OMATEK VENTURES : CODE OF CORPORATE GOVERNANCE

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:

• 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	Omatek Ventures Plc
ii.	Date of Incorporation	06/ 07/ 1988
iii.	RC Number	115161
iv.	License Number
v.	Company Physical Address	11 KUDIRAT ABIOLA ROAD, (FORMERLY OREGUN ROAD) IKEJA, LAGOS NIGERIA LAGOS
vi.	Company Website Address	www.omatek.ng
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 Omatek Ventures Plc
ix.	Name and Address of Company Secretary	IKOTUN, TEMOWO & CO. (ZIONGATES CHAMBERS 201, COPPER HOUSE, 4, ALGIERS STREET, WUSE ZONE 5, ABUJA- FCT
x.	Name and Address of External Auditor(s)	OLUKAYODE AINA AND CO 2, SOPHIE KUYE STREET, GBAGADA PHASE 1, SOMOLU, LAGOS [e-mail]
xi.	Name and Address of Registrar(s)	CARNATION REGISTRARS 2A GBAGADA EXPRESSWAY ANTHONY,LAGOS. 07066440781 , 01-4526020 E-mail:[e-mail]
xii.	Investor Relations Contact Person (E-mail and Phone No.)
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 (Chairman, MD, INED, NED, ED)	Gender	Date First Appointed/ Elected	Remark
1.	DR. TIMOTHY FARINRE	CHAIRMAN	MALE	JULY 1988
2.	ALH. IBRAHIM DASUKI NAKANDE	NED	MALE	MARCH 2008
3.	MR. YEMI OGUNDIPE	GROUP MANAGING DIRECTOR	MALE	MARCH 2017
4.	MR. TEMIDAYO SERIKI	MEMBER	MALE	JUNE 2022

2. Attendance at Board and Committee Meetings:

S/No.	Names of Board Members	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.	DR. TIMOTHY FARINRE	4	4	NIL	CHAIRMAN	5	NIL (THE CHAIRMAN IS NOT A MEMBER OF THE AUDIT COMMITTEE)
2.	MR. YEMI OGUNDIPE	4	4	1	GROUP MANAGING DIRECTOR	4	4
3.	ALHAJI IBRAHIM DASUKI NAKANDE	4	3	1	MEMBER	4	3
4.	MR. TEMIDAYO SERIKI	4	3	1	MEMBER	4	3

Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.	Names	Position Held	Gender
1	Emmanuel Nwabuike	GM Corporate Servcies	Male
2	Olanrewaju Akinloye	GM Technical	Male
3	Anthony Ohmenke	CFO	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 2020 (COMPANIES AND ALLIED MATTERS ACT 2020)	THE BOARD WORKS IN LINE WITH THE COMPANY MEMORANDUM AND ARTICLES OF ASSOCIATION DULY REGISTERED WITH THE CORPORATE AFFAIRS COMMISSION. IT ALSO WORKS IN LINE WITH THE COMPANIES AND ALLIED MATTERS ACT, WHICH HAS SINCE BEEN REVIEWED AND THE CURRENT ONE IN PLACE IS THE COMPANIES AND ALLIED MATTERS ACT 2020. THE BOARD ALSO WORKS IN LINE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
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?	a. THE CHAIRMAN DR. TIMOTHY FARINRE HOLDS A BACHELOR OF SCIENCE DEGREE, A MASTERS DEGREE AND A DOCTORATE DEGREE FROM UNIVERSITIES OF PRINCETON AND PENNSYLVANIA. HE WORKED AT THE DAVID SARNOFF RESEARCH CENTREOF RCA CORPORATION IN THE UNITED STATES BEFORE RETURNING TO NIGERIA WHERE HE BECAME THE FIRST NIGERIAN DIRECTOR OF ICT WITH SHELL PETROLUEM DEVELOPMENT CORPORATION. b. MR. YEMI OGUNDIPE FCA. IS A QUALIFIED CHARTERED ACCOUNTANT AND HAD PREVIOUSLY WORKED WITH THE PRESTIGOUS FIRM OF MESSRS. COOPER & LYBRND NOW PRICE WATER HOUSE COOPERS. HE IS A FELLOW OF THE INSTITUTE OF CHARTERED ACCOUNTANTS AND INSTITUTE OF TAXATION. HE HAS ALSO WORKED IN THE PRIVATE SECTOR IN THE FIELD OF INFORMATION TECHNOLOGY. HE HAS CONSULTED WIDELY FOR OMATEK GROUP AND BRINGS TO BEAR HIS WEALTH OF MANAGEMENT EXPERIENCE IN BOTH THE PUBLIC AND PRIVATE SECTOR. c. ALHAJI IBRAHIM DASUKI NAKANDE GRADUATED FROM KADUNA POLYTECHNIC IN 1980. HE IS AN ALUMNUS OF THE LAGOS BUSINESS SCHOOL. HE IS A MEMBER OF THE CHARTERED INSTITUTE OF ADMINSITRATORS. HE SERVED AS SECRETARY JOS NORTH LOCAL GOVERNMENT AREA OF PLATEAU STATE. HE JOINED NITEL WHERE HE ROSE TO THE POST OF DEPUTY GENERAL MANAGER / TERRITORIAL MANAGER IN LAGOS ISLAND FROM 1997- 2000 WHEN HE RETIRED. HE WAS APPOINTED MINISTER OF STATE FOR INFORMATION AND COMMUNICATIONS IN JULY OF 2007 WHERE HE SERVED MERITORIOUSLY TILL NOVEMBER, 2008.
Principles	Reporting Questions	Explanation on application or deviation
d. MR. TEMIDAYO SERIKI IS A GRADUATE OF KEELE UNIVERSITY, UNITED KINGDOM. HE IS A SPECIALIST IN BUSINESS MANAGEMENT AND CUSTOMER SUCCESS. HE IS THE SON OF THE LATE GROUP MANAGING DIRECTOR (GMD) OF OMATEK VENTURES PLC. MRS. FLORENCE SERIKI FNSE, MFR. HE REPRESENTS THE ESTATE OF THE LATE GMD WHO IS ALSO THE LARGEST SINGLE INVESTOR IN THE COMPANY.
ii) Does the company have a Board-approved diversity policy? Yes/No If yes, to what extent have the diversity targets been achieved?	NO. THE BOARD HAS ALWAYS HAD A FUTURISTIC APPROACH AND HAS BROUGHT IN THE BEST HANDS IN EACH FIELD.
iii) Are there directors holding concurrent directorships? Yes/No If yes, state names of the directors and the companies?
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.	THE MEMBERS OF THE BOARD ON THE AUDIT COMMITTEE OF THE COMPANY ARE ONLY MEMBERS OF THE COMMITTEE
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.	THE CHAIRMAN OF THE BOARD IS NOT THE CHAIR OR A MEMBER OF ANY COMMITTEE
ii)At which Committee meeting(s) was the Chairman in attendance during the period under review ?	THE CHAIRMAN OF THE BOARD IS NOT A COMMITTEE MEMBER
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?	MAY 2008
vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No If yes, specify which document	YES. THEY ARE CLEARLY DEFINED IN THE ARTICLES OF ASSSOCIATION OF THE COMPANY AND IN THE CAMA 2020
Principle Director/ Officer 4: Chief Managing Executive "The ManagingDirector/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?	AUDIT COMMITTEE
iv)Is the MD/CEO serving as NED in any other company? Yes/no.
Principles	Reporting Questions	Explanation on application or deviation
If yes, please state the company(ies)?
v)Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No
Principle Directors 5:Executive 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	THERE ARE NO EXECUTIVE DIRECTORS
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?
iii)Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No
iv)Are there EDs serving as NEDs in any other company? Yes/No If yes, please list
v)Are their memberships in these companies in line with Board-approved policy? Yes/No
Principle Directors 6:Non-Executive 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. THEY ARE CLEARLY DEFINED IN THE ARTICLES OF ASSOCIATON OF THE COMPANY AND IN CAMA 2020
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 THIS INFORMATION IS PROVIDED BEFORE BOARD MEETINGS ARE HELD AND DURING BOARD MEETINGS
v)What is theprocess ofcompleteness and information provided? adequacyensuring of the	THE INFORMATION IS USUALLY SUPPLIED FROM THE OFFICE OF THE GROUP MANAGING DIRECTOR IN COLLABORATION WITH THE OFFICE OF THE COMPANY SECRETARY.
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	THERE ARE NO INDEPENDENT NON EXECUTIVE DIRECTORS
ii)Are there any exceptions?
iii)What is the process of selecting INEDs?
iv)Do the INEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No
v)Do the INEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No
Principles	Reporting Questions	Explanation on application or deviation
vi)Does the Board ascertain and confirm the independence of the INEDs? Yes/No If yes, how often? What is the process?
vii) Is the INED a Shareholder of the Company? Yes/No If yes, what is the percentage shareholding?
viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding? Yes/No If yes, provide details.
ix)What are the remuneration? componentsofINEDs
Principle Secretary 8:Company "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?	OUTSOURCED
ii) What is the qualification and experience of the Company Secretary?	THE LAW FIRM OF ZIONGATES CHAMBERS, LAW OFFICE OF IKOTUN, TEMOWO & CO.; IS A FIRM OF LEGAL PRACTITIONERS, CORPORATE ATTORNEYS, LEGAL SECRETARIES, ARBITRATORS, MEDIATORS & SOLICITORS AND ADVOCATES OF THE SUPREME COURT OF NIGERIA. THE FIRM IS MADE UP OF VIBRANT LAWYERS WITH A WIDE RANGE OF EXPERIENCE AND WITH THE SINGULAR AIM OF PRODUCING RESULTS THAT MEET THE ASPIRATIONS OF CLIENTS. THE EMPHASIS OF THE FIRM IS TO PROVIDE SOLUTIONS TO THE QUESTIONS AND PROBLEMS OF CLIENTS, WHILE MEETING THE NEEDS OF THE CORPORATE WORLD. ▪CORPORATE LEGAL PRACTICE ▪ARBITRATORS & MEDIATORS ▪LEGAL SECRETARIES ▪PROPERTY MANAGERS ▪SOLICITORS AND ADVOCATES THE FIRM PROVIDES CONSULTANCY SERVICES WITH REGARD TO ADVISING ON COMPLIANCE WITH THE LAWS AND REGULATIONS GOVERNING REGISTERED COMPANIES IN NIGERIA. THIS RANGES FROM FRESH INCORPORATIONS; ADVISING ON SHARES INCREASE; MORTGAGES; DEBENTURE STRUCTURING; ADVISING ON AND FILING OF ALL STATUTORY RETURNS; REGISTRATIONS OF TRADEMARKS; PATENTS AND DESIGN; ADVISING ON INSURANCE CLAIMS; ADVISING AND ASSISTING FOREIGN COMPANIES WHO INTEND TO SET UP BUSINESS IN NIGERIA ON THE LEGAL REQUIREMENTS NECESSARY FOR THE TRANSACTION OF THEIR BUSINESS ETC.
iii) Where the Company Secretary is an employee of the Company, is the person a member of senior management?
iv) Who does the Company Secretary report to?	THE COMPANY SECRETARY REPORTS TO THE BOARD AND TO THE GROUP MANAGING DIRECTOR
v) What is the appointment and removal process of the Company Secretary?	IT IS IN LNE WITH THE PROVISIONS OF CAMA 2020
vi) Who undertakes and approves the performance appraisal of the Company Secretary?	THE BOARD OF DIRECTORS THROUGH THE GROUP MANAGING DIRECTOR
Principles	Reporting Questions	Explanation on application or deviation
Principle 9: Access Independent Advice to "Directors are sometimes required to make decisions of a technical and complex nature that may require independent expertise" external	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 OF DIRECTORS IS MADE OF PROFESSIONALS IN THEIR OWN FIELDS IN THEIR OWN RIGHT. THEY ACCESS INDEPENDENT PROFESSIONAL ADVICE WHENEVER THE NEED ARISES. THIS IS AS PROVIDED FOR IN THE NIGERIAN CODE OF COPRPORATE GOVERNANCE 2018
ii) Who bears the cost for the independent professional advice?	THE DIRECTORS
iii) During the period under review, did theDirectors obtain any professional advice? Yes/No If yes, provide details. independent	YES. THEY HAVE SOUGHT ADVICE ON THE RESOLUTION OF THE MATTERS BETWEEN THE COMPANY AND THE BANK OF INDUSTRY (BOI), FIRST BANK PLC. AND ECOBANK PLC. FROM SEVERAL QUARTERS.
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 MEETINGS ARE CIRCULATED TO BOARD MEMBERS AFTER EACH MEETING BY THE COMPANY SECRETARY. CORRECTIONS AND INPUT ARE MADE BY EACH DIRECTOR AND RETURNED TO THE COMPANY SECRTARY. THE COMPANY SECRETARY THEN MAKES A FINAL COPY WHICH IS AGAIN DELIBERATED UPON AT THE BOARD MEETING BEFORE FINAL APPROVAL AND ADOPTION BY THE BOARD OF DIRECTORS AT THE MEETING.
ii) What are the timelines for sending the minutes to Directors?	14 DAYS AFTER THE BOARD MEETING
iii) What are the implications for Directors who do not meet the Company policy on meeting attendance?	THEY ARE INFORMED OF THE IMPLICATIONS IN LINE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018.
Principle Committees 11:Board "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. IT IS CONTAINED IN THE COMPANIES AND ALLIED MATTERS ACT 2020 IT IS ALSO CONTAINED IN THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
ii) What is the process for reviewing and approving minutes of Board Committee of meetings?	MINUTES OF MEETINGS ARE CIRCULATED TO COMMITTEE MEMBERS AFTER EACH MEETING BY THE COMPANY SECRETARY. CORRECTIONS AND INPUT ARE MADE BY EACH COMMITTEE MEMBER AND RETURNED TO THE COMPANY SECRTARY. THE COMPANY SECRETARY THEN MAKES A FINAL COPY WHICH IS AGAIN DELIBERATED UPON AT THE COMMITTEE MEETING BEFORE FINAL APPROVAL AND ADOPTION BY THE COMMITTEE AT THE MEETING.
iii) What are the timelines for sending the minutes to the COMMITTEES?	14 DAYS
iv) Who acts as Secretary to board committees?	THE COMPANY SECRETARY
v) What Board Committees are responsible for the following matters? a) Nomination and Governance b) Remuneration c) Audit d) Risk Management	BOARD OF DIRECTORS AND THE AUDIT COMMITTEE

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