BUA CEMENT : BUA CEMENT PLC - NCCG REPORTING TEMPLATE 2021

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 recognises 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:

1. Every line item and indicator must be completed.
2. Respond to each question with "Yes" where you have applied the principle, and "No"

where you are yet to apply the principle.

1. An explanation on how you are applying the principle, or otherwise should be included as part of your response.
2. Not Applicable (N/A) is not a valid response.

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Section B - General Information

S/No.

Items

Details

i.	Company Name	BUA CEMENT PLC
ii.	Date of Incorporation	13th MAY 2014
iii.	RC Number	RC 1193879
iv.	License Number	Same as RC Number
v.	Company Physical Address	5th floor, BUA Towers, PC 32 Churchgate
		Street, Victoria Island, Lagos
vi.	Company Website Address	www.buacement.com
vii.	Financial Year End	31st December 2021
viii.	Is the Company a part of a Group/Holding Company?	YES
	Yes/No
	If yes, please state the name of the Group/Holding	BUA GROUP
	Company
ix.	Name and Address of Company Secretary	Abubakar Magaji Esq
		5th Floor, BUA Towers, PC 32 Churchgate
		Street, Victoria Island, Lagos
		[e-mail]
		08036557238
x.	Name and Address of External Auditor(s)	PricewaterhouseCoopers Chartered
		Accountants, Landmark Towers, 5B Water
		Corporation Road, Victoria Island, Lagos,
		Nigeria,
xi.	Name and Address of Registrar(s)	Africa Prudential Plc,
		220B Ikorodu Road, Palmgrove, Lagos
xii.	Investor Relations Contact Person	Mr. Ladipo Ogunlesi
	(E-mail and Phone No.)	BUA Cement Plc, 5th Floor, BUA Towers, PC
	32 Churchgate Street, Victoria Island,
		Lagos, Nigeria
		[e-mail]
		08023224418
xiii.	Name of the Governance Evaluation Consultant	KPMG has been appointed as
		Governance Consultant for the Company
		and will conduct governance evaluation
		in 2021
xiv.	Name of the Board Evaluation Consultant	KPMG has been appointed as
		Governance Consultant for the Company
		and will conduct Board evaluation in 2021

Section C - Details of Board of the Company and Attendance at Meetings
1.	Board Details:
S/No.	Names of Board Members	Designation	Gender	Date First Appointed/	Remark
		(Chairman, MD, INED, NED,		Elected
		ED)
1	Abdul Samad Rabiu, CON	Chairman	M	22nd May 2014
2	Yusuf Haliru Binji, FNSE	Managing Director/CEO	M	23rd December 2019
3	Jacques Piekarski	Executive Director	M	2nd October 2020
4	Chimaobi Madukwe	NED	M	22nd May 2014

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

5	Kabiru Rabiu	NED	M	22nd May 2014
6	Finn Arnoldsen	NED	M	9th April 2019
7	Khairat Abdulrazaq	INED	F	23rd December 2019
	Gwadabe
8	Shehu Abubakar	INED	M	23rd December 2019

2. Attendance at Board and Committee Meetings:

S/No.	Names of Board	No. of	No. of	Membership of	Designation	Number of	Number of
	Members	Board	Board	Board Committees	(Member or	Committee	Committee
		Meetings	Meetings		Chairman)	Meetings Held in	Meetings
		Held in the	Attended			the Reporting	Attended in the
		Reporting	in the			Year	Reporting Year
		Year	Reporting
			Year
1	Abdul Samad Rabiu,	6	6	NONE	Chairman	N/A	N/A
	CON
2	Yusuf Haliru Binji, FNSE	6	6	Risk Management	Member	3	3
				Committee
				Finance and	Member	5	5
				General Purpose
				Committee
3	Jacques Piekarski	6	2*	Risk Management	Member	3	2*
				Committee
				Finance and	Member	5	2*
				General Purpose
				Committee
4	Chimaobi Madukwe	6	6	Governance,	Member	5	5
				Establishment &
				Remuneration
				Committee
				Finance and	Member	5	5
				General Purpose
				Committee
5	Kabiru Rabiu	6	6	Finance and	Chairman	5	5
				General Purpose
				Committee
				Governance,	Member	5	5
				Establishment &
				Remuneration
				Committee
6	Finn Arnoldsen	6	5	Risk Management	Chairman	3	3
				Committee
				Governance,	Member	5	5
				Establishment
				Committee

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

S/No.	Names of Board	No. of	No. of	Membership of	Designation	Number of	Number of
	Members	Board	Board	Board Committees	(Member or	Committee	Committee
		Meetings	Meetings		Chairman)	Meetings Held in	Meetings
		Held in the	Attended			the Reporting	Attended in the
		Reporting	in the			Year	Reporting Year
		Year	Reporting
			Year
7	Khairat Abdulrazaq	6	6	Governance,	Chairman	5	5
	Gwadabe			Establishment &
				Remuneration
				Committee
				Risk Management	Member	3	3
				Committee
8	Shehu Abubakar	6	6	Risk Management	Member	3	3
				Committee
				Finance, General	Member	5	5
				Purpose Committee

• Jacques Piekarski was appointed Director effective 2nd October, 2020

Section D - Details of Senior Management of the Company
1.	Senior Management:
S/No.		Names	Position Held	Gender
1		Yusuf Haliru Binji, FNSE	Managing Director/CEO	M
2		Jacques Piekarski	Executive Director/CFO	M
3		Abubakar Magaji Esq	Company Secretary/Legal Adviser	M
4		Ahmed Idris, MNSE	Plant Director, Obu	M
5		Aminu Bashar	Plant Director, Sokoto	M
6		Mohammed Bello Minjibir	General Manager, transport	M
7		Nasiru Ladan Bashir	General Manager, Sales & Marketing	M

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

		Principles					Reporting Questions			Explanation on application or deviation
		Part A - Board of	Directors and Officers of the Board
Principle 1: Role of the Board	i) Does the Board have an approved Charter	Yes.
"A	successful	Company is		which sets out its responsibilities and terms of
	reference? Yes/No
headed	by	an	effective
	If yes, when was it last reviewed?		It was last reviewed in December 2021
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"
Principle	2: Board	Structure	i)	What are the qualifications and experiences	The Directors have experience in various fields such
and Composition					of the directors?		as Cement Manufacturing, Economics, Industrial
"The	effective	discharge	of				Company Management, Chemical Engineering,
			Business Administration, Management Accounting,
the	responsibilities	of		the
				International Business Management, Corporate
Board and its committees is
			Strategy, Corporate Finance, Risk Management,
assured by an appropriate
			Combustion Engineering, Law Practice, Banking
balance of skills and diversity
			including Board Management.
(including	experience	and
gender)			without	ii) Does the company have a Board-approved	Yes.
compromising	competence,		diversity policy? Yes/No		The Company has a mix of male and female
independence and integrity "		If yes, to what extent have the diversity targets
								been achieved?		employees including few physically challenged
									employees.
							iii) Are there directors holding	concurrent	Yes.
								directorships? Yes/No		1.	Abdul Samad Rabiu: Director and
							If yes, state names of the directors and the
								Chairman of most of the Sister Companies
							companies?
									within the Bua Group
										2.	Chimaobi Madueke: Bua International
											Limited and Bua Sugar Refinery Limited
										3. Kabiru Rabiu: Bua International Limited,
											Bua Sugar Refinery Limited and Bua Group
											Limited.
										No. The MD and Executive Directors are not chairs of
							iv) Is the MD/CEO or an Executive Director a	any of the Board Committees.
								chair of any Board Committee? Yes/No
								If yes, provide the names of the	Committees.
Principle 3: Chairman			i) Is the Chairman a member or chair of any of	No. In compliance with the Code and best practice,
"The Chairman is responsible		the Board Committees? Yes/no		the Chairman is not a member of any of the Board
	If yes, list them.		Committees.
for	providing	overall
leadership of the Company	ii)	At which Committee meeting(s) was the	The Chairman did not attend any of the Board
and the Board, and eliciting		Chairman in attendance during the period	Committees' meetings during the period under
the constructive participation		under review?		review.
of all Directors to facilitate
effective	direction	of		the
	iii) Is the Chairman an INED or a NED?	The Chairman is a NED.
Board"
							iv) Is the Chairman a former MD/CEO or ED of	No. The Chairman has never been a former
								the Company? Yes/No		MD/CEO or an Executive Director of the Company.
								If yes, when did his/her tenure as MD end?
							v) When was he/she appointed as Chairman?	The Chairman was appointed on 23rd December,
										2019.

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018