RED STAR EXPRESS : NCCG 2018 REPORTING FOR YEAR ENDED MARCH 31, 2024

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:

1. Every line item and indicator must be completed.
2. Respond to each question with "Yes" where you have applied the principle, and "No"

where you are yet to apply the principle.

1. An explanation on how you are applying the principle, or otherwise should be included as part of your response.
2. 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			RED STAR EXPRESS PLC
ii.	Date of Incorporation			10th July 1992
iii.	RC Number			200303
iv.	License Number			FRC/2012/0000000000253
v.	Company Physical Address		70 International Airport Road, Lagos
vi.	Company Website Address		www.redstarplc.com
vii.	Financial Year End			31st March
viii.	Is the Company a part of a Group/Holding Company?	NO
	Yes/No
	If yes, please state the name of the Group/Holding
	Company
ix.	Name and Address of Company Secretary		FRANCES NDIDI AKPOMUKA,
					70 International Airport Rod, Lagos
x.	Name and Address of External Auditor(s)		KPMG PROFESSIONAL SERVICES
					KPMG Tower, Bishop Aboyade Cole
					Street, Victoria Island, Lagos
xi.	Name and Address of Registrar(s)		APEL CAPITAL REGISTRARS LTD8
					Alhaji Bashorun Street, off Norman
					Williams Crescent, South-West, Ikoyi
xii.	Investor Relations Contact Person		FRANCES NDIDI AKPOMUKA,
	(E-mail and Phone No.)			[e-mail]
					[e-mail]
					08037229034
xiii.	Name of the Governance Evaluation Consultant		NIL
xiv.	Name of the Board Evaluation Consultant		NIL
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.		Suleiman Barau	Chairman	M		June 26, 2018
2.		Auwalu Babura	MD/CEO	M		1st April, 2022
3.		Chioma Sideso	INED	F		June 26, 2018
4.		Chukwuemeka Ndu	NED	M		June 28, 2021
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

5.	Charles Ejekam	ED	M	April 1, 2022
6.	Sulaiman Koguna	NED	M	June 26, 2014
7	Peter Aletor	NED	M	June 28, 2021

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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	No. of	Membership of	Designation	Number of	Number of
		Board	Board	Board Committees	(Member or	Committee	Committee
		Meetings	Meetings		Chairman)	Meetings	Meetings
		Held in the	Attended			Held in the	Attended in
		Reporting	in the			Reporting	the
		Year	Reporting			Year	Reporting
			Year				Year
1.	Suleiman Barau	5	5	Strategy &	Not a member	5	-
				Business
				Development
				Risk	Not a member	5	-
				Management
				Audit	Not a member	5	-
				Governance,	Not a member	2	-
				Nomination
				&
				Remuneration
2	Auwalu Babura	5	5	Strategy &	Not a member	5	5
				Business
				Development
				Risk	Not a member	5	5
				Management
				Audit	Not a member	5	-
				Governance,	Not a member	2	-
				Nomination
				&
				Remuneration
3	Chioma Sideso	5	5	Strategy &	Member	5	5
				Business
				Development
				Risk	Member	5	5
				Management
				Audit	Not a member	5	-
				Governance,	Not a member	2	-
				Nomination
				&
				Remuneration
4	Chukwuemeka Ndu	4	4	Strategy &	Member	5	5
				Business
				Development
				Risk	Member	5	5
				Management
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	REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

S/No.	Names of Board Members	No. of	No. of	Membership of	Designation	Number of	Number of
		Board	Board	Board Committees	(Member or	Committee	Committee
		Meetings	Meetings		Chairman)	Meetings	Meetings
		Held in the	Attended			Held in the	Attended in
		Reporting	in the			Reporting	the
		Year	Reporting			Year	Reporting
			Year				Year
				Audit	Member	5	5
				Governance,	Not a member	2	-
				Nomination
				&
				Remuneration
5	Charles Ejekam	4	4	Strategy &	Not a member	5	5
				Business
				Development
				Risk	Not a member	5	5
				Management
				Audit	Not a member	5	-
				Governance,	Not a member	2	-
				Nomination
				&
				Remuneration
6	Suleiman Koguna	4	4	Strategy &		5	5
				Business
				Development
				Risk		5	-
				Management
				Audit		5	5
				Governance,		2	2
				Nomination
				&
				Remuneration
7	Peter Aletor	4	4	Strategy &		5	5
				Business
				Development
				Risk		5	5
				Management
				Audit		5	-
				Governance,		2	2
				Nomination
				&
				Remuneration

Section D - Details of Senior Management of the Company

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

1.	Senior Management:
S/No.	Names	Position Held	Gender
S/No.	Names	Position Held	Gender
1.	Auwalu Babura	Group M.D/CEO	M
2.	Charles Ejekam	Executive Director Sales & Marketing	M
3.	Tonye Preghafi	Chief Innovation Officer	M
4.	Abdulkadri Koguna	General Manager, Admin	M
5.	Mudiaga Okumagba	Chief Operating Officer, Red Star Freight Limited	M
6.	Olukayode Agbe	Chief Operating Officer, Red Star Logistics	M
7.	Nosa Eruse	Chief Operating Officer, Red Star Support	M
		Services
8.	Vivienne Emeni	Chief Operating Officer, Red Star Allied	F
9.	Frances Akpomuka	Company Secretary/Legal Adviser & Head,	F
		Group Operations
10.	Inemesit James Okoro	General Manager, Corporate Resources	F
11.	Ejide Owoeye	Head of Sales, Red Star Express Plc	F
12.	Valentine Oyibo	Chief Finance Officer	M

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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, last reviewed 2018. It is currently under
"A successful Company is	which sets out its responsibilities and terms of	review.
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	Please find attached the Profile of all
and Composition			of the directors?		Directors, marked Schedule 1.
"The effective discharge of
ii) Does the company have a Board-approved
the	responsibilities	of	the	The Company does not have a written
Board and its committees is	diversity policy? Yes/No		Diversity
assured by an appropriate	If yes, to what extent have the diversity targets
balance of skills and diversity	been achieved?		Policy, however, due consideration is always
(including	experience	and			given to all groups, to avoid discrimination
gender)			without
				and foster inclusion.
compromising	competence,
independence and integrity "
iii) Are there directors holding	concurrent	Yes
						directorships? Yes/No		Suleiman Barau - Family Homes Funds Limited
						If yes, state names of the directors and the
						companies?		Sulaiman Koguna - Apel Asset Management
								Company Limited, TurnQuest Business Solutions
								Limited, E-Training Institute Limited, Koguna Babura
								Insurance Brokers Limited, E-Insurance Solutions
								Centre Limited
								Chioma Sideso- Unitrust Insurance Company
								Limited, TAD Mining Limited
								Peter Aletor - Apel Asset Ltd, Veritas Glanvills
								Pensions
								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.
Principle 3: Chairman		i) Is the Chairman a member or chair of any of	No
"The Chairman is responsible	the Board Committees? Yes/no
If yes, list them.
for	providing	overall

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

	Principles					Reporting Questions	Explanation on application or deviation
leadership of the Company	ii)	At which Committee meeting(s) was the	None
and the Board, and eliciting		Chairman in attendance during the period
the constructive participation		under review ?
of all Directors to facilitate
effective	direction	of	the
iii) Is the Chairman an INED or a NED?	NED
Board"
					iv) Is the Chairman a former MD/CEO or ED of	NO
						the Company? Yes/No
						If yes, when did his/her tenure as MD end?
					v) When was he/she appointed as Chairman?	October 2018
					vi) Are the	roles	and responsibilities of the	Yes, the Board Charter& Memorandum &
						Chairman clearly defined? Yes/No	Articles of Association
						If yes, specify which document
Principle	4:	Managing	i)	Does the MD/CEO have a contract of	Yes, MD/CEO has a contract of employment
Director/	Chief	Executive		employment which sets out his authority	which sets out his authority and relationship
Officer						and relationship with the Board? Yes/No	with the Board
"The		Managing		If no, in which documents is it specified?
Director/Chief	Executive	ii)	Does the MD/CEO declare any conflict of	Yes as they occur. However none occurred in
Officer is the head of
	interest	on	appointment, annually,	year under review.
management delegated by		thereafter and as they occur? Yes/No
the Board to run the affairs of
the Company to achieve its	iii)	Which of the Board Committee meetings	Strategy & Business Development Committee, Risk
strategic	objectives	for		did the MD/CEO attend during the period	Management Committee
sustainable	corporate		under review?
performance"
			iv)	Is the MD/CEO serving as NED in any other	No
						company? Yes/no.
						If yes, please state the company(ies)?
									N/A
					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
Directors						Yes/no
Executive	Directors	support
ii)	If yes, do the contracts of employment set	Yes
the Managing Director/Chief		out the roles and responsibilities of the EDs?
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 as they occur. However none occurred in
						on appointment, annually, thereafter and	year under review
						as they occur? Yes/No
					iv)	Are there EDs serving as NEDs in any other	NO
						company? Yes/No
						If yes, please list
					v)	Are their memberships in these companies	N/A
						in line with Board-approved policy? Yes/No

Principle 6: Non-Executive Directors

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	Yes. The roles and responsibilities of NEDs
	clearly defined and documented? Yes/No	are clearly defined in the Board Charter
	If yes, where are these documented?
ii)	Do the NEDs have letters of appointment	Yes
	specifying their duties, liabilities and terms of
	engagement? Yes/No
iii)	Do the NEDs declare any conflict of interest	Yes as they occur. However none occurred in
	on appointment, annually, thereafter and	year under review
	as they occur? 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
			iv)	Are NEDs provided with information relating	Yes, before every Board Meeting and as any
				to the management of the company and	event requiring their attention arise.
				on all Board matters? Yes/No
				If yes, when is the information provided to
				the NEDs
			v)	What is the process of ensuring	All information is reviewed by the MD and
				completeness and adequacy of the	Executive Directors to ensure they address
				information provided?	relevant questions raised or information
					requested.
			vi)	Do NEDs have unfettered access to the EDs,	Yes
				Company Secretary and the Internal
				Auditor? Yes/No
Principle 7: Independent Non-	i)	Do the INEDs meet the independence	Yes
Executive Directors			criteria prescribed under Section 7.2 of the
Independent Non-Executive		Code? Yes/No
Directors bring a high degree	ii)	Are there any exceptions?	NO
of objectivity to the Board for
sustaining	stakeholder trust
iii)	What is the process of selecting INEDs?	Same as selecting the NEDs, i.e. in
and confidence"
			compliance with the Policy on Appointment
					of Directors. Calls for CVs are made,
					candidates are screened/interviewed by the
					Governance Committee & recommended to
					the Board. Approval is sought from the
					shareholders a AGM.
			iv)	Do the INEDs have letters of appointment	Yes
				specifying their duties, liabilities and terms of
				engagement? Yes/No
			v)	Do the INEDs declare any conflict of interest	Yes. However none occurred in year under
				on appointment, annually, thereafter and	review.
				as they occur? Yes/No
			vi)	Does the Board ascertain and confirm the	Yes. All Directors are requested to declare
				independence of the INEDs? Yes/No	any interests they may have in the Company
				If yes, how often?
				by the Chairman before commencement of
				What is the process?
					all Board meetings.
			vii)	Is the INED a Shareholder of the Company?	No
				Yes/No
				If yes, what is the percentage
				shareholding?
			viii)	Does the INED have another relationship	No
				with the Company apart from directorship
				and/or shareholding? Yes/No
				If yes, provide details.
			ix)	What are the components of INEDs	Fees.
				remuneration?
Principle	8:	Company	i)	Is the Company Secretary in-house or	In-House
Secretary				outsourced?
"The Company Secretary
ii)	What is the qualification and experience of	LL.B, BL, LL.M, Chartered Secretary, 24 years
support the effectiveness of		the Company Secretary?	Post Call
the Board by assisting the
Board and management to
iii) Where the Company Secretary is an	Yes
develop	good	corporate
				employee of the Company, is the person a
				member of senior management?

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Principles

Reporting Questions

Explanation on application or deviation

governance

practices

and

iv) Who does the Company Secretary report to?

The Board and GMD

culture within the Company"

v) What is the appointment and removal

As specified in CAMA

process of the Company Secretary?

vi) Who

undertakes

and

approves

the

Board Governance Committee

performance appraisal of the Company

Secretary?

Principle

9:

Access

to

i)

Does the company have a Board-approved

Yes

Independent Advice

policy that allows directors access to

"Directors

are

sometimes

independent

professional

advice in

the

discharge of their duties? Yes/No

required to make decisions of

If yes, where is it documented?

a technical

and

complex

nature

that

may

require

ii) Who bears the cost for the independent

The Company

independent

external

professional advice?

expertise"

iii) During the

period

under

review, did

the

No

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 are reviewed, amended & adopted

Board

approving minutes of Board meetings?

at the next meeting, and signed off by the

"Meetings are the

principal

Chairman.

vehicle

for

conducting

the

business

of

the

Board

and

ii) What are the timelines for sending the minutes

14 days before the meeting

successfully

fulfilling

the

to Directors?

strategic

objectives

of

the

Company"

iii) What are the implications for Directors who

It affects their re-election.

do not meet the Company policy on meeting

attendance?

Principle

11:

Board

i) Do the Board Committees have Board-

Yes

Committees

approved Charters which set out their

"To ensure

efficiency

and

responsibilities

and

terms

of reference?

Yes/No

effectiveness,

the

Board

delegates

some

of

its

ii) What is the process for reviewing and

Minutes are reviewed, amended & adopted

functions,

duties

and

approving minutes of Board Committee of

at the next meeting, and signed off by the

responsibilities

to

well-

meetings?

Chairman.

structured

committees,

without

abdicating

its

responsibilities"

iii) What are the timelines for sending the minutes

At least 5 days before the meeting

to the directors?

iv) Who acts as Secretary to board committees?

Company Secretary or any member of the

Secretariat

v) What Board Committees are responsible for

a.

Governance, Nomination &

the following matters?

Remuneration

a)

Nomination and Governance

b)

Remuneration

Committee

c)

Audit

b.

Governance, Nomination &

d)

Risk Management

Remuneration

Committee

c.

Audit Committee

d.

Risk Management Committee

vi) What is the process of appointing the chair of

The Board appoints the Chairman of each

each committee ?

committee except Audit Committee where

members determine the Chairman

Committee responsible for

Nomination and Governance

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018