UAC OF NIGERIA : NCCG CORPORATE GOVERNANCE REPORT FOR THE QUARTER 4ED 31 DECEMBER 2022

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.
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
1.	Company Name	UAC OF NIGERIA PLC
2.	Date of Incorporation	APRIL 22, 1931
3.	RC Number	341
4.	License Number	IT IS NOT A REQUIREMENT FOR THE
		COMPANY
5.	Company Physical Address	UAC HOUSE, 1-5 ODUNLAMI STREET, LAGOS
6.	Company Website Address	www.uacnplc.com
7.	Financial Year End	DECEMBER 31
8.	Is the Company a part of a Group/Holding Company? Yes/No	YES
	If yes, please state the name of the Group/Holding Company	THE COMPANY IS ITSELF A HOLDING
		COMPANY
9.	Name and Address of Company Secretary	AYOMIPO WEY OF 1-5 ODUNLAMI STREET,
		LAGOS
10	Name and Address of External Auditor(s)	KPMG PROFESSIONAL SERVICES OF BISHOP
		ABOYADE COLE STREET, VICTORIA ISLAND,
		LAGOS
11	Name and Address of Registrar(s)	AFRICA PRUDENTIAL PLC OF 220B IKORODU
		ROAD, PALMGROVE, LAGOS
12	Investor Relations Contact Person	FUNKE IJAIYA-OLADIPO
	(E-mail and Phone No.)	[e-mail]
		[phone]
13	Name of the Governance Evaluation Consultant	DCSL CORPORATE SERVICES LIMITED
14	Name of the Board Evaluation Consultant	DCSL CORPORATE SERVICES LIMITED

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,		Elected
		NED, ED)
1.	MR. DANIEL AGBOR	CHAIRMAN	MALE	NOVEMBER 12 2015
2.	MR. FOLASOPE	MD	MALE	MARCH 28 2018
	AIYESIMOJU
3.	DR. VITUS EZINWA	ED	MALE	NOVEMBER 1 2018
4.	MRS. BABAFUNKE IJAIYA-	ED	FEMALE	JULY 28 2021
	OLADIPO
5.	DR. UMARU ALKA	NED	MALE	MARCH 7 2013	RETIRED W.E.F
					JUNE 25 2022
6.	MR. BABATUNDE KASALI	NED	MALE	MARCH 7 2013
7.	MR. BOLAJI ODUNSI	NED	MALE	OCTOBER 30 2018
8.	MRS. SUZANNE IROCHE	INED	FEMALE	AUGUST 1 2019
9.	MR. KARL TORIOLA	INED	MALE	JANUARY 1 2020
10.	MR. KHALIFA BIOBAKU	NED	MALE	MARCH 29 2022

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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	No. of	No. of	Membership of	Designation	Number of	Number of
	Board	Board	Board	Board Committees	(Member or	Committee	Committee
	Members	Meetings	Meetings		Chairman)	Meetings Held	Meetings
		Held in	Attended			in the Reporting	Attended in
		the	in the			Year	the Reporting
		Reporting	Reporting				Year
		Year	Year
1.	MR. DANIEL	7	7	Not a member of	CHAIRMAN	Not a member	Not a member
	AGBOR			any Committee		of any	of any
						Committee	Committee
2.	MR.	7	7	RISK MANAGEMENT	MEMBER	5	5
	FOLASOPE			COMMITTEE
	AIYESIMOJU
3.	DR. VITUS	7	7	Not a member of	Not a member	Not a member	Not a member
	EZINWA			any Committee	of any	of any	of any
					Committee	Committee	Committee
4.	MRS.	7	7	RISK MANAGEMENT	MEMBER	5	5
	BABAFUNKE			COMMITTEE
	IJAIYA-
	OLADIPO
5.	DR. UMARU	7	4	GOVERNANCE &	MEMBER	4	3
	ALKA		(represen	REMUNERATION			(representing
			COMMITTEE
	RETIRED W.E.F		ting 100%			100%
	JUNE 25, 2022		attendan				attendance
			ce until				until his
			his				retirement)
			retiremen
			t)
6.	MR.	7	7	RISK MANAGEMENT	MEMBER	5	3
	BABATUNDE			COMMITTEE			(representing
	KASALI
			[NO LONGER A			75%
				MEMBER W.E.F JULY			attendance
				27 2022]			until his exit
							from the
							Committee)
				GOVERNANCE &	MEMBER	4	N/A
				REMUNERATION			(No	meeting
				[Member W.E.F July			was held since
				27, 2022]			his	joining the
							Committee)
7.	MR. BOLAJI	7	6	RISK MANAGEMENT	CHAIRMAN	5	4
	ODUNSI			COMMITTEE
8.	MRS.	7	7	GOVERNANCE &	CHAIRPERSON	4	4
	SUZANNE			REMUNERATION
	IROCHE			COMMITTEE
9.	MR. KARL	7	5	RISK MANAGEMENT	MEMBER	5	5
	TORIOLA			COMMITTEE
10.	MR. KHALIFA	7	5	RISK MANAGEMENT	MEMBER	5	3
	BIOBAKU		(represen	COMMITTEE			(representing
			ting 100%				100%
			attendan				attendance
			ce since
			his

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

S/No.		Names of	No. of	No. of	Membership of	Designation	Number of	Number of
		Board	Board	Board	Board Committees	(Member or	Committee	Committee
		Members	Meetings	Meetings		Chairman)	Meetings Held	Meetings
			Held in	Attended			in the Reporting	Attended in
			the	in the			Year	the Reporting
			Reporting	Reporting				Year
			Year	Year
				appointm				since his
				ent)				appointment)
					GOVERNANCE &	MEMBER	4	2
					REMUNERATION			(representing
					COMMITTEE
							100%
								attendance
								since his
								appointment
								as a
								Committee
								Member)
	Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.	Names	Position Held	Gender
1.	MR. FOLASOPE AIYESIMOJU	GROUP MANAGING DIRECTOR	MALE
2.	DR. VITUS EZINWA	CHIEF OPERATING OFFICER	MALE
3.	MRS. FUNKE IJAIYA-OLADIPO	GROUP FINANCE DIRECTOR	FEMALE
4.	AYOMIPO WEY	COMPANY SECRETARY/GROUP	FEMALE
		GENERAL COUNSEL

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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

1. Does the Board have an approved Charter

YES.

"A successful Company is

which sets out its responsibilities and terms of

THE BOARD CHARTER WAS LAST REVIEWED IN MARCH

reference? Yes/No

headed

by

an

effective

2021.

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

1. What are the qualifications and experiences

THE DIRECTORS ARE EXPERIENCED PROFESSIONALS,

and Composition

of the directors?

WITH EXPERTISE IN LAW, BANKING, FINANCE,

"The effective discharge of

INVESTING,

HUMAN

RESOURCES,

ENGINEERING,

ENVIRONMENT,

ACCOUNTING

AND

the responsibilities

of

the

TELECOMMUNICATIONS

Board and its committees is

assured by an appropriate

2. Does the company have a Board-approved

YES. THE DIVERSITY POLICY WAS APPROVED BY THE

balance

of

skills

and

diversity policy? Yes/No

BOARD ON OCTOBER 28, 2021. THERE IS STRONG

diversity

(including

If yes, to what extent have the diversity targets

FEMALE REPRESENTATION WITHIN MIDDLE AND SENIOR

experience

and

gender)

been achieved?

MANAGEMENT, AS WELL AS AT BOARD LEVEL ACROSS

without

compromising

THE UAC GROUP.

competence,

independence and integrity

3. Are

there

directors

holding

concurrent

YES. PLEASE SEE ATTACHED SCHEDULE

"

directorships? Yes/No

If yes, state names of the directors and the

companies?

NO. NONE OF THE EXECUTIVE DIRECTORS CHAIRS ANY

4.

Is the MD/CEO or an Executive Director a

OF THE BOARD COMMITTEES.

chair of any Board Committee? Yes/No

If yes, provide the names of the

Committees.

Principle 3: Chairman

1. Is the Chairman a member or chair of any of

NO. THE CHAIRMAN DOES NOT CHAIR AND IS NOT A

"The

Chairman

is

the Board Committees? Yes/no

MEMBER OF ANY COMMITTEE.

If yes, list them.

responsible

for

providing

2.

At

which

Committee

meeting(s) was the

NONE. THE

CHAIRMAN DID

NOT

ATTEND

ANY

overall leadership

of

the

Chairman in attendance during the period

COMMITTEE

MEETING

DURING

THE

PERIOD UNDER

Company and the

Board,

under review?

REVIEW.

and

eliciting

the

constructive participation of

3.

Is the Chairman an INED or a NED?

THE CHAIRMAN IS A NED

all Directors

to

facilitate

effective

direction

of

the

Board"

4. Is the Chairman a former MD/CEO or ED of the

NO. THE CHAIRMAN IS NOT A FORMER MD/CEO OR ED

Company? Yes/No

OF THE COMPANY

If yes, when did his/her tenure as MD end?

5. When was he/she appointed as Chairman?

NOVEMBER 2015

6. Are

the roles and responsibilities of the

YES. THE BOARD CHARTER PROVIDES THAT THE

Chairman clearly defined? Yes/No

CHAIRMAN SHALL DISCHARGE THE FUNCTIONS OF THE

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018