FINANCIAL REPORTING COUNCIL OF NIGERIA
(Federal Ministry of Industry, Trade & Investment)
FRC/CG/001: TEMPLATE FOR REPORTING COMPLIANCE WITH THE NIGERIAN
CODE OF CORPORATE GOVERNANCE 2018
Section A: Introduction
Corporate Governance is a key driver of corporate accountability and business prosperity. The Nigerian Code of Corporate Governance, 2018 (NCCG 2018) seeks to institutionalize corporate governance best practices in Nigerian companies. It is also aimed at increasing entities' levels of transparency, trust and integrity, and create an environment for sustainable business operations.
The Code adopts a principle-based approach in specifying minimum standards of practice that companies should adopt. Where so required, companies are required to adopt the "Apply and Explain" approach in reporting on compliance with the Code. The 'Apply and Explain' approach assumes application of all principles and requires entities to explain how the principles are applied. This requires companies to demonstrate how the specific activities they have undertaken best achieve the outcomes intended by the corporate governance principles specified in the Code.
This will help to prevent a 'box ticking' exercise as companies deliberately consider how they have (or have not) achieved the intended outcomes. Although, the Code recommends practices to enable companies apply the principles, it recognizes that these practices can be tailored to meet industry or company needs. The Code is thus scalable to suit the type, size and growth phase of each company while still achieving the outcomes envisaged by the principles.
This form seeks to assess the company's level of compliance with the principles in the NCCG 2018. Entities should explain how these principles have been applied, specify areas of deviation from the principles and give reasons for these deviations and any alternative practice(s) adopted.
Please read the instructions below carefully before completing this form:
i. Every line item and indicator must be completed.
ii. Respond to each question with "Yes" where you have applied the principle, and "No" where you are yet to apply the principle.
iii. An explanation on how you are applying the principle, or otherwise should be included as part of your response.
iv. Not Applicable (N/A) is not a valid response.
Section B - General Information
S/No. | Items | Details |
i. | Company Name | UPDC Plc |
ii. | Date of Incorporation | 6th October 1997 |
iii. | RC Number | 321582 |
iv. | License Number | N/A |
v. | Company Physical Address | UAC House 1-5 Odunlami Street, Lagos |
vi. | Company Website Address | www.updcplc.com |
vii. | Financial Year End | 31st December |
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 Custodian Investment Plc |
ix. | Name and Address of Company Secretary | Folake Kalaro UAC House 1-5 Odunlami Street, Lagos |
x. | Name and Address of External Auditor(s) | Messrs Deloitte & Touche Civic Towers, Plot GA1, Ozumba Mbadiwe Avenue, Victoria Island Lagos |
xi. | Name and Address of Registrar(s) | Africa Prudential Plc 220B, Ikorodu Road, Palmgrove, Lagos |
xii. | Investor Relations Contact Person (E-mail and Phone No.) | investorrelations@updcplc.com 08084403078 |
xiii. | Name of the Governance Evaluation Consultant | Society for Corporate Governance Nigeria |
xiv. | Name of the Board Evaluation Consultant | Society for Corporate Governance Nigeria |
Section C - Details of Board of the Company and Attendance at Meetings
1.
Board Details:
S/No. | Names of Board Members | Designation (Chairman, MD, INED, NED, ED) | Gender | Date First Appointed/ Elected | Remark |
1 | Oluwole Oshin | Chairman | Male | 5th January 2021 | |
2 | Odunayo Ojo | CEO | Male | 3rd May 2021 | |
3 | Bidemi Fadayomi | Development Director | Female | 28th July, 2022 | |
4 | Folasope Aiyesimoju | NED | Male | 6th August 2018 | |
5 | Oyekunle Osilaja | NED | Male | 13th January 2020 | |
6 | Adeniyi Falade | NED | Male | 5th January 2021 |
2.
Attendance at Board and Committee Meetings:
S/No. | 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 Wole Oshin | 3 | 3 | Not a member of any Committee | Board Chairman | _ | _ |
2 | Mr Odunayo Ojo | 3 | 3 | 2 | Member
| 4 3 | 4 3 |
3 | Ms Bidemi Fadayomi | 3 | 3 | 2 | Member
| 4 3 | 4 3 |
4 | Mrs Folasope Aiyesimoju | 3 | 3 | 3 | Chairman
Member
| 3 4 2 | 3 4 2 |
5 | Mr Oyekunle Osilaja | 3 | 3 | 3 | Chairman
Member
| 2 4 3 | 2 4 3 |
S/No. | 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 | |
6 | Mr Adeniyi Falade | 3 | 3 | 3 | Chairman
| 4 3 2 | 4 3 2 |
Section D - Details of Senior Management of the Company
1.
Senior Management:
S/No. | Names | Position Held | Gender |
1. | Odunayo Ojo | Chief Executive Officer | Male |
2 | Bidemi Fadayomi | Development Director | Female |
3 | Grant Akata | Chief Financial Officer | Male |
4 | Folake Kalaro | Company Secretary / General Counsel | Female |
5 | Priye Johnson | Chief Commercial Officer | Male |
6 | Ngozi Ikeadigh | Internal Audit/Risk and Compliance Manager | Female |
7 | Olawale Arigbede | Head, Asset Management | Male |
8 | Oluwatoyin Egwaikhide | Head, Human Resources | Male |
9 | Babatunde Ipadeola | Head, Information Technology | Male |
Section E - Application
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.13th January 2021 |
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 Board consists of Chartered Accountant, Investment consultants, estate valuer and architect with background in real estate and corporate finance. |
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 charter recognizes the need for a diverse mix of skills and expertise that is critical for effective oversight on the management of the Company. The Board members possess qualifications in diverse fields i.e., Economics, Estate Management. Architecture and Accounting. | |
iii) Are there directors holding concurrent directorships? Yes/No If yes, state names of the directors and the companies? | Yes. Mr Wole Oshin - Custodian Investment Plc, Crusader Sterling Pensions Limited, Custodian Life Assurance Ltd, Custodian Trustees Limited. Folasope Aiyesimoju - UAC of Nig Plc Foodpro Limited, Foodpro UK, Themis Capital Management, CAP Plc, UAC Foods Limited, Grand Cereals Limited, MDS Logistics Limited, Juvan Holdings Limited. Mr Adeniyi Falade - Custodian Investment Plc, Custodian Life Assurance Ltd, Custodian Trustees Limited, Interstate Securities Limited, UPDC Facility Management Limited, | |
Principles | Reporting Questions | Explanation on application or deviation |
UPDC Hotels Limited, Grupo Atlanta Nigeria Limited. Mr. Oyekunle Osilaja - Landmark Africa Ltd. UPDC Hotels Limited Mr Odunayo Ojo - UPDC Hotels Limited, UPDC Facility Management Limited, Deep Horizon Investment Limited. Grupo Atlanta Nigeria Limited. Bidemi Fadayomi- Urbanlia Real Estate Limited, Urbanalia FM, Milano Estates Limited, Travage Marcel Limited, Deep Horizon Limited | ||
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? | 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? | 13th January 2021 | |
vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No If yes, specify which document | Yes. The Chairman's roles and responsibilities are defined in the Board Charter. | |
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. His contract of employment sets out his authority and relationship with the Board. | |
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? | All the meetings that were held during the year. | |
Principles | Reporting Questions | Explanation on application or deviation |
iv) Is the MD/CEO serving as NED in any other company? Yes/no. If yes, please state the company (ies)? | Yes UPDC Hotels Limited UPDC Facility Management Limited Deep Horizon Investment Limited Grupo Atlanta Nigeria Limited. | |
v) Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No | Yes | |
Principle 5: Executive Directors Executive Directors support the Managing Director/Chief Executive Officer in the operations and management of the Company | i) Do the EDs have contracts of employment? Yes/no | 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 | |
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 | Deep Horizon Investment Limited | |
v) Are their memberships in these companies in line with Board-approved policy? Yes/No | Yes | |
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. The roles and responsibilities of the NEDs are clearly defined in the Board Charter and letters 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, these are provided at the point of induction and periodically. The Board pack for Board and Committee Meetings contain sufficient information on the management and affairs of the company. | |
v) What is the process of ensuring completeness and adequacy of the information provided? | Receipt of confirmation and feedback from the Directors. | |
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 | There are currently no INEDs on the Board. |
ii) Are there any exceptions? | No | |
iii) What is the process of selecting INEDs? | The process includes the profiling of candidates who are not shareholders, have not served in the Company in any capacity before and not a representative of any shareholder. The shortlisted candidate is presented to the Remuneration & Governance Committee for interviews and recommendation to the Board. | |
iv) Do the INEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No | There are currently no INEDs on the Board. | |
v) Do the INEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | There are currently no INEDs on the Board. | |
vi) Does the Board ascertain and confirm the independence of the INEDs? Yes/No If yes, how often? What is the process? | There are currently no INEDs on the Board. | |
vii) Is the INED a Shareholder of the Company? Yes/No If yes, what is the percentage shareholding? | There are currently no INEDs on the Board. | |
viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding? Yes/No If yes, provide details. | There are currently no INEDs on the Board. | |
ix) What are the components of INEDs remuneration? | There are currently no INEDs on the Board. | |
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? | Company Secretary is in-house |
ii) What is the qualification and experience of the Company Secretary? | The Company Secretary is a Legal Practitioner with about 30 years post call 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? | To the Board (through the Chairperson) on company secretariat matters; and To the CEO on legal related matters | |
Principles | Reporting Questions | Explanation on application or deviation |
v) 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 | |
vi) Who undertakes and approves the performance appraisal of the Company Secretary? | The Board of Directors | |
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. Board Charter |
ii) Who bears the cost for the independent professional advice? | The Company | |
iii) During the period under review, did the Directors obtain any independent professional advice? Yes/No If yes, provide details. | 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? | The Board reviews and approves the Minutes of its last Meeting at a subsequent meeting. |
ii) What are the timelines for sending the minutes to Directors? | Within 7 (seven) days after the meeting. | |
iii) What are the implications for Directors who do not meet the Company policy on meeting attendance? | Such Directors will be advised accordingly and stand the chance of being removed as Directors, if the practice continues. | |
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? | The Board Committee Minutes are reviewed and approved by the Committee at subsequent meetings. | |
iii) What are the timelines for sending the minutes to the directors? | Within 7 (seven) days after the meeting. | |
iv)Who acts as Secretary to board committees? | The Company Secretary | |
v) What Board Committees are responsible for the following matters?
| The Remuneration and Governance Committee is responsible for matters relating to nomination, governance and remuneration. The Risk, Audit and Compliance Committee is responsible for matters relating to Risk Management and Audit. The Statutory Audit Committee also looks at Audit Issues (both internal & external) |
Principles | Reporting Questions | Explanation on application or deviation |
vi)What is the process of appointing the chair of each committee? | The Chairmen of each Committees are appointed 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? | There are currently no INEDs on the Board. | |
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? | Yes It is reviewed when the need arises | |
x) How often are Board and Committee charters as well as other governance policies reviewed? | It is reviewed when the need arises. | |
xi) How does the committee report on its activities to the Board? | Each Board Committee presents its key recommendations and resolutions to the Board at the Board meeting which holds after the Committees' meetings. | |
Committee responsible for Remuneration | ||
xii) What is the proportion of INEDs to NEDs on the Committee responsible for Remuneration? | The Committee members are all NEDs | |
xiii) Is the chairman of the Committee a NED or INED? | NED | |
Committee responsible for Audit | ||
xiv) Does the Company have a Board Audit Committee separate from the Statutory Audit Committee? Yes/No | Yes | |
xv) Are members of the Committee responsible for Audit financially literate? Yes/No | Yes | |
xvi) What are their qualifications and experience? | Chartered Accountant and investment consultants. | |
xvii)Name the financial expert(s) on the Committee responsible for Audit | Mr Adeniyi Falade Mr Folasope Aiyesimoju Mr Oyekunle Osilaja | |
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 Internal Control & Audit Manager who provides the Board with updates at its Risk, Audit and Compliance Committee & Statutory Audit Committee meetings. |
10
| Attention: This is an excerpt of the original content. To continue reading it, access the original document here. |