FINANCIAL REPORTING COUNCIL OF NIGERIA
(Federal Ministry of Industry, Trade & Investment)
FRC/CG/001: TEMPLATE FOR REPORTINGCOMPLIANCE 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 recognizes 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 | MORISON INDUSTRIES PLC. |
ii. | Date of Incorporation | JUNE 1955 |
iii. | RC Number | 1274 |
iv. | License Number | LAG202130BC8B |
v. | Company Physical Address | 28/30 Morison Crescent, Ikeja, Lagos |
vi. | Company Website Address | www.morisonplc.ng |
vii. | Financial Year End | 31 December |
viii. | Is the Company a part of a Group/Holding Company? Yes/No | NO |
If yes, please state the name of the Group/Holding Company | ||
ix. | Name and Address of Company Secretary | Ms. Abosede Agbetu |
28/30 Morison Crescent, Ikeja, Lagos | ||
x. | Name and Address of External Auditor(s) | BDO Professional Services (Chartered |
Accountants) 15, CIPM Avenue, Central | ||
Business District, Alausa, Ikeja. Lagos | ||
xi. | Name and Address of Registrar(s) | CardinalStone Registrar Ltd. 335/337, |
Herbert Macaulay Way, Yaba, Lagos | ||
xii. | Investor Relations Contact Person | |
(E-mail and Phone No.) | ||
xiii. | Name of the Governance Evaluation Consultant | Doyin Owolabi & Co. |
xiv. | Name of the Board Evaluation Consultant | Doyin Owolabi & Co. |
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, NED, | Appointed/ Elected | |||||
ED) | ||||||
1 | Mr. R.O. Titiloye | Chairman | Male | January, 2012 | Good | |
2 | Engr. Charles Osezua | NED | Male | July, 2003 | Good | |
3 | Mrs. Afolake Lawal | NED | Female | August, 2018 | Good | |
4 | Mr. Ayeni Phillip | NED | Male | February, 2017 | Good | |
5 | Mr. Soji Oladejo | Managing Director | Male | January 2021 | Good | |
6 | Mr. John Adekoje | INED | Male | August, 2020 | Good | |
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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 Board | No. of | Membership | Designation | Number of Committee | Number of |
Meetings | Board | of Board | (Member or | Meetings Held in the | Committee | ||
Held in the | Meetings | Committees | Chairman) | Reporting Year | Meetings | ||
Reporting | Attended | Attended in | |||||
Year | in the | the | |||||
Reporting | Reporting | ||||||
Year | Year | ||||||
1. | Mr. R.O. Titiloye | ||||||
4 | 4 | ||||||
2. | Engr. Charles Osezua | Remuneration | Chairman | 2 | 2 | ||
Nomination & | |||||||
Governance | |||||||
4 | 4 | ||||||
3. | Mrs. Afolake Lawal | Risk | Chairman | 2 | 2 | ||
Management | |||||||
Committee | |||||||
4 | 4 | Remuneration | Member | 2 | 2 | ||
Nomination & | |||||||
Governance | |||||||
4. | Mr. Ayeni Phillip | 4 | 4 | Remuneration | Member | 2 | 2 |
Nomination & | |||||||
Governance | |||||||
Member | |||||||
Risk | Member | ||||||
Management | |||||||
Committee | |||||||
5. | Mr. John Adekoje | 4 | 4 | Remuneration | Member | 2 | 2 |
Nomination & | |||||||
Governance | |||||||
Risk | Member | 2 | 2 | ||||
Management | |||||||
Committee | |||||||
Section D - Details of Senior Management of the Company | |||
1. | Senior Management: | ||
S/No. | Names | Position Held | Gender |
1 | MR. FEMI ODUSANYA | PRODUCTION HEAD | MALE |
2 | MR. FEMI AYEGBO | FINANCE CONTROLLER | MALE |
3 | MS ABOSEDE AGBETU | COMPANY SECRETARY | FEMALE |
4 | MR. ABIOYE ADEDAYO | MANAGEMENT ACCOUNTANT | MALE |
5 | MR. HENRY CHUKWURA | SUPERINTENDENT PHARMACIST | MALE |
6 | MR. FESTUS FAGBIYE | INTERNAL AUDITOR | MALE |
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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 | Yes, it was reviewed in 2022. | |||||||||||
"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 | |||||||||||
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 possess the required specific skills in | ||||||||
and Composition | of the directors? | leadership, accounting & finance, legal, regulatory | |||||||||||
"The | effective | discharge | of | and corporate governance. | |||||||||
the | responsibilities | of | the | ii) Does the company have a Board-approved | Yes | ||||||||
Board and its committees is | diversity policy? Yes/No | To the extent of creating a safe and inclusive | |||||||||||
assured by an appropriate | If yes, to what extent have the diversity targets | ||||||||||||
balance of skills and diversity | been achieved? | atmosphere for members of the company (internal | |||||||||||
(including | experience | and | & External) | ||||||||||
gender) | without | ||||||||||||
iii) Are | there | directors | holding | concurrent | Yes. Mrs. Lawal Afolake | ||||||||
compromising | competence, | ||||||||||||
directorships? Yes/No | |||||||||||||
independence and integrity " | Eterna Oil Plc., International Breweries Plc. | ||||||||||||
If yes, state names of the directors and the | |||||||||||||
&Champion Breweries Plc. | |||||||||||||
companies? | |||||||||||||
No, the MD/CEO or An Executive Director is not a | |||||||||||||
iv) Is the MD/CEO or an Executive Director a | chair of any Board Meeting | ||||||||||||
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 not a member or chair of any of | |||||||||||
"The Chairman is responsible | the Board Committees? Yes/no | the Board Committees | |||||||||||
If yes, list them. | |||||||||||||
for | providing | overall | |||||||||||
ii) | At | which | Committee | meeting(s) was the | Non | ||||||||
leadership of the Company | |||||||||||||
Chairman in attendance during the period | |||||||||||||
and the Board, and eliciting | |||||||||||||
under review? | |||||||||||||
the constructive participation | |||||||||||||
of all Directors to | facilitate | ||||||||||||
iii) Is the Chairman an INED or a NED? | The chairman is a NED | ||||||||||||
effective | direction | of | the | ||||||||||
Board" | |||||||||||||
iv) Is the Chairman a former MD/CEO or ED of | No, The Chairman is not a former MD/CEO or ED of | ||||||||||||
the Company? Yes/No | the company. | ||||||||||||
If yes, when did his/her tenure as MD end? | |||||||||||||
v) When was he/she appointed as Chairman? | October, 2020 | ||||||||||||
vi) Are | the roles and responsibilities of the | Yes, the roles and responsibilities of The Chairman of | |||||||||||
Chairman clearly defined? Yes/No | the company are clearly defined in the company's | ||||||||||||
If yes, specify which document | board charter | ||||||||||||
Principle | 4: | Managing | i) Does the | MD/CEO | have a | contract of | Yes, The MD/CEO have a contract of employment | ||||||
Director/ | Chief | Executive | employment which sets out his authority | which sets out his authority and relationship with the | |||||||||
Officer | and relationship with the Board? Yes/No | board | |||||||||||
If no, in which documents is it specified? |
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Principles | Reporting Questions | Explanation on application or deviation | ||||||
"The | Managing | ii) | Does the MD/CEO declare any conflict of | Yes | ||||
Director/Chief | Executive | interest on appointment, annually, | ||||||
Officer is the head of | thereafter and as they occur? Yes/No | |||||||
management delegated by | iii) | Which of the Board Committee meetings | All the Board Committee meetings | |||||
the Board to run the affairs of | did the MD/CEO attend during the period | |||||||
the Company to achieve its | under review? | |||||||
strategic | objectives | for | iv) | Is the MD/CEO serving as NED in any other | No, The MD/CEO is not serving as NED in any other | |||
sustainable | corporate | company? Yes/no. | company. | |||||
performance" | If yes, please state the company (ies)? | |||||||
Yes | ||||||||
v) Is the membership of the MD/CEO in these | ||||||||
companies in line with the Board-approved | ||||||||
policies? Yes/No | ||||||||
Principle | 5: | Executive | i) | Do the EDs have contracts of employment? | Yes, the ED's have contracts of employment but the | |||
Directors | Yes/no | Company currently does not have an ED | ||||||
Executive | Directors support | |||||||
ii) | If yes, do the contracts of employment set | The contract of employment set out the roles and | ||||||
the Managing Director/Chief | out the roles and responsibilities of the EDs? | responsibilities of the ED's | ||||||
Executive | Officer | in | the | Yes/No | ||||
If no, in which document are the roles and | ||||||||
operations and management | ||||||||
responsibilities specified? | ||||||||
of the Company | ||||||||
iii) Do the EDs declare any conflict of interest | Yes, the Company's Policy is that EDs must declare | |||||||
on appointment, annually, thereafter and | conflict of interest on appointment annually | |||||||
as they occur? Yes/No | ||||||||
iv) Are there EDs serving as NEDs in any other | No, there are no EDs serving currently in Company | |||||||
company? Yes/No | and any other company | |||||||
If yes, please list | ||||||||
v) Are their memberships in these companies | No, if there is their membership would be in line with | |||||||
in line with Board-approved policy? Yes/No | Board-approved policy | |||||||
Principle | 6: | Non-Executive | i) | Are the roles and responsibilities of the NEDs | Yes. They are contained in their Contract & Board | |||
Directors | clearly defined and documented? Yes/No | Charter | ||||||
Non-Executive Directors bring | If yes, where are these documented? | |||||||
ii) | Do the NEDs have letters of appointment | Yes, the NEDs have letters of appointment | ||||||
to | bear | their knowledge, | ||||||
specifying their duties, liabilities and terms of | specifying their duties, liabilities and terms of | |||||||
expertise | and | independent | ||||||
engagement? Yes/No | engagement | |||||||
judgment on issues of strategy | ||||||||
and | performance | on | the | iii) | Do the NEDs declare any conflict of interest | Yes, NEDs declare any conflict of interest on | ||
Board | on appointment, annually, thereafter and | appointment and as they occur | ||||||
as they occur? Yes/No | ||||||||
iv) | Are NEDs provided with information relating | Yes, the information is provided to the NEDs | ||||||
to the management of the company and | quarterly via Board papers before Board meeting | |||||||
on all Board matters? Yes/No | and in the case of emergency information it is | |||||||
If yes, when is the information provided to | provided and sent through email. | |||||||
the NEDs | ||||||||
v) | What is the process of ensuring | The process is by discussing and agreeing on the | ||||||
completeness and adequacy of the | responsibilities of the board and the information | |||||||
information provided? | needed to discharge those responsibilities. Also, the | |||||||
information must be monitored and considered on | ||||||||
an on-going and intimate basis | ||||||||
vi) | Do NEDs have unfettered access to the EDs, | Yes, NEDs have unfettered access to the EDs, | ||||||
Company Secretary and the Internal | Company Secretary and the Internal Auditor | |||||||
Auditor? Yes/No | ||||||||
Principle 7: Independent Non- | i) | Do the INEDs meet the independence | Yes, the INEDs meet the independence criteria | |||||
Executive Directors | criteria prescribed under Section 7.2 of the | prescribed under Section 7.2 of the Code. | ||||||
Independent | Non-Executive | Code? Yes/No | ||||||
ii) | Are there any exceptions? | NO | ||||||
Directors bring a high degree | ||||||||
of objectivity to the Board for | ||||||||
iii) | What is the process of selecting INEDs? | The process of selecting INEDs is based on person's | ||||||
sustaining | stakeholder | trust | ||||||
integrity and possession of relevant expertise and | ||||||||
and confidence" | ||||||||
experience. | ||||||||
iv) | Do the INEDs have letters of appointment | Yes, the INEDs have letter of appointment specifying | ||||||
specifying their duties, liabilities and terms of | their duties, liabilities and terms of engagement. | |||||||
engagement? Yes/No |
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Principles | Reporting Questions | Explanation on application or deviation | |||||||||||||
v) Do the INEDs declare any conflict of interest | Yes, the INEDs declare any conflict of interest on | ||||||||||||||
on appointment, annually, thereafter and | appointment, annually thereafter and as they occur | ||||||||||||||
as they occur? Yes/No | |||||||||||||||
vi) Does the Board ascertain and confirm the | Yes. The Board ascertain and confirm the | ||||||||||||||
independence of the INEDs? Yes/No | independence of the INEDs. | ||||||||||||||
If yes, how often? | The process is done annually and as they occur | ||||||||||||||
What is the process? | |||||||||||||||
vii) Is the INED a Shareholder of the Company? | NO. the INED is not a Shareholder of the Company | ||||||||||||||
Yes/No | |||||||||||||||
If yes, what is the percentage | |||||||||||||||
shareholding? | |||||||||||||||
viii) Does the INED have another relationship | No, the INEDs does not have another relationship | ||||||||||||||
with the Company apart from directorship | with the Company apart from directorship and/or | ||||||||||||||
and/or shareholding? Yes/No | shareholding. | ||||||||||||||
If yes, provide details. | |||||||||||||||
ix) What are the components of INEDs | None in the interim. | ||||||||||||||
remuneration? | |||||||||||||||
Principle | 8: | Company | i) Is the Company Secretary in-house or | The Company Secretary is In-house | |||||||||||
Secretary | outsourced? | ||||||||||||||
"The Company | Secretary | ii) What is the qualification and experience of | The Company Secretary has the relevant | ||||||||||||
the Company Secretary? | qualification and experience necessary to | ||||||||||||||
support | the | effectiveness of | |||||||||||||
effectively discharge the duties of her office | |||||||||||||||
the Board by assisting the | |||||||||||||||
Board and management to | |||||||||||||||
iii) Where | the | Company | Secretary is | an | Yes, the Company Secretary is a member of Senior | ||||||||||
develop | good | corporate | |||||||||||||
employee of the Company, is the person a | Management | ||||||||||||||
governance | practices | and | |||||||||||||
member of senior management? | |||||||||||||||
culture within the Company" | |||||||||||||||
iv) Who does the Company Secretary report to? | The Company Secretary reports to the MD/CEO on | ||||||||||||||
administrative responsibilities and functional | |||||||||||||||
responsibility to the Board through the Chairman | |||||||||||||||
v) What is the appointment and removal | The Company Secretary appointment and removal | ||||||||||||||
process of the Company Secretary? | process is the same rigorous selection process | ||||||||||||||
similar to that of new directors. | |||||||||||||||
vi) Who | undertakes | and | approves | the | The Board approves the performance appraisal of | ||||||||||
performance appraisal of the Company | the Company Secretary. | ||||||||||||||
Secretary? | |||||||||||||||
Principle | 9: | Access | to | i) Does the company have a Board-approved | Yes, the Company have approved Board Charter | ||||||||||
Independent Advice | policy that allows directors access to | that allows directors access to independent | |||||||||||||
"Directors | are | sometimes | independent professional | advice in | the | professional advice in the discharge of their duties | |||||||||
discharge of their duties? Yes/No | |||||||||||||||
required to make decisions of | |||||||||||||||
If yes, where is it documented? | |||||||||||||||
a technical | and | complex | |||||||||||||
ii) Who bears | the cost | for | the | independent | The Company | ||||||||||
nature | that | may | require | ||||||||||||
professional advice? | |||||||||||||||
independent | external | ||||||||||||||
iii) During | the | period under | review, did | the | No | ||||||||||
expertise" | |||||||||||||||
Directors | obtain | any | independent | ||||||||||||
professional advice? Yes/No | |||||||||||||||
If yes, provide details. | |||||||||||||||
Principle 10: Meetings of the | i) What is the process for reviewing and | Minutes of meetings are sent out on timely basis and | |||||||||||||
Board | approving minutes of Board meetings? | are formally reviewed and approved by Directors of | |||||||||||||
"Meetings | are | the | principal | the Board at the next meeting | |||||||||||
vehicle | for | conducting | the | ii) What are the timelines for sending the minutes | Minutes of meetings are sent out to directors and | ||||||||||
business | of | the | Board | and | to Directors? | members on timely basis before the next meeting | |||||||||
successfully | fulfilling | the | |||||||||||||
iii) What are the implications for Directors who | The implications for Directors who do not meet the | ||||||||||||||
strategic | objectives | of | the | ||||||||||||
do not meet the Company policy on meeting | Company policy on meeting attendance is that the | ||||||||||||||
Company" | |||||||||||||||
attendance? | attendance is used as a criterion for re-election as a | ||||||||||||||
director. | |||||||||||||||
Principle | 11: | Board | i) Do the Board Committees have Board- | Yes, the Board Committees have Board-approved | |||||||||||
Committees | approved Charters which set out their | Charters which set out their responsibilities and | |||||||||||||
responsibilities and terms of reference? | terms of reference | ||||||||||||||
Yes/No |
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Principles | Reporting Questions | Explanation on application or deviation | |||||||||
"To ensure | efficiency | and | ii) What | is the process for reviewing and | Minutes of meetings are sent out on timely basis and | ||||||
effectiveness, | the | Board | approving minutes of Board Committee of | are formally reviewed and approved by members | |||||||
delegates | some | of | its | meetings? | of the Committee at the next meeting | ||||||
functions, | duties | and | |||||||||
iii) What are the timelines for sending the minutes | Minutes of meetings are sent out to Committee | ||||||||||
responsibilities | to | well- | |||||||||
to the directors? | members on timely basis before the next meeting | ||||||||||
structured | committees, | ||||||||||
without | abdicating | its | |||||||||
iv) Who acts as Secretary to board committees? | The Company Secretary | ||||||||||
responsibilities" | |||||||||||
v) What Board Committees are responsible for | The Board Committees responsible for them are: | ||||||||||
the following matters? | Remuneration, Nomination and Governance | ||||||||||
a) | Nomination and Governance | ||||||||||
Committee and; | |||||||||||
b) | Remuneration | ||||||||||
c) | Audit | Risk Management Committee | |||||||||
d) | Risk Management | ||||||||||
vi) What is the process of appointing the chair of | The Chair of each Committee is appointed by the | ||||||||||
each committee? | Board. | ||||||||||
Committee responsible for | Nomination and Governance | ||||||||||
vii) What is the proportion of INEDs to NEDs on the | All members are NEDs | ||||||||||
Committee responsible for Nomination and | |||||||||||
Governance? | |||||||||||
viii) Is the chairman of the Committee a NED or | The Chairman of the Committee is a NED | ||||||||||
INED? | |||||||||||
ix) Does the Company have a succession plan | Yes, the Succession plan policy is reviewed | ||||||||||
policy? Yes/No | periodically | ||||||||||
If yes, how often is it reviewed? | |||||||||||
x) How often are Board and Committee | Board and Committee charters as well as other | ||||||||||
charters as well as other governance policies | governance policies are reviewed periodically | ||||||||||
reviewed? | |||||||||||
xi) How does the committee report on its | The Committee report on its activities at the meeting | ||||||||||
activities to the Board? | of the Board. | ||||||||||
Committee responsible for Remuneration | |||||||||||
xii) What is the proportion of INEDs to NEDs on | The Committee responsible for Remuneration consist | ||||||||||
the | Committee | responsible | for | of NEDs | |||||||
Remuneration? | |||||||||||
xiii) Is the chairman of the Committee a NED or | The Chairman of the Committee is a NED | ||||||||||
INED? | |||||||||||
Committee | responsible for Audit | ||||||||||
xiv) Does the Company have a Board Audit | No, the Company has a statutory Audit Committee | ||||||||||
Committee separate from the Statutory | |||||||||||
Audit Committee? Yes/No | |||||||||||
xv) Are members of the Committee responsible | Yes, members of the Committee responsible for | ||||||||||
for Audit financially literate? Yes/No | Audit are financially literate | ||||||||||
xvi) What | are | their | qualifications | and | They are financial experts. They have current | ||||||
experience? | knowledge in accounting and financial | ||||||||||
management. | |||||||||||
xvii) Name | the | financial | expert(s) on | the | Mr. Ayeni Philip & Mr. Benedict Ugwuede | ||||||
Committee responsible for Audit | |||||||||||
xviii) How often does the Committee responsible | The Committee responsible for Audit review the | ||||||||||
for Audit review the internal auditor's | internal auditor's reports quarterly. | ||||||||||
reports? | |||||||||||
xix) Does the Company have a Board | Yes, the Company have a Board approved internal | ||||||||||
approved internal control framework in | control framework in place. | ||||||||||
place? Yes/No | |||||||||||
xx) How does the Board monitor compliance | The Board monitor compliance with the internal | ||||||||||
with the internal control framework? | control framework through the statutory Audit | ||||||||||
Committee report to the Board during the Board | |||||||||||
meeting. |
- Does the Committee responsible for Audit The Audit Committee review the External Auditors
review the External Auditors management | management letter, key Audit Matters and |
letter, Key Audit Matters and management | Management response upon presentation of same |
response to issues raised? Yes/No | to the Committee during the Committee Meetings. |
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Principles | Reporting Questions | Explanation on application or deviation | ||||
Please explain. | ||||||
xxii) Is there a Board-approved policy that | Yes. Tax Consulting is one of such non-audit | |||||
clearly specifies the non-audit services that | services that the external auditor does not provide | |||||
the external auditor shall not provide? | ||||||
Yes/No | ||||||
xxiii) How many times did the Audit Committee | The Audit Committee held discussions with the head | |||||
hold discussions with the head of internal | of Internal Audit function and external auditors | |||||
audit function and external auditors without | without the management twice during the period | |||||
the management during the period under | under review. | |||||
review? | ||||||
Committee responsible for Risk Management | ||||||
xxiv)Is the Chairman of the Risk Committee a | The Chairman is a NED | |||||
NED or an INED? | ||||||
xxv) Is | there | a | Board | approved Risk | Yes. It was reviewed and approved during the | |
Management framework? Yes/No? | period under review | |||||
If yes, when was it approved? | ||||||
xxvi)How often does the Committee review the | The Committee review the adequacy and | |||||
adequacy and effectiveness of the Risk | effectiveness of the Risk Management Controls | |||||
Management Controls in place? | periodically. October 2022 | |||||
Date of last review | ||||||
xxvii) Does the | Company have a Board- | No | ||||
approved | IT | Data | Governance | |||
Framework? Yes/No | ||||||
If yes, how often is it reviewed? | ||||||
xxviii) How often does the Committee receive | During the Committee meeting | |||||
and review compliance report on the IT | ||||||
Data Governance Framework? | ||||||
xxix) Is the Chief Risk Officer (CRO) a member of | Yes | |||||
Senior Management and does he have | ||||||
relevant experience for this role? Yes/No |
-
How many meetings of the Committee did All the meetings during the period under review the CRO attend during the period under
review?
Principle 12: Appointment to i) | Is there a Board-approved policy for the | Yes. | |||||||
the Board | appointment of Directors? Yes/No | ||||||||
"A written, | clearly | defined, | ii) | What | criteria are considered for their | They are contained in their Contract & Board | |||
appointment? | Charter | ||||||||
rigorous, | formal | and | |||||||
transparent procedure serves | |||||||||
iii) What is the Board process for ascertaining | The roles and responsibilities of The Chairman of the | ||||||||
as a guide for the selection of | |||||||||
those prospective directors are fit and proper | company are clearly defined in the company's | ||||||||
Directors | to | ensure | the | ||||||
persons? | board charter | ||||||||
appointment of high-quality | |||||||||
individuals to the Board" | iv) Is there a defined tenure for the following? | No | |||||||
a) | The Chairman | ||||||||
b) | The MD/CEO | ||||||||
c) | INED | ||||||||
d) | NED | ||||||||
e) | Eds | ||||||||
v) Please state the tenure | |||||||||
vi) Does the Board have a process to ensure that | Yes | ||||||||
it is refreshed periodically? Yes/No? | |||||||||
Principle 13: Induction and i) Does the Board have a formal induction | Yes | ||||||||
Continuing Education | programme for new directors? Yes/No | ||||||||
"A | formal | induction | ii) During the period under review, were new | Yes | |||||
Directors appointed? Yes/No | |||||||||
programme on | joining | the | |||||||
If yes, provide date of induction. | |||||||||
Board | as | well | as | regular | |||||
iii) Are Directors provided relevant training to | Yes | ||||||||
training | assists | Directors to | |||||||
enable them effectively discharge their | |||||||||
effectively | discharge | their | |||||||
duties? Yes/No | Formal orientation programme to familiarize | ||||||||
duties to the Company" | |||||||||
If yes, provide training details. | directors with the company's operations, strategic | ||||||||
plan, the employees and the duties and | |||||||||
responsibilities. |
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Principles | Reporting Questions | Explanation on application or deviation | ||||||||||||
iv) How do | you | assess | the | training | needs of | Director's training needs is assessed during on- | ||||||||
Directors? | boarding and formal orientation programme | |||||||||||||
v) Is there a Board-approved training plan? | Yes | |||||||||||||
Yes/No | ||||||||||||||
vi) Has it been budgeted for? Yes/No | Yes | |||||||||||||
Principle 14: Board Evaluation | i) Is | there | a Board-approved policy for | Yes | ||||||||||
"Annual | Board | evaluation | evaluating Board performance? Yes/No | |||||||||||
assesses how each Director, | ||||||||||||||
ii) For the period under review, was there any | No. Not yet | |||||||||||||
the committees of the Board | ||||||||||||||
Board | Evaluation | exercise | conducted? | |||||||||||
and the Board are committed | ||||||||||||||
Yes/No | ||||||||||||||
to their roles, work together | ||||||||||||||
and continue | to | contribute | ||||||||||||
iii) If yes, indicate whether internal or external. | ||||||||||||||
effectively | to | the | ||||||||||||
Provide date of last evaluation. | ||||||||||||||
achievement | of | the | ||||||||||||
iv) Has | the | Board Evaluation | report been | No | ||||||||||
Company's objectives" | ||||||||||||||
presented to the full Board? Yes/No | ||||||||||||||
If yes, indicate date of presentation. | ||||||||||||||
v) Did the Chairman discuss the evaluation | No | |||||||||||||
report with the individual directors? Yes/No | ||||||||||||||
vi) Is the result of the evaluation for each Director | Yes | |||||||||||||
considered in the re-election process? | ||||||||||||||
Yes/No | ||||||||||||||
Principle | 15: | Corporate | i) For | the | period under review, has the | No | ||||||||
Governance Evaluation | Company | conducted | a | corporate | ||||||||||
"Institutionalizing a system for | governance evaluation? Yes/No | |||||||||||||
If yes, provide date of the evaluation. | ||||||||||||||
evaluating | the Company's | |||||||||||||
ii) Is the | result of the Corporate Governance | Yes | ||||||||||||
corporate | governance | |||||||||||||
practices | ensures | that | its | Evaluation presented and considered by the | ||||||||||
Board? Yes/No | ||||||||||||||
governance | standards, | |||||||||||||
iii) If yes, please indicate the date of last | 2019 | |||||||||||||
practices and processes are | ||||||||||||||
presentation. | ||||||||||||||
adequate and effective" | ||||||||||||||
iv) Is the summary of the Corporate Governance | Yes | |||||||||||||
Evaluation included in the annual reports and | ||||||||||||||
Investor's portal? Yes/No | ||||||||||||||
Principle | 16: | Remuneration | i) Is | there a Board-approved Directors' | Yes | |||||||||
Governance | remuneration policy? Yes/No | |||||||||||||
"The Board ensures that the | If yes, how often is it reviewed? | |||||||||||||
ii) Provide details of directors' fees, allowances | None. Directors of the Company resolved not to | |||||||||||||
Company remunerates fairly, | ||||||||||||||
and all other benefits paid to them during the | receive directors' fees, sitting allowance and all | |||||||||||||
responsibly and transparently | ||||||||||||||
period under review | other benefits due to them for a period of 2 years | |||||||||||||
so as to | promote | the | ||||||||||||
(period under review inclusive) as a show of | ||||||||||||||
achievement | of | strategic | ||||||||||||
commitment and support for the Company on its | ||||||||||||||
objectives | and | positive | ||||||||||||
financial position. | ||||||||||||||
outcomes | in | the | short, | |||||||||||
medium and long term" | iii) Is the remuneration of NEDS presented to | Yes | ||||||||||||
shareholders for approval? Yes/No | ||||||||||||||
If yes, when was it approved? | ||||||||||||||
iv) What | portion | of the NEDs remuneration is | None | |||||||||||
linked to company performance? | ||||||||||||||
v) Is there | a Board-approved remuneration | Yes | ||||||||||||
policy | for | Executive | and | Senior | ||||||||||
management? Yes/No | To the extent of achievement of budgeted | |||||||||||||
If yes, to what extent is remuneration linked to | ||||||||||||||
revenue. | ||||||||||||||
company performance? | ||||||||||||||
vi) Has | the | Board set KPIs for Executive | Yes | |||||||||||
Management? Yes/No | ||||||||||||||
vii) If yes, was the performance measured | Yes | |||||||||||||
against the KPIs? Yes/No | ||||||||||||||
viii) Do the MD/CEO, EDs and Company | No | |||||||||||||
Secretary receive a sitting allowance | ||||||||||||||
and/or directors' fees? Yes/No |
9
REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Principles | Reporting Questions | Explanation on application or deviation | |||||||||||||
ix) Which of | the following | receive | sitting | None | |||||||||||
allowance and/or fees? | |||||||||||||||
a. MD/CEO | |||||||||||||||
b. ED | |||||||||||||||
c. Company Secretary | |||||||||||||||
d. Other Senior management staff | |||||||||||||||
x) Is there a Board-approved clawback policy | No | ||||||||||||||
for Executive management? Yes/No | |||||||||||||||
If yes, attach the policy. | |||||||||||||||
Principle | 17: | Risk | i) | Has the Board defined the company's risk | Yes | ||||||||||
Management | appetite and limit? Yes/No | ||||||||||||||
"A | sound | framework | for | ii) How often does the company conduct a risk | Quarterly | ||||||||||
assessment? | |||||||||||||||
managing risk | and | ensuring | |||||||||||||
an | effective | internal control | iii) How often does the board receive and | At every Board meeting of the Company | |||||||||||
system | is | essential | for | review risk management reports? | |||||||||||
achieving | the | strategic | |||||||||||||
objectives of the Company" | |||||||||||||||
Principle 18: Internal Audit | i) | Does the company have an Internal Audit | Yes | ||||||||||||
"An | effective | internal | audit | function? Yes/No | |||||||||||
If no, how has the Board obtained adequate | |||||||||||||||
function | provides | assurance | |||||||||||||
assurance | on | the | effectiveness of internal | ||||||||||||
to | the | Board | on | the | |||||||||||
processes and systems? | |||||||||||||||
effectiveness | of | the | |||||||||||||
ii) Does the company have a Board-approved | Yes | ||||||||||||||
governance, | risk | ||||||||||||||
internal audit charter? Yes/No | |||||||||||||||
management | and | internal | |||||||||||||
iii) Is the head of internal audit a member of | Yes | ||||||||||||||
control systems" | |||||||||||||||
senior management? Yes/No | |||||||||||||||
iv) What is the qualification and experience of | The head of Internal Audit is a professional with | ||||||||||||||
the head of internal audit? | relevant qualification and registered with a | ||||||||||||||
professional body. | |||||||||||||||
v) Does the company have a Board-approved | Yes | ||||||||||||||
annual risk-based internal audit plan? Yes/No | |||||||||||||||
vi) Does the head of the internal audit function | Yes | ||||||||||||||
report at least once every quarter to the | |||||||||||||||
committee responsible for audit, on the | |||||||||||||||
adequacy | and | effectiveness | of | ||||||||||||
management, governance, risk and control | |||||||||||||||
environment; | deficiencies | observed | and | ||||||||||||
management mitigation plans? Yes/No |
- Is there an external assessment of the Yes effectiveness of the internal audit function at least once every three years by a qualified independent reviewer appointed by the
Board? Yes/No | 2022 |
If yes, when was the last assessment? |
- Who undertakes and approves the The Audit Committee performance evaluation of the Head of
Internal Audit?
Principle 19: Whistleblowing | i) | Does the company have a Board-approved | Yes | |||||
"An effective whistle-blowing | whistleblowing framework? Yes/No | It was reviewed in 2022 | ||||||
If yes, when was the date of last review | ||||||||
framework for reporting any | ||||||||
ii) Does | the Board | ensure | that the | Yes | ||||
illegal or unethical behaviour | ||||||||
whistleblowing mechanism and are process | ||||||||
minimizes | the | Company's | ||||||
reliable, accessible | to all | stakeholders, | ||||||
exposure | and | prevents | ||||||
guarantees anonymity and protection of the | ||||||||
recurrence" | ||||||||
whistleblower? Yes/No | ||||||||
iii) Is the Audit committee provided with the | The Audit Committee is provided with reported | |||||||
following reports on a periodic basis? | cases, process and results of investigated cases. | |||||||
a) | Reported cases | |||||||
b) Process and results of Investigated cases |
10
REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
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Morison Industries plc published this content on 19 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 March 2024 14:43:07 UTC.