INITIATES : COMPLIANCE REPORT ON THE NIGERIAN CODE OF CORPORATE GOVERNANCE OF THE INITIATES PLC

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 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:

1. Every line item and indicator must be completed.

1. 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

Section B - General Information

	Items	Details
i.	Company Name	THE INITIATES PLC
ii.	Date of Incorporation	3RD MARCH, 1995
iii.	RC Number	266755
iv.	License Number
v.	Company Physical Address	Plot 400, Location (new) road off ABA/PH
		expressway, by Oyigbo Junction,
		Umuebule 5, Etche, Rivers State.
vi.	Company Website Address	www.initiatesgroup.com
vii.	Financial Year End	31st December,2022
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	OLAIDE ODEJOBI
		Plot 400, Location (new) road, off ABA/PH
		expressway, by Oyigbo Junction,
		Umuebule 5, Etche, Rivers State.
x.	Name and Address of External Auditor(s)	MADU, ONYEKWENA &CO.
		23/25 Birabi Street, GRA Phase 1,
		Port Harcourt, Rivers State.
xi.	Name and Address of Registrar(s)	APEL CAPITAL AND REGISTRARS
		LIMITED...8, ALHAJI BASHORUN STREET
		OFF NORMAN WILLIAMS CRESCENT
		S/WEST, IKOYI
xii.	Investor Relations Contact Person	Bimbo Adams-Ajigbotaje
	(E-mail and Phone No.)	[e-mail]
	08036710909
xiii.	Name of the Governance Evaluation Consultant	None
xiv.	Name of the Board Evaluation Consultant	None

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/
		ED)		Elected
1.	JOE ANOSIKEH	CHAIRMAN(NED)	Male	23rd March,2015	Still serving
2.	REUBEN MUSTAPHA OSSAI	EXECUTIVE DIRECTOR (MD)	Male	Upon incorporation	Still serving
3.	CHARLES AROAWODE OBOH	NED	Male	23rd March, 2015	Still serving
4.	PROF.EDWARD ALIKOR	NED	Male	23rd March, 2015	Still serving
5.	JOE EBINUM	NON-EXECUTIVE DIRECTOR	Male	17th July,2015	Still serving
6	DR.DOROTHY BASSEY	INED	Female	25th August 2022	Still serving

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE

2. Attendance at Board and Committee Meetings:

S/No.	Names of Board Members	No. of Board	No. of	Membership	Designation	Number of	Number of
		Meetings	Board	of Board	(Member or	Committee	Committee
		Held in the	Meetings	Committees	Chairman)	Meetings Held in the	Meetings
		Reporting	Attended			Reporting Year	Attended in the
		Year	in the				Reporting Year
			Reporting
			Year
1.	JOE ANOSIKEH	5	5	Nil	Nil	Nil	Nil
2.	REUBEN MUSTAPHA OSSAI	5	5	Risk	Member	Nil	Nil
3.	CHARLES AROAWODE OBOH	5	5	Compensation	Chairman	1	1
				and Corporate
				Governance
				Risk	Member	Nil	Nil
4.	PROF.EDWARD ALIKOR	5	5	Statutory Audit	Member	4	3
				Committee
				Risk	Chairman	Nil	Nil
				Compensation	Member	1	1
				and Corporate
				Governance
5.	JOE EBINUM	5	5	Statutory Audit	Member	4	3
				Committee
				Compensation	Member	1	1
				and Corporate
				Governance
6	DR.DOROTHY BASSEY	5	3	Nil	Nil	Nil	Nil

Section D - Details of Senior Management of the Company

6. Senior Management:

S/No.	Names	Position Held	Gender
1.	Reuben Mustapha Ossai	Chief Executive Officer	Male
2	Augustine Porbeni	GM, Industrial Cleaning services	Male
3.	Rosemary Douglas	Finance Manager	Female
4.	Olaide Odejobi	Company Secretary	Female
5.	Bimbo Adams-Ajigbotaje	Chief Internal Auditor	Male
6.	Ugochi Ukpebor	QHSSE Manager	Female
7	Mavis Okonye	Support Service Manager	Male
8.	Felix Aigbonohan	Innovation & Opportunity Manager	Male
9.	Obot Solomon	Manager, TDU	Male
10.	Giftson Ee-Kabari	Cleaning Engineer	Male
11.	Tope Odeshi	E-waste Manager	Male
12	Emmanuel Urrah	Manager, Incineration services	Male

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE

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 which	Yes
"	successful	Company is	sets out its responsibilities and terms of
reference? Yes/No
headed by an effective Board
If yes, when was it last reviewed?	It is undergoing review.
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 of	The minimum qualification is First Degree coupled with
and Composition	the directors?	Professional qualifications in various field. They also have
"The effective discharge of the		vast experiences in Accounting, Auditing, Health,
	Surveying and environmental management
responsibilities	of the Board
and its committees is assured	ii) Does the company have a Board-approved	Yes
by an appropriate balance of	diversity policy? Yes/No
skills	and	diversity (including	The policy is pending Board ratification
If yes, to what extent have the diversity targets
experience and gender) without
been achieved?
compromising	competence,
independence and integrity "	iii) Are there directors holding concurrent
					Joe Ebinum - Bell Iyke Limited
					directorships? Yes/No
					If yes, state names of the directors and the
					companies?
					iv) Is the MD/CEO or an Executive Director a chair	No
					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 the	No
"The Chairman is responsible	Board Committees? Yes/no
If yes, list them.
for providing overall leadership
of the Company and the Board,	ii) At which Committee meeting(s) was the	None
and eliciting the constructive	Chairman in attendance during the period
participation of all Directors to
under review?
facilitate effective direction of
the Board"		iii) Is the Chairman an INED or a NED?	Non-Executive Director
					iv) Is the Chairman a former MD/CEO or ED of the	No
					Company? Yes/No
					If yes, when did his/her tenure as MD end?
					v) When was he/she appointed as Chairman?	25th August, 2022
					vi) Are the roles and responsibilities of the	Yes
					Chairman clearly defined? Yes/No	In the Board Charter and the Letter of appointment
					If yes, specify which document

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE

	Principles		Reporting Questions	Explanation on application or deviation
Principle	4:		Managing	i) Does the MD/CEO have a contract of	Yes
Director/	Chief	Executive		employment which sets out his authority and
Officer					Relationship with the Board? Yes/No
"The			Managing		If no, in which documents is it specified?
Director/Chief Executive Officer	ii) Does the MD/CEO declare any conflict of	Yes
is the head of management		interest on appointment, annually, thereafter
delegated by the Board to run		and as they occur? Yes/No
the affairs of the Company to
iii) Which of the Board Committee meetings did	Audit Committee
achieve its strategic objectives
for sustainable		corporate		the MD/CEO attend during the period under
performance"				review?
				iv) Is the MD/CEO serving as NED in any other	No
					Company? Yes/no.
					If yes, please state the company (ies)?
				v) Is the membership of the MD/CEO in these	The MD/CEO is not serving as NED in any other Company
					companies in line with the Board-approved
					Policies? Yes/No
Principle	5:		Executive	i)	Do the EDs have contracts of employment?	No
Directors					Yes/no	The MD/CEO is the only ED the Company has, as at the
Executive Directors support the			time of the report.
ii) If yes, do the contracts of employment set out	No
Managing Director/Chief
Executive	Officer	in the		the roles and responsibilities of the EDs?
	Yes/No	The MD/CEO is the only ED the Company has as at the
operations and management of
	If no, in which document are the roles and	time of the report.
the Company
					responsibilities specified?
				iii) Do the EDs declare any conflict of interest on	No
					appointment, annually, thereafter and as
					they occur? Yes/No	None has arisen as at the time of the report.
				iv) Are there EDs serving as NEDs in any other	No
					company? Yes/No
					If yes, please list	None has arisen as at the time of this report
				v) Are their memberships in these companies in	No
					line with Board-approved policy? Yes/No
						None has arisen as at the time of this report
Principle	6: Non-Executive	i) Are the roles and responsibilities of the NEDs	Yes
Directors					clearly defined and documented? Yes/No If
Non-Executive Directors bring		yes, where are these documented?	The roles and responsibilities are clearly documented in
		the Board Charter and the Letters of appointment
to bear	their	knowledge,
ii) Do the NEDs have letters of appointment	Yes
expertise	and	independent
judgment on issues of strategy		specifying their duties, liabilities and terms of
and performance on the Board		engagement? Yes/No
				iii) Do the NEDs declare any conflict of interest on	Yes
					appointment, annually, thereafter and as
					they occur? Yes/No
				iv) Are NEDs provided with information relating to	Yes
					the management of the company and on all
					Board matters? Yes/No
					If yes, when is the information provided to	The information is provided 2weeks before any Meeting
					the NEDs	through Memos, Management report, Minutes of
						Meeting and occasional Company's Bulletins.
				v) What is the process of ensuring completeness	All matters presented before the Board must have
					and adequacy of the information provided?	explanatory notes and circulated to all members (NEDs
						inclusive).
						Board can only discuss and take resolution on Matters
						that they are duly and fully informed of.
				vi) Do NEDs have unfettered access to the EDs,	Yes
					Company Secretary and the Internal Auditor?
					Yes/No

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE