UNILEVER Nigeria Plc - 2025 nccg 2018 governance report

S/No.

Items

Details

i.

Company Name

Unilever Nigeria Plc

ii.

Date of Incorporation

11th April 1923

iii.

RC Number

113

iv.

License Number

N/A

v.

Company Physical Address

1, Billings Way, Oregun, Lagos

vi.

Company Website Address

https://www.unilevernigeria.com

vii.

Financial Year End

2025

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

Unilever

ix.

Name and Address of Company Secretary

Peter Dada, 1, Billings Way, Oregun, Lagos

x.

Name and Address of External Auditor(s)

Forvis Mazars. 18 Oba Akran Avenue, Ikeja, Lagos 101233, Nigeria

xi.

Name and Address of Registrar(s)

Greenwich Registrars & Data Solutions Limited. 274 Murtala Muhammed Way, Yaba, P.M.B. 12717,

xii.

Investor Relations Contact Person

(E-mail and Phone No.)

Modupe Okunbanjo

Modupe.Okunbanjo@unilever.com,

xiii.

Name of the Governance Evaluation Consultant

N/A

xiv.

Name of the Board Evaluation Consultant

N/A

S/No.

Names

Position Held

Gender

Tobi Adeniyi

Managing Director

Male

Ibrahim Sodipe

Finance Director

Male

Peter Dada

Company Secretary

Male

Abayomi Alli

Manufacturing Director

Male

Michael Duah

EWA Head of HR

Male

Bolanle Kehinde-Lawal

EWA Head of Demand Creation, Nutrition

Female

Uchenna Nwakanma

PC R&D Head of Africa and HC, R&D EWA Lead

Male

Chidobem Mgbachi

EWA IT Lead

Male

Zainab Obagun

Communication & Sustainability Manager

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, the Board has an approved Charter.

It was last reviewed in 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 "

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

The Directors are well qualified and experienced. They have the requisite experience to fulfil their roles.

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 has an appropriate balance of skills and experience including diversity of gender

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

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

Yes

Mr. Bolaji Balogun - Chapelhill Denham Mr. Michael Ikpoki - T2 - formerly 9mobile Mr. Chika Nwobi - Decagon

Ms. Ngozi Edozien - Imperial Brands Plc Mrs. Adenike Ogunlesi - Lafarge Africa Plc.

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

iii) Is the Chairman an INED or a NED?

INED

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

Principles

Reporting Questions

Explanation on application or deviation

v) When was he/she appointed as Chairman?

May 2024

vi) Are the roles and responsibilities of the

Chairman clearly defined? Yes/No

If yes, specify which document

Yes.

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 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, Audit & Risk Committee

Governance, Remuneration and People Committee

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

company? Yes/no.

If yes, please state the company(ies)?

No

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

Yes

He is in attendance and not a member of any committee

Principle 5: Executive Directors

Executive Directors support the Managing Director/Chief

Executive Officer in the operations and management of the Company

i) Do the EDs have contracts of employment?

Yes/no

Yes

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?

Yes

Board Charter

iii) Do the EDs declare any conflict of interest

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

Yes

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

N/A

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

Board Charter

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

Yes, during induction and every quarter during the Board meetings

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

Senior and Executive Management scrutinize the information before they are provided to the NEDs

Principles

Reporting Questions

Explanation on application or deviation

vi) Do NEDs have unfettered access to the EDs,

Company Secretary and the Internal Auditor? Yes/No

Yes

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?

None

iii) What is the process of selecting INEDs?

Board approved procedure for the appointment of

Directors is followed. In addition, the NCCG guidelines stipulate the requirements for the appointment of INEDs, which is strictly followed by the Board.

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, this is done annually through confirmations

received from the INEDs

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?

Directors Fees and Sitting 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"

i) Is the Company Secretary in-house or outsourced?

Inhouse

ii) What is the qualification and experience of

the Company Secretary?

The Company Secretary is adequately qualified and

experienced.

He is a Legal practitioner with over 20 years'

experience.

iii) Where the Company Secretary is an

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

Yes

iv) Who does the Company Secretary report to?

The Company Secretary reports functionally to the

Board through the Chairman and reports administratively to the Chief Executive

v) What is the appointment and removal

process of the Company Secretary?

The appointment and removal of the Company

Secretary is done by the Board.

vi) Who undertakes and approves the

performance appraisal of the Company Secretary?

Performance appraisal of the Company Secretary is

done in line with the Unilever global policy.

Principle 9: Access to Independent Advice

"Directors are sometimes required to make decisions of a technical and complex

i) Does the company have a Board-approved policy that allows directors access to independent professional advice in the discharge of their duties? Yes/No

If yes, where is it documented?

Yes, the Board has a policy for Obtaining Independent Professional Advice

Principles

Reporting Questions

Explanation on application or deviation

nature that may require

independent external expertise"

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.

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"

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

Minutes of a prior meeting are reviewed and approved at the subsequent Board meeting

ii) What are the timelines for sending the minutes

to Directors?

At least 7 days before the next Board meeting

iii) What are the implications for Directors who

do not meet the Company policy on meeting attendance?

Directors are encouraged to attend all Board

meetings. Directors are also made to understand that attendance at Board meetings is a key consideration for re-election to the Board.

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?

Minutes of a prior meeting are reviewed and approved at the subsequent Committee meeting

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

At least 7 days before the 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. & b) - Governance, remuneration and People Committee

2. & d) - Finance, Audit & Risk Committee

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

The Chair of each Committee is appointed by Committee members

Committee responsible for Nomination and Governance

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

60% of the Directors on the Nomination and Governance Committee are INEDs

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

INED

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

If yes, how often is it reviewed?

Yes

It is reviewed once in 2 years

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

Every 3 years

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

Reports are presented to the Board through the Committee Chair

Committee responsible for Remuneration

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

60% of the Directors on the Nomination and Governance Committee are INEDs

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

INED

Principles

Reporting Questions

Explanation on application or deviation

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?

Directors are financially literate and well experienced

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

Ms. Ngozi Edozien

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?

Through the Finance, Audit & Risk Committee

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 Committee reviews the Management Letter, the key audit matters as well as Management's response to issues raised.

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

The company complies with principle 20 of the NCCG 2018

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 meets with the head of internal audit function at least 4 times a year and with external auditors separately on a need basis

Committee responsible for Risk Management

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

INED

xxv) Is there a Board approved Risk Management framework? Yes/No?

If yes, when was it approved?

Yes

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

Date of last review

The Committee reviews the adequacy and effectiveness of the Risk Management Controls in place on a quarterly basis.

October 2025

xxvii) Does the Company have a Board-approved IT Data Governance Framework? Yes/No

If yes, how often is it reviewed?

Yes

The company has an IT data governance framework in line with its global policy. It is reviewed periodically

xxviii) How often does the Committee receive and review compliance report on the IT Data Governance Framework?

Unilever has a global data governance committee that oversees all data governance framework and feedback is provided to the committee as

necessary

xxix) Is the Chief Risk Officer (CRO) a member of Senior Management and does he have relevant experience for this role? Yes/No

Yes

Principles

Reporting Questions

Explanation on application or deviation

xxx) How many meetings of the Committee did

the CRO attend during the period under review?

4 times

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?

The Governance, Remuneration & People

Committee takes into consideration the strengths and current skills gaps on the existing Board, it considers the integrity, competence, knowledge, skills and experience, and capacity to undertake the responsibility as well as diversity of the prospective appointee.

iii) What is the Board process for ascertaining

that prospective directors are fit and proper persons?

The Governance, Remuneration & People

Committee is responsible for ensuring that the proposed Director is a fit and proper person. In addition, the committee forwards the proposed directors details to the Board for review and approval.

1. Is there a defined tenure for the following:

   1. The Chairman

   2. The MD/CEO

   3. INED

   4. NED

   5. EDs

Yes, there is a defined tenure for the Chairman,

INED, NED.

v) Please state the tenure

NEDs & INEDs - a maximum of three (3) terms of

three (3) years each (i.e., 9 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

April, July and December 2025

iii) Are Directors provided relevant training to

enable them effectively discharge their duties? Yes/No

If yes, provide training details.

Yes

Directors' training needs are identified within the context of the overall business strategy and they are trained accordingly.

iv) How do you assess the training needs of

Directors?

The Governance, Remuneration and People

Committee reviews training plans for the year and recommends trainings for the Directors.

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.

Internal

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

If yes, indicate date of presentation.

Yes

March 18th 2026

Principles

Reporting Questions

Explanation on application or deviation

v) Did the Chairman discuss the evaluation

report with the individual directors? Yes/No

The 2025 evaluation report was presented at the

March 2026 Board meeting. The Chairman will engage individual directors as necessary.

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.

No. corporate governance evaluation is conducted every three years, and the next one is scheduled for end of 2026

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.

May 2024

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

Every 2 years

ii) Provide details of directors' fees, allowances

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

The total sum of N115,000,000 was paid to Directors

in 2025

iii) Is the remuneration of NEDS presented to

shareholders for approval? Yes/No

If yes, when was it approved?

Yes

May 2025

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

NED remuneration is not linked to company performance

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. The performance Bonus scheme is linked to company performance

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.

Yes. There is an approved global Unilever

clawback policy applicable to executive management

i) Has the Board defined the company's risk

appetite and limit? Yes/No

Yes

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"

ii) How often does the company conduct a risk

assessment?

Quarterly

iii) How often does the board receive and

review risk management reports?

Quarterly through the Finance, Audit & Risk

Committee

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?

She is adequately qualified and well experienced.

She is an Associate of the Institute of Chartered Accountants of Nigeria

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

2024

viii) Who undertakes and approves the

performance evaluation of the Head of Internal Audit?

The Unilever Global Africa Controls Manager

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 2024

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

Yes

Principle 20: External Audit

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

The Board acting on the advice of the Audit Committee

Principles

Reporting Questions

Explanation on application or deviation

"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"

ii) Who approves the appointment, re-

appointment, and removal of External Auditors?

The shareholders

iii) When was the first date of appointment of the

External auditors?

May 2025

iv) How often are the audit partners rotated?

At least 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?

28 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

2025

Yes

ii) How does the Board engage with Institutional

Investors and how often?

Through the Annual General Meeting, Investors

Calls, Road shows and the Investor Portal on the

Company's website

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

Yes

Yes Yes Yes Yes Yes

Principles

Reporting Questions

Explanation on application or deviation

ii) When was the date of last review of the

policy?

2025

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?

The sanctions imposed were in line with the

disciplinary measures of the company

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

2023

Through annual and quarterly disclosures

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)

The Company follows regulatory guidelines on

related party transactions.

iii) How does the Board ensure adequate

disclosure of Related Party Transactions by the responsible parties?

The Board discloses all related party transactions in

Annual Report and Financial Statements.

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

2025

Compliance with the Conflicts of Interest Policy is monitored by the Business Integrity team. Breaches (if any) are noted in periodic reports to management.

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?

Yes 2023

ii) How does the Board monitor compliance

with the policy?

Through quarterly reports presented by

Management at the Board meetings.

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

A quarterly report detailing the company's sustainability initiatives is presented to the board. The board relies on this report to monitor compliance with the framework.

The Company also issues a Sustainability Report which is circulated along with the Annual Report to Shareholders

iv) Is there a Board-approved policy on

diversity in the workplace? Yes/No

If yes, when was it last reviewed?

Yes

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"

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://www.unilevernigeria.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