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

Section B - General Information

S/No.

Items

Details

1

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

i.

Company Name

MCNICHOLS CONSOLIDATED PLC

ii.

Date of Incorporation

26TH APRIL 2004

iii.

RC Number

509201

iv.

License Number

v.

Company Physical Address

7, JEMINAT LAALU STREET, AREPO, OGUN

STATE

vi.

Company Website Address

www.mcnicholsplc.com

vii.

Financial Year End

31ST DECEMBER, 2022

viii.

Is the Company a part of a Group/Holding Company?

Yes/No

NO

If yes, please state the name of the Group/Holding

Company

ix.

Name and Address of Company Secretary

S.E NOMUOJA & CO. 12B, FAGBA

CRESCENT, AGIDINGBI, IKEJA, LAGOS

x.

Name and Address of External Auditor(s)

Gbenga Badejo & Co, Plot 8A, Ajumobi

Olorunoje Street, Off Acme Road, Ikeja,

Lagos.

xi.

Name and Address of Registrar(s)

CORONATION REGISTRARS LIMITED, 10

AMODU OJIKUTU STREET, VICTORIA ISLAND,

LAGOS

xii.

Investor Relations Contact Person

EPHRAIM NWAIMO

(E-mail and Phone No.)

08150475075

mcnicholsinvestors@yahoo.com

xiii.

Name of the Governance Evaluation Consultant

xiv.

Name of the Board Evaluation Consultant

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

Remark

(Chairman, MD, INED, NED,

Appointed/ Elected

ED)

1

OLUSEGUN LAYODE

CHAIRMAN/NED

MALE

16TH APRIL 2019

2

CHIMARAOKE EKPE

MANAGING DIRECTOR/ED

MALE

26TH APRIL 2004

3

ONYEBUCHI AGUBESI

NED

MALE

24TH AUGUST 2007

4

NNEKA BRIGGS

NED

FEMALE

24TH AUGUST 2007

5

OZURUMBA AFIGBO

INED

MALE

17TH AUGUST 2015

6

HILDA NKOR

INED

FEMALE

29TH JULY 2021

7

NZEAKOR ATULOMAH

INED

MALE

29TH JULY 2021

2

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

No. of

Membership of

Designation

Number of Committee

Number of

Board

Board

Board

(Member or

Meetings Held in the

Committee

Meetings

Meetings

Committees

Chairman)

Reporting Year

Meetings

Held in the

Attended

Attended in

Reporting

in the

the

Year

Reporting

Reporting

Year

Year

1

OLUSEGUN LAYODE

5

5

-

-

-

-

2

CHIMARAOKE EKPE

5

5

-

-

-

-

3

ONYEBUCHI AGUBESI

5

4

AUDIT

MEMBER

4

3

GOVERNANCE

CHAIRMAN

1

1

&

REMUNERATION

4

NNEKA BRIGGS

5

4

GOVERNANCE

MEMBER

1

1

&

MEMBER

REMUNERATION

5

OZURUMBA AFIGBO

5

4

AUDIT

MEMBER

4

3

FINANCE &

CHAIRMAN

2

2

RISK

MANAGEMENT

6

HILDA NKOR

5

5

GOVERNANCE

MEMBER

1

1

&

REMUNERATION

7

NZEAKOR ATULOMAH

5

4

FINANCE &

MEMBER

1

1

RISK

MANAGEMENT

Section D - Details of Senior Management of the Company

1.

Senior Management:

S/No.

Names

Position Held

Gender

1

CHIMARAOKE EKPE

MANAGING DIRECTOR

MALE

2

EPHRAIM NWAIMO

HUMAN RESOURCES MANAGER

MALE

3

BOLAJI ABBAS

CHIEF ACCOUNTANT

MALE

4

TEMITOPE ADEBAYO

FINANCE MANAGER

MALE

3

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

5

6

MICHAEL ATOYEBI

PRODUCTION MANAGER

MALE

SEGUN OLATUNDUN

MARKETING MANAGER

MALE

4

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

"A

successful Company is

which sets out its responsibilities and terms of

YES. It was reviewed last in 2022

reference? Yes/No

YES

headed

by

an

effective

If yes, when was it last reviewed?

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

Mr. Olusegun Layode has BSc, MBA, FCA. He is

and Composition

of the directors?

experienced in finance and business process

"The

effective

discharge of

reengineering, change management and

corporate strategies.

the

responsibilities

of

the

Board and its committees is

Mr. Chimaraoke Ekpe has BSc, MBA. He has

assured by an appropriate

extensive experience in business consulting &

balance of skills and diversity

operations management. He has facilitated several

(including

experience

and

courses locally and internationally in business

gender)

without

management and entrepreneurship.

compromising

competence,

Ven. Onyebuchi Agubesi has BSc, BA. He has

independence

and integrity

extensive experience in international procurement,

"

information technology and data analysis.

Mrs. Nneka Briggs has BA. She has extensive

experience in customer relationship management in

the Airline industry.

Mr. Ozurumba Afigbo has B.Eng, ACA. He has

extensive experience in banking, management

consulting & financial advisory.

Mrs. Hilda Nkor has a BSc degree with vast

experience in banking, health and in corporate

sectors. As a consultant, she has conducted board

assessment and evaluation for over 35 corporate

organisations.

Mr. Nzeakor Atulomah has LLB, BL, MBA. He has vast

experience in business and commercial law,

corporate governance and enterprises

management.

ii) Does the company have a Board-approved

YES

diversity policy? Yes/No YES

Board diversity has been achieved both in gender

If yes, to what extent have the diversity

and in corporate business experiences shown in the

targets been achieved?

directors‟ qualifications above.

  1. Are there directors holding concurrent NO directorships? Yes/No

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

5

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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McNichols Consolidated plc published this content on 31 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 January 2023 12:07:05 UTC.