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 | McNichols Consolidated Plc |
ii. | Date of Incorporation | 26th April, 2004 |
iii. | RC Number | 509201 |
iv. | License Number | |
v. | Company Physical Address | 7, Jeminant Laalu Street, off Journalist Estate Road, Arepo, Ogun State |
vi. | Company Website Address | www.mcnicholsplc.com |
vii. | Financial Year End | December 31, 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 | S.E NOMUOJA & Co. 12B, Fagba Crescent, Agidingbi, Ikeja, Lagos. |
x. | Name and Address of External Auditor(s) | Gbenga Badejo & Co, 8a, Ajumobi Olorunoje Street, Off Acme Road, Ikeja. Lagos. |
xi. | Name and Address of Registrar(s) | Coronation Registrars Limited 9, Amodu Ojikutu Street, Victoria Island, Lagos |
xii. | Investor Contact PersonRelations (E-mail and Phone No.) | Ephraim Nwaimo 08038096317mcnicholsinvestors@yahoo.com |
xiii. | Name of the Governance Evaluation Consultant | TOLG Nominees |
xiv. | Name of the Board Evaluation Consultant | TOLG Nominees |
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 | Olusegun Layode | Chairman | Male | 19/04/2019 | |
2 | Chimaraoke Ekpe | Managing Director | Male | 26/04/2004 | |
3 | Onyebuchi Agubesi | Non-Executive Director | Male | 08/2007 | |
4 | Ozurumba Afigbo | Independent Non-Executive Director | Male | 08/2015 | |
5 | Hilda Nkor | Independent Non-Executive Director | Female | 04/2021 | |
6 | Nzeakor Atulomah | Independent Non-Executive Director | Male | 04/2021 | |
7 | Nneka Briggs | Non-Executive Director | Female | 08/2007 |
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 | Olusegun Layode | 5 | 5 | nil | Nil | nil | Nil |
2 | Chimaraoke Ekpe | 5 | 5 | nil | Nil | nil | Nil |
3 | Onyebuchi Agubesi | 5 | 5 | 2 | |||
Audit Committee | member | 4 | 3 | ||||
Governance Committee | Chairman | 2 | 2 | ||||
4 | Ozurumba Afigbo | 5 | 3 | 2 | member | ||
Audit Committee | 4 | 2 | |||||
Finance & Risk Committee | Chairman | 1 | 1 | ||||
5 | Hilda Nkor | 5 | 5 | 1 | |||
Governance Committee | member | 2 | 2 | ||||
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 |
6 | Nzeakor Atulomah | 5 | 4 | ||||
Finance & Risk Committee | 1 | Member | 1 | 1 | |||
7 | Nneka Briggs | 5 | 4 | 1 | Member | 2 | 1 |
Governance Committee | |||||||
Section D - Details of Senior Management of the Company
1. Senior Management:
S/No. | Names | Position Held | Gender |
1 | Chimaraoke Ekpe | Managing Director | Male |
2 | Ephraim Nwaimo | Human Resource Manager | Male |
3 | Temitope Adebayo | Finance Manager | Male |
4 | Sylvester Eluanya | Chief Accountant | Male |
5 | Caleb Olatundun | Marketing Manager | Male |
6 | Jennifer Uzondu | Production Manager | Female |
7 | Magdalene Dosunmu | Quality Assurance Manager | Female |
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 If yes, when was it last reviewed? | Yes 2021 |
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? | Different professionals; Chartered accountants, lawyer, Governance Consultant, Statistician, Business Manager spanning different sectors of the economy and each with more than 2 decades experience. |
ii) Does the company have a Board-approved diversity policy? Yes/No If yes, to what extent have the diversity targets been achieved? | Yes Target has been reasonably achieved. | |
iii) Are there directors holding concurrent directorships? Yes/No If yes, state names of the directors and the companies? | No | |
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 | |
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 |
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? | Non-Executive Director | |
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? | No | |
v) When was he/she appointed as Chairman? | 2019 | |
vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No | Yes. The roles of the Chairman are specified in the board charter | |
Principles | Reporting Questions | Explanation on application or deviation |
If yes, specify which document | ||
Principle Director/ Officer 4: Chief Managing Executive "The ManagingDirector/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 in his letter of employment |
ii)Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | There has been no conflict of interest with the Managing Director | |
iii)Which of the Board Committee meetings did the MD/CEO attend during the period under review? | None | |
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 | The MD is not serving as NED in any other company. | |
Principle Directors 5:Executive 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 | The Managing Director is the only Executive Director |
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? | The contract of employment is set out for the Managing Director | |
iii)Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | No. The MD is the only ED and there is no conflict of interest. | |
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 | The MD is not serving as NED in any other company. | |
Principle Directors 6:Non-Executive Non-Executive Directors bring to bear their knowledge, expertise and independent judgment on issues of strategy and performance on the Board | i)Are the roles and responsibilities of the NEDs clearly defined and documented? Yes/No If yes, where are these documented? | Yes In their letters of engagement |
ii)Do the NEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No | Yes | |
iii)Do the NEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | There has been no conflict of interest | |
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 As at when due | |
v)What is theprocess ofcompleteness and information provided? adequacyensuring of the | The information is generated from management and sent to Non-Executive Directors as board papers. The board conducts its review and ensures completeness of information. | |
vi)Do NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor? Yes/No | Yes | |
Principles | Reporting Questions | Explanation on application or deviation |
Principle 7: Independent Non-Executive Directors Independent Non-Executive Directors 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 | Yes |
ii)Are there any exceptions? | No | |
iii)What is the process of selecting INEDs? | In compliance with the provision in NCCG 2018 | |
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 | No. There has been no conflict of interest. | |
vi)Does the Board ascertain and confirm the independence of the INEDs? Yes/No If yes, how often? What is the process? | Yes Annually. Review of shareholding register and services offered to the company. | |
vii) Is the INED a Shareholder of the Company? Yes/No If yes, what is the percentage shareholding? | Only 1 INED is a shareholder and shareholding is less than 0.0001% | |
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 remuneration? componentsofINEDs | Director's fees | |
Principle Secretary 8:Company "The Company Secretary support the effectiveness of the Board by assisting the Board and management to develop good corporate governance practices and culture within the Company" | i) Is the Company Secretary in-house or outsourced? | Outsourced |
ii) What is the qualification and experience of the Company Secretary? | Chartered Secretaries and Administrators | |
iii) Where the Company Secretary is an employee of the Company, is the person a member of senior management? | Not an employee | |
iv) Who does the Company Secretary report to? | The board | |
v) What is the appointment and removal process of the Company Secretary? | As stated in CAMA 2020 | |
vi) Who undertakes and approves the performance appraisal of the Company Secretary? | The Board | |
Principle 9: Access Independent Advice to "Directors are sometimes required to make decisions of a technical and complex nature that may require independent expertise" external | 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? | Yes Board charter |
ii) Who bears the cost for the independent professional advice? | The Company | |
iii) During the period under review, did theDirectors obtain any professional advice? Yes/No If yes, provide details. independent | No | |
Principle 10: Meetings of the Board | i) What is the process for reviewing and approving minutes of Board meetings? | Board minutes are approved at the next board meeting |
Principles | Reporting Questions | Explanation on application or deviation |
"Meetings are the principal vehicle for conducting the business of the Board and successfully fulfilling the strategic objectives of the Company" | ii) What are the timelines for sending the minutes to Directors? | Board minutes are sent weeks before the next board meeting |
iii) What are the implications for Directors who do not meet the Company policy on meeting attendance? | The corporate governance sanction is applied | |
Principle Committees 11:Board "To ensure efficiency and effectiveness, the Board delegates some of its functions, duties and responsibilities to well-structured committees, without abdicating its responsibilities" | i) Do the Board Committees have Board-approved Charters which set out their responsibilities and terms of reference? Yes/No | Yes |
ii) What is the process for reviewing and approving minutes of Board Committee of meetings? | The minutes of previous meetings are reviewed and approved at subsequent meetings | |
iii) What are the timelines for sending the minutes to the directors? | Two weeks before the meeting | |
iv) Who acts as Secretary to board committees? | The Company secretaries | |
v) What Board Committees are responsible for the following matters?
|
| |
vi) What is the process of appointing the chair of each committee ? | The Chairman of each committee is appointed by the Board and on the basis of competence | |
Committee responsible for Nomination and Governance | ||
vii) What is the proportion of INEDs to NEDs on the Committee responsible for Nomination and Governance? | 1:2 | |
viii) Is the chairman of the Committee a NED or INED ? | NED | |
ix) Does the Company have a succession plan policy? Yes/No If yes, how often is it reviewed? | Yes Whenever the need arises. Reviewed in 2023 | |
x) How often are Board and Committee charters as well as other governance policies reviewed? | Every 3 years | |
xi) How does the committee report on its activities to the Board? | Quarterly | |
Committee responsible for Remuneration | ||
xii) What is the proportion of INEDs to NEDs on the Committee responsible for Remuneration? | 1:2 | |
xiii) Is the chairman of the Committee a NED or INED ? | NED | |
Committee responsible for Audit | ||
xiv) Does the Company have a Board Audit Committee separate from the Statutory Audit Committee? Yes/No | No | |
xv) Are members of the Committee responsible for Audit financially literate? Yes/No | Yes, for the Board members in the statutory audit committee. | |
xvi) What are experience? theirqualificationsand | Chartered accountants and financially literate | |
Principles | Reporting Questions | Explanation on application or deviation |
xvii) Name the financial expert(s) on the Committee responsible for Audit | Godslove Okorie Ozurumba Afigbo | |
xviii) How often does the Committee responsible for Audit review the internal auditor's reports? | Quarterly | |
xix) Does the Company have a Board approved internal control framework in place? Yes/No | Yes | |
xx) How does the Board monitor compliance with the internal control framework? | The audit committee helps with the monitoring and reports to the Board | |
xxi) Does the Committee responsible for Audit review the External Auditors management letter, Key Audit Matters and management response to issues raised? Yes/No Please explain. | Yes | |
xxii) Is there a Board-approved policy that clearly specifies the non-audit services that the external auditor shall not provide? Yes/No | No The external auditors do not provide other service(s) | |
xxiii) How many times did the Audit Committee hold discussions with the head of internal audit function and external auditors without the management during the period under review? | None during the year | |
Committee responsible for Risk Management | ||
xxiv)Is the Chairman of the Risk Committee a NED or an INED? | INED | |
xxv) Is there a Board approvedRisk Management framework? Yes/No? If yes, when was it approved? | Yes | |
xxvi)How often does the Committee review the adequacy and effectiveness of the Risk Management Controls in place? Date of last review | Twice a year. July 26, 2023 | |
xxvii) Does the Company have a Board-approved IT Data Governance Framework? Yes/No If yes, how often is it reviewed? | No | |
xxviii) How often does the Committee receive and review compliance report on the IT Data Governance Framework? | None | |
xxix) Is the Chief Risk Officer (CRO) a member of Senior Management and does he have relevant experience for this role? Yes/No | Yes. He is a member of Senior Management. Yes. He has a relevant experience in corporate business risks. | |
xxx) How many meetings of the Committee did the CRO attend during the period under review? | All the meetings | |
Principle 12: Appointment to the Board "A written, clearly defined, rigorous, formal and transparent procedure serves as a guide for the selection of Directors to ensure the | i) Is there a Board-approved policy for the appointment of Directors? Yes/No | Yes |
ii) What criteria appointment? areconsideredfortheir | Competence, skills and ability to bring diversity | |
iii) What is the Board process for ascertaining that prospective directors are fit and proper persons? | The skill gap is identified, the nomination committee scouts for an appropriate fit and makes recommendation to the Board | |
Principles | Reporting Questions | Explanation on application or deviation |
appointment of high-quality individuals to the Board" | iv)Is there a defined tenure for the following:
| The INEDs and NEDs tenure is renewable every 3 years The managing director does not have a tenure |
v) Please state the tenure | The INEDs and NEDs tenure is renewable every 3 years | |
vi) Does the Board have a process to ensure that it is refreshed periodically? Yes/No? | Yes | |
Principle 13: Induction and Continuing Education "A formal induction programme on joining the Board as well as regular training assists Directors to effectively discharge their duties to the Company" | i) Does the Board have a formal induction programme for new directors? Yes/No | Yes |
ii) During the period under review, were new Directors appointed? Yes/No If yes, provide date of induction. | There was no new director in the period under review | |
iii) Are Directors provided relevant training to enable them effectively discharge their duties? Yes/No If yes, provide training details. | Yes. There was no training in the year under review | |
iv) How do you assess the training needs of Directors? | Training needs are identified based on the roles the directors play on the board | |
v) Is there a Board-approved training plan? Yes/No | No | |
vi) Has it been budgeted for? Yes/No | No | |
Principle 14: Board Evaluation "Annual Board evaluation assesses how each Director, the committees of the Board and the Board are committed to their roles, work together and continue to contribute effectively to the achievement of the Company's objectives" | i) Is there a Board-approved policy evaluating Board performance? Yes/No for | Yes |
ii) For the period under review, was there any Board Evaluation exercise conducted? Yes/No | Yes | |
iii) If yes, indicate whether internal or external. Provide date of last evaluation. | External 1st Quarter 2024 | |
iv) Has the Board Evaluation report been presented to the full Board? Yes/No If yes, indicate date of presentation. | No | |
v) Did the Chairman discuss the evaluation report with the individual directors? Yes/No | Not yet | |
vi) Is the result of the evaluation for each Director considered in the re-election process? Yes/No | Yes | |
Principle 15: Corporate Governance Evaluation "Institutionalizing a system for evaluating the Company's corporate governance practices ensures that its governance standards, practices and processes are adequate and effective" | i) For the period under review, has the Company conducted a corporate governance evaluation? Yes/No If yes, provide date of the evaluation. | Yes 1st Quarter 2024 |
ii) Is the result of the Corporate Governance Evaluation presented and considered by the Board? Yes/No | Not yet. | |
iii) If yes, please indicate the date of last presentation. |
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McNichols Consolidated plc published this content on 27 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 March 2024 15:54:18 UTC.