FINANCIAL REPORTING COUNCIL OF NIGERIA
(Federal Ministry of Industry, Trade & Investment)
FRC/CG/001: TEMPLATE FOR REPORTING COMPLIANCEWITH 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 | PRESTIGE ASSURANCE PLC |
ii. | Date of Incorporation | 06 January, 1970 |
iii. | RC Number | 6753 |
iv. | License Number | RIC - 033 |
v. | Company Physical Address | 19 Ligali Ayorinde Street Victoria Island, Lagos. |
vi. | Company Website Address | www.prestigeassuranceplc.com |
vii. | Financial Year End | 31st December 2022 |
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 | Chidinma Ibe-Louis 19 Ligali Ayorinde Street Victoria Island, Lagos. |
x. | Name and Address of External Auditor(s) | Ernst & Young 10th &13th Floor UBA House, Marina, Lagos. |
xi. | Name and Address of Registrar(s) | First Registrars & Investors Services Limited No. 2, Abebe Village Road, Iganmu, Lagos. |
xii. | Investor Relations Contact Person (E-mail and Phone No.) | Chidinma Ibe-Louiscibe-louis@prestigeassuranceplc.com 08058830333 |
xiii. | Name of the Governance Evaluation Consultant | FINANCIAL INSTITUTIONS TRAINING CENTRE (FITC) |
xiv. | Name of the Board Evaluation Consultant | FINANCIAL INSTITUTIONS TRAINING CENTRE (FITC) |
Section C - Details of Board of the Company and Attendance at Meetings
1. Board Details:
S/N | Names of Board Members | Designation (Chairman, MD, INED, NED, ED) | Gender | Date First Appointed/ Elected | Remark |
1 | Mr. Adedoyin Salami | Chairman - NED | MALE | 11th June 2018 | Resigned with effect from 8th April 2022 |
2 | Mr. Atul Sahai | NED | MALE | 10th February 2019 | Resigned with effect from 17th October 2022 |
3 | Sir Muftau Oyegunle | NED | MALE | 4th June 2013 | Retired with effect from 3rd June 2022 |
4 | Mrs. Funmi Oyetunji | INED | FEMALE | 20th April 2018 | Appointed a Chairman on 26th October 2022 |
5 | Mrs Rekha Gopalkrishnan | NED | FEMALE | 28th April 2021 | |
6 | Mr. Rajesh Kamble | ED | MALE | 9th March 2021 | |
7 | Mr Vadlamudi Raja | ED | MALE | 20th January, 2021 | Resigned with effect from 19th August 2022 |
8 | Mr Vivek Kalla | ED | MALE | 28th October 2021 | |
9 | Mr. N.S.R. Chandra Prasad | INED | MALE | 17th September 2021 | |
10 | Mrs Aderonke Adedeji | NED | FEMALE | 27th April 2022 | |
11 | Dr Nosike Agokei | NED | MALE | 27th July 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 2 | Dr Adedoyin Salami | 7 | 2 | NONE | Chairman | NONE | NONE |
Mr Rajesh Kamble | 7 | 7 | Finance and Investment Committee Audit, Risk Management Committee | Member Member | 4 4 | 4 4 | |
3 | Sir Muftau O. Oyegunle | 7 | 4 | Establishment, Remuneration Governance Committee & Audit, Risk Management Committee Statutory Audit Committee | Chairman Member Member | 4 4 4 | 2 2 2 |
4 | Mrs Funmi Oyetunji | 7 | 7 | Finance Investment Committeeand Audit, Risk Management Committee Statutory Audit Committee | Chairman Chairman Member | 4 4 5 | 4 4 4 |
5 | Mr. N. Chandra Prasad | 7 | 7 | Establishment, Remuneration Governance Committee & Finance and Investment Committee Statutory Audit Committee | Member Member Member | 4 4 5 | 4 4 3 |
6 | Mr. Vadlamudi Raja | 7 | 5 | Finance Investment CommitteeandAudit, Risk Management Committee | Member Member | 4 4 | 3 3 |
7 | Mrs Rekha Gopalkrishnan | 7 | 4 | NONE | NONE | NONE | NONE |
8 | Mr Vivek Kalla | 7 | 2 | Finance Investment Committeeand Audit, Management Committee Risk | Member Member | 4 4 | 1 1 |
9 | Mrs Aderonke Adedeji | 7 | 3 | Establishment, Remuneration Governance Committee & Audit, Risk Management Committee | Member Member | 4 4 | 1 1 |
10 | Dr Nosike Agokei | 7 | 2 | Statutory Audit Committee | Member | 4 | 1 |
Section D - Details of Senior Management of the Company
1. Senior Management:
S/No. | Names | Position Held | Gender |
1 | Mr. Rajesh Kamble | Managing Director/CEO | Male |
2 | Mr. Vivek Kalla | Executive Director | Male |
3 | Mrs Ifeyinwa Edet | AGM Marketing/Business Development | Female |
4 | Mr Oluwadare Emmanuel | AGM Accounts & Finance/Chief Finance Officer | Male |
5 | Mrs Patricia Jibrin-Yaro | AGM Technical | Female |
6 | Mrs Eunice Aina | AGM Internal Audit & Control | Female |
7 | Mrs Chidinma Ibe-Louis | Company Secretary | Female |
8 | Mr. Michael Osazuwa | AGM Oil & Energy/Special Risks | Male |
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, it has an approved Charter. |
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 as well as financial and technical backgrounds. Their experiences range from Finance, Accountancy, Law, Economics, Audit, Investment Banking, and Insurance. |
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 Board approved policy which provides diversity, inclusion, and equality to all staff irrespective of their gender, race, religion, ethnicity, 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 Rajesh Kamble- Leadway Pensure Ltd; Leadway Hotels Ltd. Mrs Funmi Oyetunji - Nova Merchant Bank Ltd; Beyond Credit Ltd; Advantage Health Africa, Trove Technology. Mr. N. Chandra Prasad - GIC Housing Finance Limited, India; India International Insurance Pte. Ltd, Singapore; Kshema Capital Private Limited, India; Kshema Holdings Private Limited, India; Kshema General Insurance Ltd, India. Mrs Aderonke Adedeji - Leadway Holdings Ltd, Planet Governance Advisory Limited, Adelle & Woss Ltd, Raadvantage. Dr Nosike Agokei - Planet Capital Ltd, Planet Governance Ltd; Certari Asset Management Ltd; PPE International Resources Ltd; Egbosi Investments Ltd. | |
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 and the Executive Director do not chair of any Board Committee. |
Leadway Pensure Ltd; Leadway
Nova Merchant Bank Ltd;
Trove
GIC Housing Finance
Limited, India; India International Insurance Pte. Ltd,
Kshema
Leadway Holdings Ltd, , Adelle & Woss
Planet Capital Ltd, Planet
PPE
not
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Prestige Assurance plc published this content on 30 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 March 2023 17:50:43 UTC.