutes is moved and seconded. The Minutes are then formally adopted unless there are any dissenting opinions.

2. What are the timelines for sending the minutes

to Directors?

The Minutes of each Board Meeting are included in

the Board pack and are typically provided to Board Members at least one week before the upcoming meeting.

3. What are the implications for Directors who do

not meet the Company policy on meeting attendance?

Attendance at meetings is a factor considered

during the performance evaluation of each Board Member.

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."

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

Yes

2. What is the process for reviewing and approving minutes of Board Committee of meetings?

The Minutes of each committee meeting are prepared by the Company Secretary and shared with the Group Managing Director or the relevant Executive Director in attendance, as well as the respective Chairpersons of each committee.

Committee members individually review the minutes before the subsequent committee meeting.

During the following committee meeting, any corrections are addressed. A motion for the adoption of the minutes is then proposed, seconded, and adopted unless there is a dissenting opinion.

3. What are the timelines for sending the minutes to the directors?

The Minutes of each board committee meeting constitute a part of the committee meeting pack and are provided to committee members at least 7 days prior to the meetings.

4. 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. Governance And Remuneration Committee

2. Governance And Remuneration Committee

3. Audit Committee

4. Risk Management Committee

5. What is the process of appointing the chair of each committee?

The Board Charter provides that the Chairperson of each Committee of the Board shall be selected by the Board.

Committee responsible for Nomination and Governance

6. What is the proportion of INEDs to NEDs on the Committee responsible for Nomination and

Governance?

The Committee comprises 3 INEDs.

Principles

Reporting Questions

Explanation on application or deviation

7. Is the chairman of the Committee a NED or

INED ?

INED

8. Does the Company have a succession plan policy? Yes/No

If yes, how often is it reviewed?

The Company has a succession policy which was last reviewed on 28 July 2023.

The Board Governance and Remuneration Committee is tasked with periodically reviewing the policy to ensure its alignment with the law,

regulations, and relevant principles of corporate governance.

9. How often are Board and Committee charters

as well as other governance policies reviewed?

They are reviewed as needed. The Board Charter, as

well as all Committee Charters were reviewed in 2024.

10. How does the committee report on its activities to the Board?

The Committee Chairpersons present reports at each board meeting

Committee responsible for Remuneration

11. What is the proportion of INEDs to NEDs on

the Committee responsible for Remuneration?

The Committee Comprises 3 INEDs.

12. Is the chairman of the Committee a NED or INED?

INED

Committee responsible for Audit

13. Does the Company have a Board Audit Committee separate from the Statutory Audit Committee? Yes/No

The Risk Management Committee performs this function for the board.

14. Are members of the Committee responsible for Audit financially literate? Yes/No

Yes

15. What are their qualifications and experience?

They are experienced Accountants, Executives and Businessmen.

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

On the Risk Management Committee which performs the Board Audit committee functions, the following are financial experts

1. Mrs. Suzanne Iroche

2. Mrs. Amina Muhtar

3. Fola Aiyesimoju

   On the Statutory Audit Committee, the following are financial experts:

4. Olabisi Fayombo

5. Matthew Akinlade

6. Kenneth Nwosu Nnabike

7. Mrs. Suzanne Iroche

8. Mrs. Amina Muhtar

17. How often does the Committee responsible

for Audit review the internal auditor's

reports?

Quarterly

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

Yes

19. How does the Board monitor compliance with the internal control framework?

The Risk, Compliance and Control Associate, the Chief Operating Officer, and the Group Internal Auditor present compliance reviews and reports on outcomes at the Risk Management and Audit

Committee meetings.

20. 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, these are presented to the audit committee.

21. Is there a Board-approved policy that clearly specifies the non-audit services that

the external auditor shall not provide? Yes/No

Yes, there is a Policy guiding Engagement of External Auditors for Non-Audit Services.

Principles

Reporting Questions

Explanation on application or deviation

22. How many times did the Audit Committee

hold discussions with the head of internal audit function and external auditors without

the management during the period under review?

Once with the External Auditors and Once with The

Group Internal Auditor.

Committee responsible for Risk Management

23. Is the Chairman of the Risk Committee a

NED or an INED?

INED

24. Is there a Board approved Risk

Management framework? Yes/No?

If yes, when was it approved?

Yes. it was approved in March 2024.

25. How often does the Committee review the

adequacy and effectiveness of the Risk Management Controls in place?

Date of last review

Quarterly, Following the report of the Group Internal

Auditor. Updates on the treatment of exceptions are considered quarterly.

26. Does the Company have a Board-

approved IT Data Governance Framework? Yes/No

If yes, how often is it reviewed?

Yes

It is reviewed annually.

27. How often does the Committee receive

and review compliance report on the IT Data Governance Framework?

It is reviewed at Risk Management Committee

meetings as required.

28. Is the Chief Risk Officer (CRO) a member of

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

The Chief Operating officer who oversees risk is a

member of the Executive Committee. Reporting to both the Group Managing Director and the Risk Management Committee.

The Chief Operating Officer and Risk Compliance and Control Associate, recognizing the significance of the risk management function, conduct monthly Management Risk Committee meetings with relevant members of management.

29. How many meetings of the Committee did

the CRO attend during the period under review?

The Chief Operating Officer (or her designate, the

Risk Compliance and Control Associate), who oversees the risk function, attended all meetings of the Committee in 2025.

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"

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

Yes

2. What criteria are considered for their

appointment?

Experience, Skills, Qualifications, Reputation, and

Board Requirements.

3. What is the Board process for ascertaining that

prospective directors are fit and proper persons?

The Board ensures that appointments adhere to the

Companies and Allied Matters Act ("CAMA") 2020 (as amended) and NCCG 2018.

Curriculum vita are thoroughly reviewed, and interviews are conducted as deemed appropriate.

1. Is there a defined tenure for the following:

   1. The Chairman

   2. The MD/CEO

   3. INED

   4. NED

   5. EDs

The Chairman does not have a defined tenure.

Non-Executive Directors (NEDs) (including the Chairman) undergo rotation as per CAMA provisions and may seek re-election until they reach the age of 70 years.

The Executive Directors' tenures (if any) are specified in their contracts of service.

6. Please state the tenure

The preceding response is applicable here.

7. Does the Board have a process to ensure that

it is refreshed periodically? Yes/No?

Yes. Board Members are evaluated annually, and

changes in the composition of the Board are made as needed.

1. Does the Board have a formal induction programme for new directors? Yes/No

Yes

Principles

Reporting Questions

Explanation on application or deviation

Principle 13: Induction and

Continuing Education

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

2. During the period under review, were new

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

Yes, two Independent Non-Executive Directors were

appointed during the period under review. They each completed a one-week comprehensive induction programme covering strategic and operational insights into the Group, directors' fiduciary responsibilities, and visits to the Group

Companies' offices, factory, and stores.

3. Are Directors provided relevant training to

enable them effectively to discharge their duties? Yes/No

If yes, provide training details.

Yes

On the 12th of December 2025, Directors attended a training on Mergers and Acquisitions facilitated by Mr. Seyi Kumapayi, FCA, Executive Director, African subsidiaries at Access Bank PLC.

4. How do you assess the training needs of

Directors?

This is guided by the conclusions of the Board

evaluation, individual requests, and the Company's

current strategic direction.

5. Is there a Board-approved training plan?

Yes/No

Yes

6. 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"

1. Is there a Board-approved policy for evaluating Board performance? Yes/No

Yes

2. For the period under review, was there any

Board Evaluation exercise conducted? Yes/No

Yes, the evaluation for the 2025 financial year is

being conducted internally.

3. If yes, indicate whether internal or external.

Provide date of last evaluation.

Internal.

Yes, the evaluation for the 2025 financial year is being conducted internally.

4. Has the Board Evaluation report been

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

Yes

The evaluation report in respect of the 2024 financial year was presented to the Board in March 2025 by Deloitte and Touche.

The evaluation for the 2025 financial year is ongoing and a report will be presented to the Board at its meeting in March 2026.

5. Did the Chairman discuss the evaluation

report with the individual directors? Yes/No

Yes.

The evaluation for the 2025 financial year is ongoing and any relevant portion thereof will be discussed by the Chairman with individual directors.

6. 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"

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

If yes, provide date of the evaluation.

The Corporate Governance evaluation for the 2024 financial year was conducted by Deloitte & Touche, and the report was presented to the Board at its March 2025 meeting.

The evaluation for the 2025 financial year is currently ongoing and being conducted internally by the Company Secretary, with the report expected to be presented to the Board at its March 2026 meeting.

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

Yes. This will be presented to the Board at the March 2026 meeting upon conclusion of the review by the Company Secretary.

3. If yes, please indicate the date of last presentation.

The last report was presented by Deloitte and Touche on 28 March 2025.

Principles

Reporting Questions

Explanation on application or deviation

The report for the 2025 financial year is expected to

be presented to the Board at the March 2026 meeting.

4. Is the summary of the Corporate Governance

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

Yes.

It will be included upon conclusion of the evaluation.

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"

1. Is there a Board-approved Directors'

remuneration policy? Yes/No If yes, how often is it reviewed?

Yes. it is reviewed as needed.

2. Provide details of directors' fees, allowances

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

The aggregate remuneration of the Non-Executive

Directors is approved by the shareholders at the Annual General Meeting. Key elements of Non-Executive Directors' remuneration are:

Directors Fees

Travel Allowance Sitting Allowance

3. Is the remuneration of NEDS presented to

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

Yes. It was approved at the Company's last AGM on

4 June 2025.

4. What portion of the NEDs remuneration is

linked to company performance?

None

5. Is there a Board-approved remuneration

policy for Executive and Senior management? Yes/No

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

Yes. The remuneration structure for Executive and

Senior Management incorporates a variable or at-risk element.

Additionally, there is an approved long-term incentive plan that ties a portion of executive remuneration to shareholder return.

6. Has the Board set KPIs for Executive

Management? Yes/No

Yes

7. If yes, was the performance measured

against the KPIs? Yes/No

Yes

8. 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

5. Is there a Board-approved clawback policy

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

Yes, please see attached.

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."

1. Has the Board defined the company's risk

appetite and limit? Yes/No

Yes

2. How often does the company conduct a risk

assessment?

Annually

3. How often does the board receive and review

risk management reports?

Risk Management and Strategic Risk Reports are

presented to the Risk Management Committee at least quarterly. A report of the Risk Management Committee meeting is subsequently presented to the Board by the Committee Chairperson.

Principle 18: Internal Audit

1. Does the company have an Internal Audit function? Yes/No

Yes

Principles

Reporting Questions

Explanation on application or deviation

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

If no, how has the Board obtained adequate

assurance on the effectiveness of internal processes and systems?

2. Does the company have a Board-approved

internal audit charter? Yes/No

Yes

3. Is the head of internal audit a member of

senior management? Yes/No

Yes

4. What is the qualification and experience of

the head of internal audit?

He is a Chartered Professional Accountant with over

20 years of experience in Internal Audit, Risk Management, and Financial and Operation audits. He has international internal audit experience and was once an Executive Member of the International Association of Airline Auditors (IAAIA), the Global Group of Airline Auditors.

5. Does the company have a Board-approved annual risk-based internal audit plan? Yes/No

Yes

6. 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, Group Internal Auditor makes presentations on

a quarterly basis. The presentation includes details of relevant findings on the adequacy and effectiveness of management, governance, risk and control environment during internal audit exercise.

7. 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. Until the third quarter of 2023, the internal audit

function was outsourced to PricewaterhouseCoopers. It is expected that the external assessment of the effectiveness of the internal audit function will be conducted upon the third anniversary of the insourced internal auditor.

8. Who undertakes and approves the

performance evaluation of the Head of Internal Audit?

The Audit Committee.

Principle 19: Whistleblowing

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

1. Does the company have a Board-approved whistleblowing framework? Yes/No

If yes, when was the date of last review

Yes. It was last reviewed in July 2024.

2. 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 Board ensures that the whistleblowing mechanisms are reliable and accessible to all stakeholders and are structured to maintain anonymity and protection for whistleblowers. In addition, periodic awareness programs are held to ensure that stakeholders know how the whistleblowing process works.

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, this report is presented to the Committee.

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."

1. Who makes the recommendations for the

appointment, re-appointment or removal of external auditors?

Audit Committee and the Board

2. Who approves the appointment, re-

appointment, and removal of External Auditors?

Shareholders in General Meeting

3. When was the first date of appointment of the

External auditors?

June 2021

4. How often are the audit partners rotated?

Every 5 years

1. How many days prior to the last general meeting were notices, annual reports and any

32 days

Principles

Reporting Questions

Explanation on application or deviation

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"

other relevant information dispatched to Shareholders?

2. 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?

1. Yes

   1. December 2020

   2. Yes. The policy Is available at https://www.uacnplc.com.

3. How does the Board engage with Institutional

Investors and how often?

This is conducted as frequently as needed through

investor calls, general meetings, publications in newspapers, the company's website, and at the NGX through facts behind the figures/acquisition and on the Issuers' Portal.

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."

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 ethical standards underscore the values for the protection and enhancement of the reputation of the Company while promoting good conduct and investor 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

1. Yes, the Board has an approved Code of Business Conduct

1. Yes, the Code of Business Conduct has been communicated to all internal and external stakeholders of the Company.

2. Yes, the Code of Business Conduct applies to Board Members, Senior Management, all employees and third parties.

3. When was the date of last review of the policy?

28 July 2023

4. Has the Board incorporated a process for identifying, monitoring and reporting adherence to the COBE? Yes/No

Yes

Principles

Reporting Questions

Explanation on application or deviation

5. What sanctions were imposed for the period

under review for non-compliance with the COBE?

There was no incidence of non-compliance with the

COBE in 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 Company has a Securities Trading Policy

July 2024.

An annual sign-off process is established, with the Board overseeing compliance through the Company Secretary. The Company Secretary obtains details of dealings in the company's securities from the registrars at relevant times.

Directors are mandated to notify the Company Secretary before engaging in any dealings involving the Company's securities. The Company Secretary adheres to the relevant regulations in the NGX Rulebook to prevent any instances of insider trading.

Furthermore, the Company Secretary consistently notifies the Board and all insiders about closed periods for trading in the Company's shares.

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

Last reviewed In December 2020.

There is an annual sign off process in place.

The Policy is applicable to The Board, Senior Management, Other Employees, And Third-Party Suppliers.

5. How does the Board ensure adequate

disclosure of Related Party Transactions by the responsible parties?

There is an annual sign-off process in place.

The Board ensures that related party transactions (if any) are stated in the annual reports.

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.

Last reviewed in December 2020.

There is an annual sign-off process in place.

The policy is applicable to Board members, Senior Management and all employees.

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"

1. Is there a Board-approved sustainability policy? Yes/No

If yes, when was it last reviewed?

Yes. It is captured in the Company's Code of Business Conduct, which was last reviewed In July 2023.

2. How does the Board monitor compliance

with the policy?

Through Reports presented at Board and Committee

meetings by Management.

3. How does the Board report compliance

with the policy?

The Board reports on Sustainability in the Annual

Report.

4. Is there a Board-approved policy on

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

Yes. It was last reviewed in October 2024.

Principles

Reporting Questions

Explanation on application or deviation

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"

1. Is there a Board-approved policy on

stakeholder management and communication? Yes/No

Yes

2. Does the Company have an up-to-date

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

Yes, please see link below.

https://www.uacnplc.com/investors/

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"

1. Does the company's annual report include

a summary of the corporate governance report? Yes/No

Yes, The Annual Report includes a summary of the corporate governance report.

2. Has the company been fined by any

regulator during the reporting period? Yes/No

If yes, provide details of the fines and penalties.

No.

NAME

CURRENT DIRECTORSHIPS

1.

Mr. Khalifa Biobaku

• DALIO PROPERTY DEVELOPMENT COMPANY LIMITED

• THEMIS CAPITAL MANAGEMENT

• THEMIS CONSULTING SERVICES

• AM&P ADVISORY SERVICES

• NEWAGE-NORTHSTAR 1 LLP

• GPMT NATIONWIDE

• NEWAGE HOLDINGS LIMITED

• TCM BETA SIDECAR 1

2.

Mr. Folasope Aiyesimoju

• CHEMICAL AND ALLIED PRODUCTS PLC, A SUBSIDIARY OF UACN

• GRAND CEREALS LIMITED, A SUBSIDIARY OF UACN

• C.H.I. LIMITED, A SUBSIDIARY OF UACN

• UAC FOODS LIMITED, A SUBSIDIARY OF UACN

• UAC RESTAURANTS LIMITED, A SUBSIDIARY OF UACN

• UPDC PLC, AN ASSOCIATE OF UACN

• UAC FOOD AND BEVERAGE COMPANY LIMITED, A SUBSIDIARY OF UACN

• JUVEN HOLDINGS

• FOODPRO LIMITED

• TCM BETA SIDECAR 1

• THEMIS CAPITAL MANAGEMENT

• THEMIS CONSULTING SERVICES

• AM&P ADVISORY SERVICES

3.

Mrs. Funke Ijaiya-Oladipo

• C.H.I LIMITED, A SUBSIDIARY OF UACN

• UAC FOOD AND BEVERAGE COMPANY LIMITED, A SUBSIDIARY OF UACN

• UAC FOODS LIMITED, A SUBSIDIARY OF UACN

• GRAND CEREALS LIMITED, A SUBSIDIARY OF UACN

• SPONSORS FOR EDUCATIONAL OPPORTUNITY AFRICA (SEO AFRICA), A NON-PROFIT FOCUSED

ON DEVELOPING AFRICAN YOUTHS INTO FUTURE LEADERS

4.

Mr. Adebolanle Badejo

• C.H.I LIMITED, A SUBSIDIARY OF UACN

• UAC FOOD AND BEVERAGE COMPANY LIMITED, A SUBSIDIARY OF UACN

• CHEMICAL AND ALLIED PRODUCTS PLC, A SUBSIDIARY OF UACN

• LIVESTOCK FEEDS PLC, A SUBSIDIARY OF UACN

• GRAND CEREALS LIMITED, A SUBSIDIARY OF UACN

• UAC RESTAURANTS LIMITED, A SUBSIDIARY OF UACN

• UAC FOODS LIMITED, A SUBSIDIARY OF UACN

• MDS LOGISTICS LIMITED, AN ASSOCIATE COMPANY OF UACN

5.

Mr. Karl Toriola

• T.R. CAMERON LIMITED NIGERIA

• CAMERON HOTELS LIMITED

• ROKADA LIMITED

• MTN NIGERIA COMMUNICATION LIMITED

• NIGERIAN ECONOMIC SUMMIT GROUP (NESG)

• MOMO PAYMENT SERVICE BANK

• LITF (LAGOS INTERNATIONAL THEATRE FESTIVAL) BOARD, LAGOS

6.

Mrs. Suzanne Iroche

• STRATEGIC ALLIANCE PROMOTION COMPANY LTD

• CORONATION LIFE ASSURANCE LIMITED

• ADVISORY BOARD MEMBER WISCAR (WOMEN IN SUCCESSFUL CAREERS)

• GENAI LEARNING CONCEPTS LIMITED

7.

Ms. Obi James

• OBI JAMES CONSULTANCY

• OBI JAMES EZEWUZIE CONSULTANCY LIMITED

8.

Mrs. Amina Muhtar

Approved By

Date

Governance and Remuneration Committee

March 29, 2022

Suzanne Iroche

Board of Directors

Mach 31, 2022

Dan Agbor