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:
- Every line item and indicator must be completed.
- Respond to each question with "Yes" where you have applied the principle, and
"No" where you are yet to apply the principle.
- An explanation on how you are applying the principle, or otherwise should be included as part of your response.
- 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 | JOHN HOLT PLC | ||||||||
ii. | Date of Incorporation | 1961 | ||||||||
iii. | RC Number | 2662 | ||||||||
iv. | License Number | NO | ||||||||
v. | Company Physical Address | 11B, ILABERE AVENUE, IKOYI, | ||||||||
LAGOS | ||||||||||
vi. | Company Website Address | WWW.JHPLC.COM | ||||||||
vii. | Financial Year End | 30 SEPTEMBER | ||||||||
viii. | Is the Company a part of a Group/Holding Company? | |||||||||
Yes/No | YES | |||||||||
If yes, please state the | name of the Group/Holding | JOHN HOLT PLC | ||||||||
Company | ||||||||||
ix. | Name and Address of Company Secretary | ADA NKWOCHA | ||||||||
30 OLUFEMI PETERS, IRE AKARI | ||||||||||
ESTATE, ISOLO - LAGOS | ||||||||||
x. | Name and Address of External Auditor(s) | BDO PROFESSIONAL SERVICES | ||||||||
15 CIPM AVENUE, CBD, ALAUSA, | ||||||||||
IKEJA - LAGOS | ||||||||||
xi. | Name and Address of Registrar(s) | GREENWICH REGISTRARS AND | ||||||||
DATA SOLUTIONS 274 MURTALA | ||||||||||
MOHAMMED WAY, ALAGOMEJI, | ||||||||||
YABA - LAGOS | ||||||||||
xii. | Investor Relations Contact Person | ADA NKWOCHA | ||||||||
(E-mail and Phone No.) | ANKWOCHA@JHPLC.COM, | |||||||||
08035100888 | ||||||||||
xiii. | Name of the Governance Evaluation Consultant | NO | ||||||||
xiv. | Name of the Board Evaluation Consultant | NO | ||||||||
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 | Chief Christopher Ezeh | Chairman | M | 2001 | ||||||
2 | Dr. Christopher Ezeh | GMD | M | 2013 (ED | ||||||
OPERATIONS) | ||||||||||
3 | Mr. Adeche Okeje | ED (Finance Director) | M | 2016 | ||||||
4 | Mr. Adim Jibunoh | NED | M | 2020 | ||||||
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
2. Attendance at Board and Committee Meetings:
S/No. | Names of Board Members | No. of Board | No. of | Membership | Designation | Number of Committee | Number of |
Meetings | Board | of Board | (Member or | Meetings Held in the | Committee | ||
Held in the | Meetings | Committees | Chairman) | Reporting Year | Meetings | ||
Reporting | Attended | Attended in | |||||
Year | in the | the | |||||
Reporting | Reporting | ||||||
Year | Year | ||||||
1 | Chief Christopher Ezeh | 4 | 4 | - | - | - | - |
2 | Dr. Christopher Ezeh | 4 | 4 | - | - | - | - |
3 | Mr. Adeche Okeje | 4 | 4 | - | - | - | 4 |
4 | Mr. Adim Jibunoh | 4 | 4 | 1 | Member | 4 | 4 |
Section D - Details of Senior Management of the Company | ||||
1. | Senior Management: | |||
S/No. | Names | Position Held | Gender | |
1 | Dr. Christopher Ezeh | Group Managing Director | M | |
2 | Mr. Adeche Okeje | Finance Director | M | |
3 | Mrs. Ada Nkwocha | Company Secretary | F | |
4 | Mr. Kris Nwachukwu | Senior Executive | M | |
5 | Mr. Julius Ayodele | Divisional Chief Accountant | ||
Abayomi | M | |||
6 | Mr. Clifford Obanor | Service Co-ordinator | M | |
7 | Mr. Abolade Oladejo | Internal Audit Manager | M | |
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
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 | i) Does the Board have an approved Charter | YES. | ||||||||
"A | successful | Company is | which sets out its responsibilities and terms of | THE BOARD HAS AN APPROVED CHARTER | ||||||
reference? Yes/No | ||||||||||
headed | by | an | effective | |||||||
If yes, when was it last reviewed? | WHICH SETS OUT THE RESPONSIBILITIES OF | |||||||||
Board which is responsible for | ||||||||||
providing | entrepreneurial | THE BOARD AND CONTAINS THE | ||||||||
and | strategic | leadership as | CORPORATE GOVERNANCE POLICIES AND | |||||||
well | as | promoting ethical | ||||||||
PRACTICES. | ||||||||||
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 | THE COMPANY'S BOARD CHARTER IS | ||||||
best | interest | of | the | REVIEWED PERIODICALLY BASED ON | ||||||
shareholders | and | other | ||||||||
CIRCUMSTANCES AND CHANGES THAT | ||||||||||
stakeholders while sustaining | ||||||||||
the | prosperity | of | the | MAY NECESSITATE THE REVIEW. | ||||||
Company" | ||||||||||
Principle | 2: Board | Structure | i) What are the qualifications and experiences | THE DIRECTORS ARE APPOINTED TO ENSURE | ||||||
and Composition | of the directors? | AN APPROPRIATE BALANCE OF SKILLS, | ||||||||
"The | effective | discharge of | QUALIFICATIONS AND EXPERIENCES. | |||||||
the | responsibilities | of | the | THEIR PROFILES ARE DETAILED IN THE | ||||||
Board and its committees is | APPENDIX 1 - DIRECTORS' PROFILE IS | |||||||||
assured by an | appropriate | |||||||||
ATTACHED FOR YOUR REFERENCE. | ||||||||||
balance of skills and diversity | ||||||||||
(including | experience | and | ||||||||
ii) Does the company have a Board-approved | ||||||||||
gender) | without | |||||||||
diversity policy? Yes/No | ||||||||||
compromising | competence, | NO | ||||||||
independence | and | integrity | If yes, to what extent have | the diversity | ||||||
" | ||||||||||
targets been achieved? | ||||||||||
iii) Are there directors holding | concurrent | YES. THREE (3) OF THE DIRECTORS HOLD | ||||||||
directorships? Yes/No | CONCURRENT DIRECTORSHIPS IN OTHER | |||||||||
If yes, state names of the directors and the | ORGANISATIONS WHICH HAVE BEEN | |||||||||
companies? | APPROPRIATELY DISCLOSED TO THE | |||||||||
BOARD. THEIR CONCURRENT | ||||||||||
DIRECTORSHIPS HAVE BEEN CONSIDERED | ||||||||||
AND WOULD NOT AFFECT THEIR | ||||||||||
RESPONSIBILITIES AND EFFECTIVENESS ON | ||||||||||
THE COMPANY'S BOARD. | ||||||||||
THE DIRECTORS INVOLVED ARE: | ||||||||||
CHIEF CHRISTOPHER IKECHI EZEH | ||||||||||
- | ESUT BUSINESS COUNCIL | |||||||||
- | CHRISTOPHER UNIVERSITY | |||||||||
- | LENNARDS NIG. LTD. | |||||||||
- IGBO-UKWU MICROFINANCE BANK | ||||||||||
LTD. | ||||||||||
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Principles
Reporting Questions
Explanation on application or deviation
- JOHN HOLT AND COMPANY | |||||||||||
LIVERPOOL LIMITED UK | |||||||||||
- CRITTAL-HOPE NIG. LTD. | |||||||||||
DR. CHRISTOPHER EZEH | |||||||||||
- JOHN HOLT AND COMPANY | |||||||||||
LIVERPOOL LIMITED, UK | |||||||||||
- | CHRISTOPHER UNIVERSITY | ||||||||||
MR. ADIM JIBUNOR | |||||||||||
- | AVON HMO | ||||||||||
- | UNITED CAPITAL PLC | ||||||||||
- | TRANSCORP HOTELS PLC | ||||||||||
iv) Is the MD/CEO or an Executive Director a | NO. FOR INDEPENDENCE, THE BOARD | ||||||||||
chair of any Board Committee? Yes/No | CHARTER PROHIBITS THE MD/CEO AND EDs | ||||||||||
If yes, provide the names of the | FROM BEING CHAIR OF ANY OF THE | ||||||||||
Committees. | BOARD COMMITTEE. | ||||||||||
Principle 3: Chairman | i) | Is the Chairman a member or chair of any of | |||||||||
"The Chairman is responsible | the Board Committees? Yes/no | NO | |||||||||
for | providing | overall | If yes, list them. | ||||||||
leadership of the Company | |||||||||||
ii) | At which | Committee meeting(s) | was the | ||||||||
and the Board, and eliciting | |||||||||||
Chairman in attendance during the period | NONE | ||||||||||
the constructive participation | |||||||||||
under review? | |||||||||||
of all Directors to facilitate | |||||||||||
effective | direction of | the | |||||||||
Board" | |||||||||||
iii) Is the Chairman an INED or a NED? | NED | ||||||||||
iv) Is the Chairman a former MD/CEO or ED of | YES | ||||||||||
the Company? Yes/No | 1997/1998 | ||||||||||
If yes, when did his/her tenure as MD end? | |||||||||||
v) When was he/she appointed as Chairman? | 2001 | ||||||||||
vi) Are the | roles | and responsibilities of the | YES, IN THE BOARD CHARTER. | ||||||||
Chairman clearly defined? Yes/No If yes, | |||||||||||
specify which document | |||||||||||
Principle | 4: | Managing | i) | Does the MD/CEO have a contract of | |||||||
Director/ | Chief | Executive | employment | which sets out his | authority | YES | |||||
Officer | and relationship with the Board? Yes/No | ||||||||||
"The | Managing | If no, in which documents is it specified? | |||||||||
Director/Chief | Executive | ||||||||||
ii) Does the MD/CEO declare any conflict of | |||||||||||
Officer | is the | head | of | ||||||||
interest | on | appointment, | annually, | ||||||||
management delegated by | YES | ||||||||||
thereafter and as they occur? Yes/No | |||||||||||
the Board to run the affairs of | |||||||||||
the Company to achieve its | |||||||||||
iii) Which of the Board Committee meetings | FINANCE COMMITTEE MEETING /RISK | ||||||||||
strategic | objectives | for | |||||||||
did the MD/CEO attend during the period | MANAGEMENT | ||||||||||
sustainable | corporate | ||||||||||
under review? | |||||||||||
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Principles | Reporting Questions | Explanation on application or deviation | |||||
performance" | iv) | Is the MD/CEO serving as NED in any other | YES | ||||
company? Yes/no. | JOHN HOLT LIVERPOOL LIMITED | ||||||
If yes, please state the company (ies)? | |||||||
v) Is the membership of the MD/CEO in these | YES | ||||||
companies in line with the Board-approved | |||||||
policies? Yes/No | |||||||
Principle | 5: | Executive | i) | Do the EDs have contracts of | YES | ||
Directors | employment? Yes/no | ||||||
Executive | Directors | support | |||||
ii) | If yes, do the contracts of employment set | ||||||
the Managing Director/Chief | out the roles and responsibilities of the EDs? | YES | |||||
Executive | Officer | in | the | Yes/No | |||
operations | and | If no, in which document are the roles and | |||||
management | of | the | responsibilities specified? | ||||
Company | |||||||
iii) Do the EDs declare any conflict of interest | |||||||
on appointment, annually, thereafter and | YES | ||||||
as they occur? Yes/No | |||||||
iv) | Are there EDs serving as NEDs in any other | NO | |||||
company? Yes/No | |||||||
If yes, please list | |||||||
v) Are their memberships in these companies | |||||||
in line with Board-approved policy? Yes/No | |||||||
Principle | 6: Non-Executive | i) | Are the roles and responsibilities of the | ||||
Directors | NEDs clearly defined and documented? | YES | |||||
Yes/No | |||||||
Non-Executive Directors bring | BOARD TERMS OF REFERENCE | ||||||
to bear | their | knowledge, | If yes, where are these documented? | ||||
expertise | and | independent | |||||
ii) | Do the NEDs have letters of appointment | ||||||
judgment | on | issues | of | ||||
specifying their duties, liabilities and terms | |||||||
strategy and | performance | YES | |||||
of engagement? Yes/No | |||||||
on the Board | |||||||
iii) | Do the NEDs declare any conflict of | ||||||
interest on appointment, annually, | YES | ||||||
thereafter and as they occur? Yes/No | |||||||
iv) | Are NEDs provided with information | YES | |||||
relating to the management of the | MONTHLY & QUARTERLY | ||||||
company and on all Board matters? | |||||||
Yes/No | |||||||
If yes, when is the information provided to | |||||||
the NEDs | |||||||
v) | What is the process of ensuring | BY CONDUCTING A BACKGROUND CHECK | |||||
completeness and adequacy of the | |||||||
information provided? | |||||||
vi) | Do NEDs have unfettered access to the | YES | |||||
EDs, Company Secretary and the Internal | |||||||
Auditor? Yes/No | |||||||
Principle | 7: | Independent | i) | Do the INEDs meet the independence | YES | ||
Non-Executive Directors | criteria prescribed under Section 7.2 of the | ||||||
Independent Non-Executive | Code? Yes/No | ||||||
Directors bring a high degree | ii) | Are there any exceptions? | NO | ||||
of objectivity to the Board for | |||||||
iii) | What is the process of selecting INEDs? | RECOMMENDATION AND REPUTATION | |||||
sustaining | stakeholder | trust | |||||
and confidence" | |||||||
iv) | Do the INEDs have letters of appointment | ||||||
specifying their duties, liabilities and terms |
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Principles | Reporting Questions | Explanation on application or deviation | ||||||||||||||||
of engagement? Yes/No | YES | |||||||||||||||||
v) | Do | the | INEDs | declare | any | conflict | of | |||||||||||
interest | on | appointment, | annually, | YES | ||||||||||||||
thereafter and as they occur? Yes/No | ||||||||||||||||||
vi) Does the Board ascertain and confirm the | YES | |||||||||||||||||
independence of the INEDs? Yes/No | ANNUALLY | |||||||||||||||||
If yes, how often? | ||||||||||||||||||
What is the process? | ||||||||||||||||||
vii) | Is | the INED a Shareholder of the | YES | |||||||||||||||
Company? Yes/No | ||||||||||||||||||
If yes, what is the percentage | ||||||||||||||||||
shareholding? | 0.091% | |||||||||||||||||
viii) | Does the INED have another relationship | |||||||||||||||||
with the Company apart from directorship | NO | |||||||||||||||||
and/or shareholding? Yes/No | ||||||||||||||||||
If yes, provide details. | ||||||||||||||||||
ix) | What are the components of INEDs | DIRECTOR'S FEE AND SITTING ALLOWANCE | ||||||||||||||||
remuneration? | ||||||||||||||||||
Principle | 8: | Company | i) | Is the Company Secretary in-house or | IN-HOUSE | |||||||||||||
Secretary | outsourced? | |||||||||||||||||
"The Company | Secretary | |||||||||||||||||
ii) | What is the qualification and experience of | LL.B; BL. LLM AND CHARTERED SECRETARY, | ||||||||||||||||
support | the | effectiveness of | the Company Secretary? | 20 YRS | ||||||||||||||
the Board by assisting the | ||||||||||||||||||
Board and management to | ||||||||||||||||||
iii) Where the Company Secretary is an | ||||||||||||||||||
develop | good | corporate | employee of the Company, is the person a | |||||||||||||||
governance | practices | and | member of senior management? | YES | ||||||||||||||
culture within the Company" | ||||||||||||||||||
iv) Who does the Company Secretary report | GMD/CEO/CHAIRMAN | |||||||||||||||||
to? | ||||||||||||||||||
v) | What is the appointment and removal | CAMA AND COMPANY MANUAL | ||||||||||||||||
process of the Company Secretary? | ||||||||||||||||||
vi) Who | undertakes | and | approves | the | GMD AND BOARD | |||||||||||||
performance appraisal of the Company | ||||||||||||||||||
Secretary? | ||||||||||||||||||
Principle | 9: | Access | to | i) | Does the company have a Board-approved | |||||||||||||
Independent Advice | policy that allows directors access to | NO | ||||||||||||||||
"Directors | are | sometimes | independent professional | advice in | the | |||||||||||||
discharge of their duties? Yes/No | ||||||||||||||||||
required to make decisions of | ||||||||||||||||||
a technical | and | complex | If yes, where is it documented? | |||||||||||||||
nature | that | may | require | |||||||||||||||
ii) Who | bears | the | cost | for the independent | ||||||||||||||
independent | external | |||||||||||||||||
professional advice? | ||||||||||||||||||
expertise" | THE COMPANY | |||||||||||||||||
iii) During the period under review, did the | ||||||||||||||||||
Directors | obtain | any | independent | NO | ||||||||||||||
professional advice? Yes/No | ||||||||||||||||||
If yes, provide details. | ||||||||||||||||||
Principle 10: Meetings of the | i) What | is the process for reviewing and | FROM THE COMPANY SECRETARY TO THE | |||||||||||||||
Board | approving minutes of Board meetings? | MEMBERS OF THE BOARD FOR REVIEW | ||||||||||||||||
"Meetings | are | the | principal | BEFORE APPROVAL AT THE NEXT MEETING | ||||||||||||||
vehicle | for | conducting | the | |||||||||||||||
ii) What | are the timelines for sending the | 3 DAYS AFTER EACH MEETING | ||||||||||||||||
business of the Board and | ||||||||||||||||||
successfully | fulfilling | the | minutes to Directors? | |||||||||||||||
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Principles | Reporting Questions | Explanation on application or deviation | ||||||
strategic objectives | of | the | iii) What are the implications for Directors who | REQUEST TO APPOINT ALTERNATE | ||||
Company" | do not meet the Company policy on | DIRECTOR TO REPRESENT AT THE MEETING | ||||||
meeting attendance? | ||||||||
Principle | 11: | Board | i) | Do the Board Committees have Board- | ||||
Committees | approved Charters which set out their | YES | ||||||
"To ensure | efficiency | and | responsibilities and terms of reference? | |||||
Yes/No | ||||||||
effectiveness, | the | Board | ||||||
delegates | some | of | its | ii) What | is the process for reviewing and | FROM COMPANY SECRETARY TO MEMBERS | ||
functions, | duties | and | approving minutes of Board Committee of | FOR REVIEW BEFORE APPROVAL AT THE | ||||
responsibilities | to | well- | meetings? | |||||
NEXT MEETING | ||||||||
structured | committees, | |||||||
without | abdicating | its | ||||||
iii) What are the timelines for sending the | 3 DAYS | |||||||
responsibilities" | ||||||||
minutes to the directors? | ||||||||
iv) Who | acts as Secretary to board | THE COMPANY SECRETARY | ||||||
committees? | ||||||||
v) What Board Committees are responsible for | ||||||||
the following matters? | c) AUDIT COMMITTEE | |||||||
a) | Nomination and Governance | |||||||
b) | Remuneration | |||||||
c) | Audit | |||||||
d) | Risk Management | |||||||
vi) What is the process of appointing the chair | THE COMMITTEE MEMBERS ELECT THEIR | |||||||
of each committee ? | CHAIRMAN | |||||||
Committee responsible for | Nomination and Governance | |||||||
vii) What is the proportion of INEDs to NEDs on | ||||||||
the Committee responsible for Nomination | ||||||||
and Governance? | ||||||||
viii) Is the chairman of the Committee a NED or | ||||||||
INED ? | ||||||||
ix) | Does the Company have a succession plan | |||||||
policy? Yes/No | ||||||||
If yes, how often is it reviewed? | ||||||||
x) | How often are Board and Committee | |||||||
charters as well as other governance policies | ||||||||
reviewed? | ||||||||
xi) | How does the committee report on its | |||||||
activities to the Board? | ||||||||
Committee responsible for Remuneration
xii) What is the proportion of INEDs to NEDs on | THE BOARD IS YET TO APPOINT AN INED | |||||
the | Committee | responsible | for | TO REPLACE THE INED THAT RESIGNED | ||
Remuneration? | ||||||
DURING THE PERIOD UNDER REVIEW. | ||||||
xiii) Is the chairman of the Committee a NED | NED | |||||
or INED ? | ||||||
Committee | responsible for Audit | |||||
xiv) Does the Company have a Board Audit | ||||||
Committee separate | from the Statutory | YES | ||||
Audit Committee? Yes/No | ||||||
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Principles | Reporting Questions | Explanation on application or deviation | |||||||
xv) | Are members of the Committee | YES | |||||||
responsible for Audit financially literate? | |||||||||
Yes/No | |||||||||
xvi) | What are their qualifications and | CHARTERED ACCOUNTANTS AND AS | |||||||
experience? | STATED UNDER PRINCIPLE NO. 2 AT PAGE 5 | ||||||||
xvii) Name | the | financial | expert(s) on | the | |||||
Committee responsible for Audit | MR. ADECHE OKEJE | ||||||||
xviii) How | often | does | the | Committee | |||||
responsible | for | Audit review | the internal | QUARTERLY | |||||
auditor's reports? | |||||||||
xix) | Does the Company have a Board | ||||||||
approved | internal control framework in | YES | |||||||
place? Yes/No | |||||||||
xx) | How does the Board monitor compliance | ||||||||
with the internal control framework? | DURING REVIEWS | ||||||||
xxi) | Does the Committee responsible for Audit | ||||||||
review the External Auditors management | YES | ||||||||
letter, Key Audit Matters and management | |||||||||
response to issues raised? Yes/No | |||||||||
Please explain. | |||||||||
xxii) Is | there a | Board-approved policy that | |||||||
clearly specifies the non-audit services that | YES | ||||||||
the external auditor shall not provide? | |||||||||
Yes/No | |||||||||
xxiii) How many times did the Audit Committee | |||||||||
hold discussions with the head of internal | ONCE/ANNUALLY | ||||||||
audit function and external auditors | |||||||||
without the management during the | |||||||||
period under review? | |||||||||
Committee responsible for Risk Management | |||||||||
xxiv)Is the Chairman of the Risk Committee a | NED | ||||||||
NED or an INED? | |||||||||
xxv) Is | there | a | Board | approved | Risk | ||||
Management framework? Yes/No? | YES | ||||||||
If yes, when was it approved? | |||||||||
xxvi)How often does the Committee review the | |||||||||
adequacy | and | effectiveness | of the | Risk | QUARTERLY | ||||
Management Controls in place? | |||||||||
Date of last review
-
Does the Company have a Board-
approved IT Data Governance
Framework? Yes/No | YES |
If yes, how often is it reviewed? | QUARTERLY |
xxviii) How often does the Committee receive | |
and review compliance report on the IT | QUARTERLY |
Data Governance Framework? | |
- Is the Chief Risk Officer (CRO) a member of Senior Management and does he have
relevant experience for this role? Yes/No | YES |
- How many meetings of the Committee did the CRO attend during the period under
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Principles | Reporting Questions | Explanation on application or deviation | |||||||
review? | 3 | ||||||||
Principle 12: Appointment to | i) | Is there a Board-approved policy for the | YES | ||||||
the Board | appointment of Directors? Yes/No | ||||||||
"A written, | clearly defined, | ||||||||
ii) | What criteria are considered for their | QUALIFICATION, YEARS OF EXPERIENCE | |||||||
rigorous, | formal | and | appointment? | AND REPUTATION | |||||
transparent procedure serves | |||||||||
as a guide for the selection | |||||||||
iii) What is the Board process for ascertaining | BACKGROUND CHECK | ||||||||
of Directors to ensure the | that prospective directors are fit and proper | ||||||||
appointment of high-quality | persons? | ||||||||
individuals to the Board" | |||||||||
iv) Is there a defined tenure for the following: | |||||||||
a) | The Chairman | NO | |||||||
b) | The MD/CEO | ||||||||
c) | INED | ||||||||
d) | NED | ||||||||
e) | EDs | ||||||||
v) Please state the tenure | |||||||||
vi) Does the Board have a process to ensure | YES | ||||||||
that it is refreshed periodically? Yes/No? | |||||||||
Principle 13: Induction | and | i) | Does the Board have a formal induction | YES | |||||
Continuing Education | programme for new directors? Yes/No | ||||||||
"A | formal | induction | |||||||
ii) During the period under review, were new | |||||||||
programme | on | joining | the | Directors appointed? Yes/No | NO | ||||
Board | as | well | as regular | ||||||
If yes, provide date of induction. | |||||||||
training | assists | Directors to | |||||||
effectively | discharge | their | |||||||
iii) Are | Directors | provided relevant training to | |||||||
duties to the Company" | |||||||||
enable them | effectively discharge their | YES | |||||||
duties? Yes/No | |||||||||
If yes, provide training details. | INSTITUTE OF DIRECTORS TRAINING | ||||||||
iv) How | do you assess the training needs of | BY REQUEST AND IDENTIFICATION OF | |||||||
Directors? | AREAS THAT NEEDS IMPROVEMENT | ||||||||
v) Is there a Board-approved training plan? | NONE FOR THE YEAR UNDER REVIEW | ||||||||
Yes/No | |||||||||
vi) Has it been budgeted for? Yes/No | NO | ||||||||
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"
- 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? | NO |
Yes/No | |||
iii) If yes, indicate whether internal or external. | NO | ||
Provide date of last evaluation. | |||
iv) Has the Board | Evaluation | report been | |
presented to the full Board? Yes/No | |||
If yes, indicate date of presentation. |
- Did the Chairman discuss the evaluation report with the individual directors? Yes/No
10
REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
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John Holt plc published this content on 28 December 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 December 2023 14:34:45 UTC.