UNIVERSAL INSURANCE : NCCG RETURNS 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:

i. Every line item and indicator must be completed.

1. Respond to each question with "Yes" where you have applied the principle, and "No" where you are yet to apply the principle.
2. An explanation on how you are applying the principle, or otherwise should be included as part of your response.
3. 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	UNIVERSAL INSURANCE PLC
ii.	Date of Incorporation	1ST MARCH, 1961
iii.	RC Number	RC-2460
iv.	License Number	RBC-042
v.	Company Physical Address	8, GBAGADA EXPRESSWAY,
		ANTHONY, LAGOS
vi.	Company Website Address	www.universalinsuranceplc.com
vii.	Financial Year End	31st December, 2022
viii. Is the Company a part of a Group/Holding Company?	NO
	Yes/No
	If yes, please state the name of the Group/Holding
	Company
ix.	Name and Address of Company Secretary	CHINEDU ANTHONY ONYILIMBA/
		UNIVERSAL INSURANCE PLC
x.	Name and Address of External Auditor(s)	UKWUEGBU OGBELEJE & CO/ 23
		RASAKI SHITTU STREET, ISHERI-
		OSUN, LAGOS
xi.	Name and Address of Registrar(s)	CARNATION REGISTRARS LTD/ 2
		GBAGADA EXPRESSWAY,
		ANTHONY, LAGOS
xii.	Investor Relations Contact Person	CHINEDU ANTHONY ONYILIMBA,
	(E-mail and Phone No.)	(0803412433 &
	chinedu.onyilimba@universalinsur
		anceplc.com
xiii. Name of the Governance Evaluation Consultant	TEAM NOMINEES LIMITED
xiv. Name of the Board Evaluation Consultant	TEAM NOMINEES 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	Remark
		(Chairman, MD, INED,		Appointed/ Elected
		NED, ED)

1.	JASPER NDUAGWUIKE	NED	MALE	31-07-2019
2.	OLUFUNMILAYO BALOGUN	NED	FEMALE	19-07-2022
3.	BEN UJOATUONU	CEO/MD	MALE	16-11-2011
4.	PAULINUS OFFORZOR	ED	MALE	26-03-2018
5.	REGINALD ANYANWU	ED	MALE	12-04-2012

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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	No. of	Membersh	Designati	Number of	Number of
		Board	Board	ip of	on	Committee Meetings	Committ
		Meetings	Meetings	Board	(Member	Held in the Reporting	ee
		Held in the	Attended	Committees	or	Year	Meetings
		Reporting	in the		Chairman		Attended
		Year	Reporting		)		in the
			Year				Reporting
							Year
1.	JASPER NDUAGWUIKE	4	4	3	MEMBER	12	12
2.	OLUFUNMILAYO BALOGUN	4	1	3	MEMBER	12	4
3.	BEN UJOATUONU	4	4	2	MEMBER	12	12
4.	PAULINUS OFFORZOR	4	4	3	MEMBER	12	12
5.	REGINALD ANYANWU	4	4	3	MEMBER	12	12

Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.	Names	Position Held	Gender
1.	BEN UJOATUONU	MD/CEO	MALE
2.	PAULINUS OFFORZOR	EXECUTIVE DIRECTOR TECHNICAL	MALE
3.	REGINALD ANYANWU	EXECUTIVE DIRECTOR NORTH	MALE
4.	SAMUEL NDUBUISI	CHIEF FINANCIAL OFFICER	MALE
5.	DR. BENSON OGBONNA	GENERAL MANAGER, SOUTH	MALE
6.	CHINEDU ONYILIMBA, ESQ.	COMPANY SECRETARY	MALE
7.	OLATUNJI OYEBAYO	HEAD, MARKETING DEPARTMENT	MALE
8.	BAMIDELE OJO	HEAD, OIL & GAS DEPARTMENT	FEMALE2

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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
"A successful	Company	is	which sets out its responsibilities and terms of
reference? Yes/No
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	YES, 2019
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	THEY ARE SUITABLE QUALIFIED AND EXPERIENCED
and Composition				of the directors?
"The	effective	discharge	of
the	responsibilities	of	the	ii) Does the company have a Board-approved
Board and its committees is
diversity policy? Yes/No
assured	by	an appropriate
If yes, to what extent have the diversity
balance of skills and diversity
targets been achieved?
(including	experience	and
gender) without
compromising competence,	iii) Are there directors holding concurrent	NO
independence and integrity
directorships? Yes/No
"
							If yes, state names of the directors and the
								companies?
								iv) Is the MD/CEO or an Executive Director a	NO
								chair of any Board Committee? Yes/No
								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 responsible	the Board Committees? Yes/no
If yes, list them.
for providing overall
leadership of the Company
and the Board, and eliciting	ii) At which Committee meeting(s) was the	NONE
the constructive
			Chairman in attendance during the period
participation of all Directors
under review ?
to facilitate	effective
direction of the Board"
								iii) Is the Chairman an INED or a NED?	NONE, THE COMPANY DOES NOT PRESENTLY HAVE A
									CHAIRMAN.
								iv) Is the Chairman a former MD/CEO or ED of	NO
								the Company? Yes/No
								If yes, when did his/her tenure as MD end?
								v) When was he/she appointed as Chairman?	THE CHAIRMAN IS DECEASED AND THE COMPANY IS YET
									TO APPOINT A CHAIRMAN
								vi) Are the roles and responsibilities of the	YES, BOARD CHARTER
								Chairman clearly defined? Yes/No
								If yes, specify which document