PRESTIGE ASSURANCE : NCCG REPORTING FOR THE YEAR 2021

FINANCIAL REPORTING COUNCIL OF NIGERIA

(Federal Ministry of Industry, Trade & Investment)

FRC/CG/001: TEMPLATE FOR REPORTING COMPLIANCEWITH 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.
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.

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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

PRESTIGE ASSURANCE PLC

ii.

Date of Incorporation

06 January, 1970

iii.

RC Number

6753

iv.

License Number

RIC - 033

v.

Company Physical Address

19 Ligali Ayorinde Street Victoria Island, Lagos.

vi.

Company Website Address

www.prestigeassuranceplc.com

vii.

Financial Year End

31st December 2021

viii.

Is the Company a part of a Group/Holding

NO

Company? Yes/No

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

Company

ix.

Name and Address of Company Secretary

Chidinma Ibe-Louis(Ag. Company Secretary)

19 Ligali Ayorinde Street Victoria Island, Lagos.

x.

Name and Address of External Auditor(s)

Ernst & Young

10th &13th Floor UBA House, Marina, Lagos.

xi.

Name and Address of Registrar(s)

First Registrars & Investors Services Limited

2 Abebe Street Iganmu, Lagos.

xii.

Investor Relations Contact Person

Chidinma Ibe-Louis

(E-mail and Phone No.)

[e-mail]

09053900107

xiii.

Name of the Governance Evaluation Consultant

FINANCIAL INSTITUTIONS TRAINING CENTRE (FITC)

xiv.

Name of the Board Evaluation Consultant

FINANCIAL INSTITUTIONS TRAINING CENTRE (FITC)

Section C - Details of Board of the Company and Attendance at Meetings

1. Board Details:

S/N

Names of Board Members

Designation

Gender

Date First

Remark

(Chairman,

Appointed/

MD, INED,

Elected

NED, ED)

1

Mr. Adedoyin Salami

Chairman -

MALE

11th June 2018

NED

2

Mr. Atul Sahai

NED

MALE

10th February 2019

3

Mr. Anjan Dey

NED

MALE

29th January2019

Resigned with effect from 27th July 2021

4

Mr. Gopalan Raghu

NED

MALE

13th April, 2012

Retired with effect from 28th April 2021

5

Sir Muftau Oyegunle

NED

MALE

4th June 2013

6

Mrs. Funmi Oyetunji

INED

FEMALE

20th April 2018

7

Mrs Rekha Gopalkrishnan

NED

FEMALE

28th April 2021

8

Mr. Sarberswar Sahoo

ED

MALE

6th December 2019

Resigned with effect from 5th Nov. 2021

9

Mr. Rajesh Kamble

ED

MALE

9th March 2021

10

Mr Vadlamudi Raja

ED

MALE

20th January, 2021

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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 of	Designation	Number of	Number of
		Meetings	Board	Board	(Member or	Committee	Committee
		Held in the	Meetings	Committees	Chairman)	Meetings Held in	Meetings
		Reporting	Attended			the	Attended in the
		Year	in the			Reporting Year	Reporting
			Reporting				Year
			Year
1	Adedoyin Salami	8	7	NONE	Chairman	NONE	NONE
2
Mr Sarbeswar Sahoo	8	8	2	Member	8 (4 for each of	8
						the committees)
3	Mr. Gopalan Raghu	8	4	2	Member	8 (4 for each of	4
						the committees)
4	Sir Olakunle Oyegunle
8	8	2	Member	8 (4 for each of	8
						the committees)
5	Mrs Funmi Oyetunji	8	8	2	Member	8 (4 for each of	8
						the committees)
6	Mr. Vadlamudi Raja	8	8	2	Member	8 (4 for each of	8
						the committees)
7
Mrs Rekha Gopalkrishnan	8	6	NONE	Member	NONE	NONE
8	Mr Gopalan Raghu			Statutory Audit	Member	4	1
	Sir Olakunle Oyegunle
			Statutory Audit	Member	4	4
	Mrs Funmi Oyetunji			Statutory Audit	Member	4	3

Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.	Names	Position Held	Gender
1	Mr. Rajesh Kamble	Managing Director/CEO	Male
2	Mr. Vadlamudi Raja	Executive Director	Male
3	Mrs Ifeyinwa Edet	AGM Marketing/Business Development	Female
4	Mr Oluwadare Emmanuel	AGM Accounts & Finance/Chief Finance Officer	Male
5	Mrs Patricia Jibrin-Yaro	AGM Technical	Female
6	Mrs Eunice Aina	AGM Internal Audit & Control	Female
7	Mrs Chidinma Ibe-Louis	AGM Legal/ Acting Company Secretary	Female
8	Mr. Michael Osazuwa	AGM Oil & Energy/Special Risks	Male

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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, it has an approved Charter.
"A	successful	Company	is	which sets out its responsibilities and terms of
reference? Yes/No	It was reviewed in December 2018
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 and	i) What are the qualifications and experiences of	The directors have diverse professional
Composition						the directors?	qualifications as well as financial and technical
"The	effective	discharge	of				backgrounds. Their experiences range from
			financial, economics, audit, and insurance.
the	responsibilities	of		the
		ii) Does the company have a Board-approved	No, the company has developed a policy which
Board and its committees is
	diversity policy? Yes/No	provides diversity, inclusion and equality to all staff
assured by an appropriate
	If yes, to what extent have the diversity targets	irrespective of their gender, race, religion, ethnicity,
balance of skills and diversity
(including	experience	and		been achieved?	marital or social class. This would be approved by the
gender)			without				board.
compromising	competence,		iii) Are there	directors holding concurrent	Yes.
independence and integrity "		directorships? Yes/No	Muftau Oyegunle - Leadway Assurance Capital & Trust
								If yes, state names of the directors and the	Ltd; Leadway Assurance Hotels Ltd;
								companies?		Ilisan Microfinance Bank Ltd.
										Funmi Oyetunji - Nova Merchant Bank Ltd; Beyond
										Credit Ltd; Advantage Credit Ltd.
								iv) Is the MD/CEO or an Executive Director a	No, the MD/CEO and the Executive Director do not a
								chair of any Board Committee? Yes/No	chair of any Board Committee.
								If yes, provide the names of the Committees.
Principle 3: Chairman					i) Is the Chairman a member or chair of any of	No, the Chairman is not a member or chair of any
"The Chairman is responsible		the Board Committees? Yes/no	Board Committee.
	If yes, list them.
for	providing	overall
leadership of the Company
	ii) At which	Committee meeting(s) was the	None
and the Board, and eliciting
	Chairman in attendance during the period
the constructive participation
	under 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 the	No, the Chairman is not a former MD/CEO or ED of the
								Company? Yes/No	Company.
								If yes, when did his/her tenure as MD end?
								v) When was he/she appointed as Chairman?	He was appointed Chairman on 29th January 2018.
								vi) Are the roles and responsibilities of the	Yes, the roles and responsibilities of the
								Chairman clearly defined? Yes/No	Chairman clearly defined in the Board Charter.
								If yes, specify which document

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

	Principles			Reporting Questions		Explanation on application or deviation
Principle		4:	Managing	i) Does the MD/CEO have a contract of	Yes, the MD/CEO have a contract of employment
Director/		Chief	Executive	employment which sets out his authority	which sets out his authority and relationship with the
Officer						and relationship with the Board? Yes/No	Board.
"The			Managing	If no, in which documents is it specified?
Director/Chief	Executive	ii) Does the MD/CEO declare any conflict of	Yes, the MD/CEO declare any conflict of interest on
Officer	is	the	head	of	interest on appointment, annually,	appointment, annually, thereafter, and as they occur.
management delegated by
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 & Investment Committee
strategic		objectives	for	did the MD/CEO attend during the period	-	Risk Committee
sustainable corporate		under review?
performance"
			iv) Is the MD/CEO serving as NED in any other	Yes, the MD/CEO is serving as NED in other companies
						company? Yes/no.	-
						If yes, please state the company(ies)?	-	Leadway Pensure Limited
							-	Leadway Hotels Limited
						v) Is the membership of the MD/CEO in these	Yes, the membership of the MD/CEO in these
						companies in line with the Board-approved	companies in line with the Board-approved Charter.
						policies? Yes/No
Principle			5:			i) Do the EDs have contracts of employment?	Yes, the EDs have contracts of employment.
Executive Directors	Yes/no
Executive	Directors	support	ii) If yes, do the contracts of employment set	Yes, the contracts of employment set out the roles and
the Managing Director/Chief	out the roles and responsibilities of the EDs?	responsibilities of the EDs.
Executive	Officer	in	the	Yes/No
If no, in which document are the roles and
operations				and	responsibilities specified?
management	of		the
	iii) Do the EDs declare any conflict of interest	Yes, the EDs declare any conflict of interest on
Company
						on appointment, annually, thereafter and	appointment, annually, thereafter and as they occur.
						as they occur? Yes/No
						iv) Are there EDs serving as NEDs in any other	No, the ED is serving as NEDs in any other
						company? Yes/No	Company.
						If yes, please list
						v) Are their memberships in these companies in	No ED serve on the Board of any other Company.
						line with Board-approved policy? Yes/No
Principle			6:			i) Are the roles and responsibilities of the NEDs	Yes, the roles and responsibilities of the NEDs are
Non-Executive		clearly defined and documented? Yes/No	clearly defined in the letter of appointment.
Directors						If yes, where are these documented?
Non-Executive Directors bring
ii) Do the NEDs have letters of appointment	Yes, the NEDs have letters of appointment specifying their
to bear		their	knowledge,
	specifying their duties, liabilities and terms of	duties, liabilities, and terms of Engagement.
expertise	and independent
engagement? Yes/No
judgment on issues of strategy
and performance on the		iii) Do the NEDs declare any conflict of interest	Yes,	the NEDs declare any conflict of interest on
Board						on appointment, annually, thereafter and	appointment, annually, thereafter and as they occur.
						as they occur? Yes/No
						iv) Are NEDs provided with information relating	Yes, this is provided in the board reports
						to the management of the company and	presented every quarter at board meetings.
						on all Board matters? Yes/No
						If yes, when is the information provided to
						the NEDs
						v) What is the process of ensuring	Reports are generated on a timely basis by the
						completeness and adequacy of the	Management, sent to the MD for review and verification.
						information provided?	He forwards to the Company Secretary for transmission
							to the Board before meetings.
						vi) Do NEDs have unfettered access to the EDs,	Yes, the NEDs have unfettered access to the ED,
						Company Secretary and the Internal	Company Secretary and the Internal Auditor.
						Auditor? Yes/No
Principle 7: Independent Non-	i) Do the INEDs meet the independence	Yes, the INEDs meet the independence criteria
Executive Directors			criteria prescribed under Section 7.2 of the	prescribed under Section 7.2 of the Code.
						Code? Yes/No
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018