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:
- Every line item and indicator must be completed.
- Respond to each question with "Yes" where you have applied the principle, and "No"
where you are yet to apply the principle.
- An explanation on how you are applying the principle, or otherwise should be included as part of your response.
- 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 | BUA CEMENT PLC |
ii. | Date of Incorporation | 13th MAY 2014 |
iii. | RC Number | RC 1193879 |
iv. | License Number | Same as RC Number |
v. | Company Physical Address | 5th floor, BUA Towers, PC 32 Churchgate |
Street, Victoria Island, Lagos | ||
vi. | Company Website Address | www.buacement.com |
vii. | Financial Year End | 31st December 2021 |
viii. | Is the Company a part of a Group/Holding Company? | YES |
Yes/No | ||
If yes, please state the name of the Group/Holding | BUA GROUP | |
Company | ||
ix. | Name and Address of Company Secretary | Abubakar Magaji Esq |
5th Floor, BUA Towers, PC 32 Churchgate | ||
Street, Victoria Island, Lagos | ||
Hauwa.satomi@buagroup.com | ||
08036557238 | ||
x. | Name and Address of External Auditor(s) | PricewaterhouseCoopers Chartered |
Accountants, Landmark Towers, 5B Water | ||
Corporation Road, Victoria Island, Lagos, | ||
Nigeria, | ||
xi. | Name and Address of Registrar(s) | Africa Prudential Plc, |
220B Ikorodu Road, Palmgrove, Lagos | ||
xii. | Investor Relations Contact Person | Mr. Ladipo Ogunlesi |
(E-mail and Phone No.) | BUA Cement Plc, 5th Floor, BUA Towers, PC | |
32 Churchgate Street, Victoria Island, | ||
Lagos, Nigeria | ||
Ladipo.ogunlesi@buacement.com | ||
08023224418 | ||
xiii. | Name of the Governance Evaluation Consultant | KPMG has been appointed as |
Governance Consultant for the Company | ||
and will conduct governance evaluation | ||
in 2021 | ||
xiv. | Name of the Board Evaluation Consultant | KPMG has been appointed as |
Governance Consultant for the Company | ||
and will conduct Board evaluation in 2021 |
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, NED, | Elected | ||||
ED) | |||||
1 | Abdul Samad Rabiu, CON | Chairman | M | 22nd May 2014 | |
2 | Yusuf Haliru Binji, FNSE | Managing Director/CEO | M | 23rd December 2019 | |
3 | Jacques Piekarski | Executive Director | M | 2nd October 2020 | |
4 | Chimaobi Madukwe | NED | M | 22nd May 2014 | |
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
5 | Kabiru Rabiu | NED | M | 22nd May 2014 | |
6 | Finn Arnoldsen | NED | M | 9th April 2019 | |
7 | Khairat Abdulrazaq | INED | F | 23rd December 2019 | |
Gwadabe | |||||
8 | Shehu Abubakar | INED | M | 23rd December 2019 | |
2. Attendance at Board and Committee Meetings:
S/No. | Names of Board | No. of | No. of | Membership of | Designation | Number of | Number of |
Members | Board | Board | Board Committees | (Member or | Committee | Committee | |
Meetings | Meetings | Chairman) | Meetings Held in | Meetings | |||
Held in the | Attended | the Reporting | Attended in the | ||||
Reporting | in the | Year | Reporting Year | ||||
Year | Reporting | ||||||
Year | |||||||
1 | Abdul Samad Rabiu, | 6 | 6 | NONE | Chairman | N/A | N/A |
CON | |||||||
2 | Yusuf Haliru Binji, FNSE | 6 | 6 | Risk Management | Member | 3 | 3 |
Committee | |||||||
Finance and | Member | 5 | 5 | ||||
General Purpose | |||||||
Committee | |||||||
3 | Jacques Piekarski | 6 | 2* | Risk Management | Member | 3 | 2* |
Committee | |||||||
Finance and | Member | 5 | 2* | ||||
General Purpose | |||||||
Committee | |||||||
4 | Chimaobi Madukwe | 6 | 6 | Governance, | Member | 5 | 5 |
Establishment & | |||||||
Remuneration | |||||||
Committee | |||||||
Finance and | Member | 5 | 5 | ||||
General Purpose | |||||||
Committee | |||||||
5 | Kabiru Rabiu | 6 | 6 | Finance and | Chairman | 5 | 5 |
General Purpose | |||||||
Committee | |||||||
Governance, | Member | 5 | 5 | ||||
Establishment & | |||||||
Remuneration | |||||||
Committee | |||||||
6 | Finn Arnoldsen | 6 | 5 | Risk Management | Chairman | 3 | 3 |
Committee | |||||||
Governance, | Member | 5 | 5 | ||||
Establishment | |||||||
Committee | |||||||
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
S/No. | Names of Board | No. of | No. of | Membership of | Designation | Number of | Number of |
Members | Board | Board | Board Committees | (Member or | Committee | Committee | |
Meetings | Meetings | Chairman) | Meetings Held in | Meetings | |||
Held in the | Attended | the Reporting | Attended in the | ||||
Reporting | in the | Year | Reporting Year | ||||
Year | Reporting | ||||||
Year | |||||||
7 | Khairat Abdulrazaq | 6 | 6 | Governance, | Chairman | 5 | 5 |
Gwadabe | Establishment & | ||||||
Remuneration | |||||||
Committee | |||||||
Risk Management | Member | 3 | 3 | ||||
Committee | |||||||
8 | Shehu Abubakar | 6 | 6 | Risk Management | Member | 3 | 3 |
Committee | |||||||
Finance, General | Member | 5 | 5 | ||||
Purpose Committee |
- Jacques Piekarski was appointed Director effective 2nd October, 2020
Section D - Details of Senior Management of the Company | ||||
1. | Senior Management: | |||
S/No. | Names | Position Held | Gender | |
1 | Yusuf Haliru Binji, FNSE | Managing Director/CEO | M | |
2 | Jacques Piekarski | Executive Director/CFO | M | |
3 | Abubakar Magaji Esq | Company Secretary/Legal Adviser | M | |
4 | Ahmed Idris, MNSE | Plant Director, Obu | M | |
5 | Aminu Bashar | Plant Director, Sokoto | M | |
6 | Mohammed Bello Minjibir | General Manager, transport | M | |
7 | Nasiru Ladan Bashir | General Manager, Sales & Marketing | M | |
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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 | Yes. | |||||||||
"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? | It was last reviewed in December 2021 | ||||||||||
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 | The Directors have experience in various fields such | ||||||
and Composition | of the directors? | as Cement Manufacturing, Economics, Industrial | |||||||||
"The | effective | discharge | of | Company Management, Chemical Engineering, | |||||||
Business Administration, Management Accounting, | |||||||||||
the | responsibilities | of | the | ||||||||
International Business Management, Corporate | |||||||||||
Board and its committees is | |||||||||||
Strategy, Corporate Finance, Risk Management, | |||||||||||
assured by an appropriate | |||||||||||
Combustion Engineering, Law Practice, Banking | |||||||||||
balance of skills and diversity | |||||||||||
including Board Management. | |||||||||||
(including | experience | and | |||||||||
gender) | without | ii) Does the company have a Board-approved | Yes. | ||||||||
compromising | competence, | diversity policy? Yes/No | The Company has a mix of male and female | ||||||||
independence and integrity " | If yes, to what extent have the diversity targets | ||||||||||
been achieved? | employees including few physically challenged | ||||||||||
employees. | |||||||||||
iii) Are there directors holding | concurrent | Yes. | |||||||||
directorships? Yes/No | 1. | Abdul Samad Rabiu: Director and | |||||||||
If yes, state names of the directors and the | |||||||||||
Chairman of most of the Sister Companies | |||||||||||
companies? | |||||||||||
within the Bua Group | |||||||||||
2. | Chimaobi Madueke: Bua International | ||||||||||
Limited and Bua Sugar Refinery Limited | |||||||||||
3. Kabiru Rabiu: Bua International Limited, | |||||||||||
Bua Sugar Refinery Limited and Bua Group | |||||||||||
Limited. | |||||||||||
No. The MD and Executive Directors are not chairs of | |||||||||||
iv) Is the MD/CEO or an Executive Director a | any of the Board Committees. | ||||||||||
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. In compliance with the Code and best practice, | |||||||||
"The Chairman is responsible | the Board Committees? Yes/no | the Chairman is not a member of any of the Board | |||||||||
If yes, list them. | Committees. | ||||||||||
for | providing | overall | |||||||||
leadership of the Company | ii) | At which Committee meeting(s) was the | The Chairman did not attend any of the Board | ||||||||
and the Board, and eliciting | Chairman in attendance during the period | Committees' meetings during the period under | |||||||||
the constructive participation | under review? | 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 | No. The Chairman has never been a former | ||||||||||
the Company? Yes/No | MD/CEO or an Executive Director of the Company. | ||||||||||
If yes, when did his/her tenure as MD end? | |||||||||||
v) When was he/she appointed as Chairman? | The Chairman was appointed on 23rd December, | ||||||||||
2019. | |||||||||||
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
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BUA Cement plc published this content on 03 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 March 2022 15:20:08 UTC.