CWG : NCCG REPORTING

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	CWG Plc
ii.	Date of Incorporation	1st February 2005
iii.	RC Number	615619
iv.	License Number
v.	Company Physical Address	Block 54, Plot 13, Off Rufus Iwa Street, Off Adebayo Doherty Road, Off Admiralty Way, Lekki Phase 1, Lagos
vi.	Company Website Address	Www.Cwg-Plc.Com
vii.	Financial Year End	2023
viii.	Is the Company a part of a Group/Holding Company? Yes/No If yes, please state the name of the Group/Holding Company	No
ix.	Name and Address of Company Secretary	DCSL Corporate Service Limited 235, Ikorodu Road Ilupeju Lagos
x.	Name and Address of External Auditor(s)	PKF Professional Services 205a, Ikorodu Road, Obanikoro Lagos.
xi.	Name and Address of Registrar(s)	Cordros Registrars Limited 70, Norman Williams Street, Ikoyi Lagos
xii.	Investor Relations Contact Person (E-mail and Phone No.)	Abisola Oshin [e-mail]
xiii.	Name of the Governance Evaluation Consultant	Tsedaqah Attorneys for 2022 FY
xiv.	Name of the Board Evaluation Consultant	Tsedaqah Attorneys for 2022 FY

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.	Mr. Philip Obioha	Chairman/NED	Male	01/02/2005
2.	Mr. Austin Okere	NED	Male	01/02/2005
3.	Mr. Abiodun Fawunmi	NED	Male	02/02/2008
4.	Dr. Olusegun Oso	NED	Male	14/10/2016
5.	Mr. Wale Agbeyangi	NED	Male	19/10/2017
6.	Mr. Adewale Adeyipo	Group CEO	Male	15/06/2018
7	Mrs Taba Peterside	INED	Female	04/03/2022
8	Mr. Afolabi Sobande	Executive Director/COO	Male	04/03/2022
9	Mr. Ireti Yusuf	Executive Director/CTO	Male	04/03/2022

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.	Mr. Philip Obioha	5	5	Nil	N/A	N/A	Nil
2.	Mr. Austin Okere	5	5	3	FGPC- Member Audit-Member REMCO- Member	FGPC - 5 Audit -4 REMCO-5	FGPC - 5 Audit -4 REMCO-5
3.	Mr. Abiodun Fawunmi	5	5	4	FGPC- Member Risk- Member Audit - Chairman REMCO- Member	FGPC - 5 Risk -4 Audit- 4 REMCO-5	FGPC - 5 Risk -4 Audit-4 REMCO-5
4	Dr. Olusegun Oso	5	5	3	FGPC- Member Risk-Chairman REMCO- Member	FGPC - 5 Risk -4 REMCO-5	FGPC - 5 Risk -4 REMCO-5
5.	Mr. Wale Agbeyangi	5	5	3	FGPC- Member Audit-Member REMCO- Chairman	FGPC - 5 Audit-4 REMCO-5	FGPC - 5 Audit -4 REMCO-5
6	Mrs Taba Peterside	5	5	4	FGPC- Member Audit-Member REMCO- Chairman Risk- Member	FGPC - 5 Audit -4 REMCO-5 Risk- 2	FGPC - 5 Audit -4 REMCO-5 Risk- 2
7.	Mr. Adewale Adeyipo	5	5	2	FGPC- Member Risk-Member	FGPC - 5 Risk -4	FGPC - 5 Risk -4
8	Afolabi Sobande	5	5	2	FGPC- Member Risk-Member	FGPC - 5 Risk -4	FGPC - 5 Risk -4
9	Ireti Yusuf	5	5	1	FGPC- Member Risk-Member	FGPC - 3 Risk -4	FGPC - 3 Risk -4

Board Finance and General-Purpose Committee (FGPC)

Board Renumeration and Nominations Committee (REMCO)

Board Risk Management Committee

Board Audit Committee

Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.	Names	Position Held	Gender
1.	Mr. Adewale Adeyipo	Group Chief Executive Officer	Male
2.	Mr. Afolabi Sobande	Executive Director/Chief Operating Officer	Male
3.	Mr.Ireti Yusuf	Executive Director/Chief Technical Officer	Male
4.	Mrs. Harriet Yartey	Vice President, Regions	Female
5.	Mrs. Tinu Adeyemi	Group Head, Human Resources And General Services	Female
6.	Ms. Abisola Oshin	Head, Legal	Female
7.	PriceWaterhouseCoopers	Internal Auditors	Outsourced
8.	DCSL Corporate Services Limited	Company Secretaries	Outsourced

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, The Board has an Approved Charter/Terms of Reference This was last reviewed in 2023.
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?	The Directors have diverse professional qualifications and orientation as well as financial and technical backgrounds. Their qualifications range from engineering technology, computer science, economics and financial services background
ii) Does the company have a Board-approved diversity policy? Yes/No If yes, to what extent have the diversity targets been achieved?	Yes The Company has a policy which provides diversity, inclusion and equality to all staff irrespective of their gender, race, religion, marital or social class
iii) Are there directors holding concurrent directorships? Yes/No If yes, state names of the directors and the companies?	Yes Mr. Austin Okere-Cordros Capital Mr. Wale Agbeyangi-Cordros Capital Dr. Olusegun Oso- Abraaj Group
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.	No, the MD/CEO or an Executive Director is not a chair of any Board 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.	No, the Board Chairman is not a chair or member of any Board Committee
ii)At which Committee meeting(s) was the Chairman in attendance during the period under review ?	None
iii) Is the Chairman an INED or a NED?	NED

Yes, The Board has an Approved Charter/Terms

chair or

Principles	Reporting Questions	Explanation on application or deviation
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?	The Chairman was a former Executive Director of the Company. He ceased from being an ED over 10 years ago.
v) When was he/she appointed as Chairman?	Mr. Philip Obioha was appointed as a Director on 1st February 2005 and elected as the Chairman at the Board meeting of 19th January 2018
vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No If yes, specify which document	Yes, this is stated in the Board Terms Of Reference
Principle Director/ 4:Managing ChiefExecutive Officer "The Managing Director/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, the MD/CEO has a Contract Of Employment which sets out his authority and relationship with the Board
ii)Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes, the MD/CEO declares conflict of interest on appointment, annual and thereafter as they occur.
iii)Which of the Board Committee meetings did the MD/CEO attend during the period under review?	Board Risk Management Board Audit Committee Board Finance And Purpose Committee (FGPC)General-
iv)Is the MD/CEO serving as NED in any other company? Yes/no. If yes, please state the company(ies)?	NO
v) Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No	N/A
Principle 5: Executive Directors 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	Yes, the EDS have Contracts of Employment
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?	Yes, the Contract Of Employment sets out the Roles and Responsibilities
iii)Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes, the ED (MD/CEO) declared conflict of interest upon appointment and at the end of each year. The Chairman also leads the ED to declare interest in respect of any of the agenda items at Board meetings
iv)Are there EDs serving as NEDs in any other company? Yes/No If yes, please list	NO
v)Are their memberships in these companies in line with Board-approved policy? Yes/No	N/A
Principle Directors 6:Non-Executive	i)Are the roles and responsibilities of the NEDs clearly defined and documented? Yes/No If yes, where are these documented?	Yes, the roles and responsibilities of the NED'S are documented in the Letter of Appointment

Principles	Reporting Questions	Explanation on application or deviation
Non-Executive Directors bring to bear their knowledge, expertise and independent judgment on issues of strategy and performance on the Board	ii)Do the NEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No	Yes, upon appointment, the NEDs are issued Letters of Appointment which specifies their duties, liabilities and terms of reference
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 is included in the board packs to be presented and considered every quarter at board meetings
v)What is theprocess ofcompleteness and information provided? adequacyensuring of the	The information is reviewed by the company secretariat which is also verified by the governance consultants
vi)Do NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor? Yes/No	Yes, the NEDs have unfettered access to the EDs, Company Secretary and Internal Auditor
Principle 7: Non-Independent ExecutiveDirectors -Executive Independent NonDirectors 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 Is an INED On the Board and is independent.
ii)Are there any exceptions?
iii)What is the process of selecting INEDs?	Through an external consultant
iv)Do the INEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No	Yes
v)Do the INEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes
vi)Does the Board ascertain and confirm the independence of the INEDs? Yes/No If yes, how often? What is the process?	Yes
vii) Is the INED a Shareholder of the Company? Yes/No If yes, what is the percentage shareholding?	No
viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding? Yes/No If yes, provide details.	No
ix)What are the components of INEDs remuneration?
Principle 8:Company Secretary	i) Is the Company Secretary in-house or outsourced?	Outsourced

Yes, the NEDs have unfettered access to the EDs,

"TheCompany Secretarysupport the etfhf ectiBvoeanredss obfy assisting the Board and management to develop

good

corporategovernance practices and culture within the Company"

ii) What is the qualification and experience of the Company Secretary?

The team consists of qualified lawyers, it is an active member of International Bar Association and the Nigerian Bar Association. some of the team members are Chartered Secretaries and Administrators. The Company has provided secretarial services for over 20 yearscompany

Principles

Reporting Questions

Explanation on application or deviationPrinciple 9: Access to Independent Advice

"Directors are sometimes required to make decisions of a technical and complexnature that may require independent external expertise"

iii) Where the Company Secretary is an employee of the Company, is the person a member of senior management?

N/Aiv) Who does the Company Secretary report to? The Company Secretary reports functionally to the Board and administratively to the CEO.

v) What is the appointment and removal process of the Company Secretary?

the Board is responsible for appointment and removal of the company secretaries

vi)Who undertakes and approves the performance appraisal of the Company Secretary?

The performance appraisal of the company secretary is done at the end of the year by the chairman of the board.

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?

The Terms of Reference allows for the Board to access independent advice where required.

• ii) Who bears the cost for the independent professional advice?

  Principle 10: Meetings of the Board

  "Meetings are the principal

• iii) During the period under review, did the Directors obtain any independent professional advice? Yes/No If yes, provide details.

i) What is the process for reviewing and approving minutes of Board meetings?

The Minutes of the previous meeting are shared with the Directors. The Minutes are thereafter approved at the Board Meetings.

vehicle for conducting the

business of the Board and successfully fulfilling the strategic objectives of theCompany"

ii) What are the timelines for sending the minutes to Directors?

The Minutes of the Meeting are circulated to the Directors with the Notice of Meeting at least 14 Days before The Meeting

iii) What are the implications for Directors who do not meet the Company policy on meeting attendance?

Directors are Required to attend 75% of the Meetings failing which same is a ground for removal by the Shareholders

Principle 11: Board Committees

"To ensure efficiency and effectiveness, the Boarddelegates some of its functions, duties and responsibilities to

i)Do the Board Committees have Boardapproved Charters which set out their responsibilities and terms of reference?

Yes/No

ii) What is the process for reviewing and approving minutes of Board Committee of meetings?

Yes, The Committees have Board approved Charters/Terms Of Reference

wellstructured committees, without abdicating its responsibilities"

iii) What are the timelines for sending the minutes to the directors?	The minutes of the meeting are circulated to the directors with the notice of meeting at least 14 days before the meeting
iv) Who acts as Secretary to board committees?	DCSL Corporate Services Limited
v) What Board Committees are responsible for the following matters? a) Nomination and Governance b) Remuneration c) Audit d) Risk Management	Nomination And Governance-Remuneration And Nomination Committee (REMCO) TheRemuneration- The Remuneration Nomination Committee (REMCO) And Audit Committee Risk Management Committee

Principles	Reporting Questions	Explanation on application or deviation
vi) What is the process of appointing the chair of	The Chairmen of The Committees are appointed
each committee?	by the Board.

Committee responsible for Nomination and Governance

vii) What is the proportion of INEDs to NEDs on the

Committee responsible for Nomination and Governance?

• viii) Is the chairman of the Committee a NED or INED ?

• ix) Does the Company have a succession plan policy? Yes/No

If yes, how often is it reviewed?

• x) How often are Board and Committee charters as well as other governance policies reviewed?

• xi) How does the committee report on its activities to the Board?

The Remuneration and Nomination Committee provides oversight on nomination and governance and the Committee is made up of only NEDS

The Remuneration and Nomination Committee is chaired by an NED

The Board and Committee Charters as well as Governance policies are reviewed periodically

The Committee presents Its Reports to the Board through the Chairman of the Committee at the Board Meeting, and this is documented in the Minutes of the Board.

Committee responsible for Remuneration

xii) What is the proportion of INEDs to NEDs on the The Committee responsible for Remuneration is

Committee responsible for

Remuneration?

xiii) Is the chairman of the Committee a NED or

INED ?

the Board Remuneration And Nomination Committee(Remco)

The Committee Comprises Of 5 NEDs OnlyThe REMCO Committee is chaired by a NEDCommittee responsible for Audit

• xiv) Does the Company have a Board Audit Yes, The Board has an Audit Committee Committee separate from the Statutory

  Audit Committee? Yes/No

• xv) Are members of the Committee responsible for Audit financially literate? Yes/No

saddled with the responsibility of providing oversight on Audit

Yes, Members of the Committee are Financially literate

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