TRANSCORP HOTELS : NIGERIAN CODE OF CORPORATE GOVERNANCE REPORT

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.
3. An explanation on how you are applying the principle, or otherwise should be included as part of your response.
4. Not Applicable (N/A) is not a valid response.

1

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Section B - General Information

S/No.	Items	Details
i.	Company Name	Transcorp Hotels Plc
ii.	Date of Incorporation	July 12, 1994
iii.	RC Number	248514
iv.	License Number	NA
v.	Company Physical Address	1 Aguiyi Ironsi Street, Maitama,
		Abuja
vi.	Company Website Address	www.transcorphotelsplc.com
vii.	Financial Year End	December 31st
viii.	Is the Company a part of a Group/Holding Company?	Yes
	Yes/No
	If yes, please state the name of the Group/Holding	Transnational Corporation Plc
	Company
ix.	Name and Address of Company Secretary	Stanley Chikwendu
		38, Glover Road, Ikoyi, Lagos
x.	Name and Address of External Auditor(s)	Deloitte & Touche
		Civic Towers, Plot GA 1 Ozumba
		Mbadiwe Avenue, Victoria Island,
		Lagos.
xi.	Name and Address of Registrar(s)	Africa Prudential Plc, 220B
		Ikorodu Road, Palmgrove, Lagos
xii.	Investor Relations Contact Person	Oluwatobiloba Ojediran,
	(E-mail and Phone No.)	oluwatobiloba.ojediran@transcorp
	hotelsplc.com
		Tel: [phone]
xiii.	Name of the Governance Evaluation Consultant	Angela Aneke & Co Ltd
xiv.	Name of the Board Evaluation Consultant	Angela Aneke & Co Ltd

2

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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.		Emmanuel Nnorom	Chairman	Male	January 2014
2.		Dupe Olusola	MD/CEO	Female	March 2020
3.		Helen Iwuchukwu	NED	Female	October 2020	Resigned on
						July 27, 2023
4.		Owen D. Omogiafo,	NED	Female	January 2019
		OON
5.		Peter Elumelu	NED	Male	November 2014
6.		Alex Okoh	NED	Male	April 2017	Resigned on
	l					July 27, 2023
7.		Udechukwu Obi	NED	Male	February 2023	Resigned on
		Osakwe				November 21
						2023
8.		Bolanle Onagoruwa	INED	Female	December 2021
9.		Alhaji Garba Abubakar	INED	Male	October 2023	Appointed on
						October 30
						2023
10.		Adesimbo Ukiri	NED	Female	October 2023	Appointed on
						October 30
						2023
11.		Alexander Adeyemi	NED	Male	July 2019	Resigned on
						January 9, 2023

3

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	Designation	Number of Committee	Number of
		Board	Board	of Board	(Member or	Meetings Held in the	Committee
		Meetings	Meetings	Committees	Chairman)	Reporting Year	Meetings
		Held in	Attended				Attended in
		the	in the				the
		Reporting	Reporting				Reporting
1.	Emmanuel Nnorom	5	5	Nil	Chairman	Nil	Nil
2.	Dupe Olusola	5	5	*FIC	Member	4	4
3.	Owen D. Omogiafo, OON	5	5	FIC	Member	4	4
				**BAGC	Chairman	4	4
4.	Peter Elumelu	5	5	FIC	Chairman	4	4
				BAGC	Member	4	4
5.	Helen Iwuchukwu	5	3	FIC	Member	4	3
	(Resigned on July 27, 2023)
				BAGC	Member	4	3
6.	Alex Okoh	5	3	FIC	Member	4	3
	(Resigned on July 27, 2023)
7.	Udechukwu Obi Osakwe
	(Resigned on November 21,	5	5	BAGC	Member	4	2
	2023)
8.	Bolanle Onagoruwa	5	5	BAGC	Member	4	4
9.	Adesimbo Ukiri
	(Appointed on October 30,	5	1	FIC	Member	4	NA
	2023)
10.	Garba Abubakar
	(Appointed on October 30,	5	1	BAGC	Member	4	NA
	2023)
11.	Alexander Adeyemi
	(Resigned on January 9,	5	NA	BAGC	Member	4	NA
	2023)

NOTES:

*FIC means Finance and Investment Committee **BAGC means Board Audit and Governance Committee

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.	Names	Position Held	Gender
1.	Dupe Olusola	MD /CEO	Female
2.	Segun Oduwole	Head, Business Development and	Male
		Operations
3.	Stanley Chikwendu	Group Company Secretary	Male
4.	Oluwatobiloba Ojediran	*Chief Finance Officer	Female
5.	Irene Nwankwo	Head, Internal Audit	Female
6.	Adeniyi Aderibigbe	Head, Marketing and Corporate	Male
		Communications
NOTE:
*The Chief Financial Officer is also the Chief Risk Officer

3

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Section E - Application

Principles

ReportingQuestions

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

"A successful

Company

is

which sets out its responsibilities and terms of

reference? Yes/No

The Board has an approved Charter that sets out

headed by an effective Board

the governance framework for the Board and Board

which

is

responsible

for

providing entrepreneurial and

If yes, when was it last reviewed?

Committees

of the Company,

including the

strategic leadership as well as

responsibilities of the Board.

promoting

ethical culture and

responsible

corporate

The Charter assists the Board in providing overall

citizenship. As a link between

leadership via strategic direction, policy formulation

stakeholders

and

the

and oversight.

Company,the

Board is to exercise oversight

and control to ensure that

management acts in the best

The Board Charter was last reviewed in January

interest

of

the

shareholders

2021.

and other

stakeholders while

sustaining

the

prosperity

of

the Company"

Principle

2: Board

Structure

i) What are the qualifications and experiences of

and Composition

the directors?

Name of

Qualification

Years of

"The effective discharge of the

Director

Experience

responsibilities

of

the Board

Emmanuel

Chartered

41 years'

and its committees is assured

Nnorom

Accountant

experience

by an appropriate balance of

skills and

diversity

(including

Dupe

BSc in Economics,

27 years'

experience

and

gender)

Olusola

M.A Development

experience

without

compromising

Economics

competence,independenceand

Owen D.

BSc in Sociology &

23 years'

integrity "

Omogiafo,

Anthropology, M.Sc.

experience

OON

HRM, AMP (LBS);

CIPD; CIPM

Peter

BSc in Business

33 years'

Elumelu

Management, MSc.

experience

Bolanle

LL.B in Law and PGD

32 years'

Onagoruwa

in Politics and

experience

International

Relations, General

Manager Prog.

(Harvard Business

School)

Garba

LL.B. in Law, BL

35 years'

Abubakar

experience

Adesimbo

LL.B. in Law, BL, MSc

33 years'

Ukiri

Management

experience

4

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

ii) Does the company have a Board-approved	Yes.
diversity policy? Yes/No
If yes, to what extent have the diversity targets	The diversity target of the Company has been
been achieved?	achieved as its Board and Management are diverse
	in experience, skills and gender with 50% being
	female.

iii) Are there directors holding concurrent	Yes
directorships? Yes/No	Emmanuel Nnorom - Transnational Corporation Plc
If yes, state names of the directors and the	Transcorp Power Plc, Transcorp	Hotels Calabar
companies?	Ltd**, Trans Afam Power Limited *, and Afam
	Power Plc*.
	Dupe Olusola - Transcorp Hotels Calabar Limited
	**, Aura by Transcorp Hotels Limited*.
	Owen D. Omogiafo, OON -	Transnational
	Corporation Plc*, Transcorp Power Plc*, Transcorp
	Hotels Calabar Ltd **, Trans Afam Power Limited*,
	Afam Power Plc*, and Aura by Transcorp Hotels
	Limited*.
	Peter Elumelu - No concurrent directorship with the
	Transcorp Group
	Bolanle Onagoruwa- No concurrent directorship
	within the Transcorp Group.
	Garba Abubakar - No concurrent directorship
	within the Transcorp Group.
	Adesimbo Ukiri - No Concurrent directorship within
	the Transcorp Group.

• Subsidiary companies with Common Directorship for Subsidiary Governance, Oversight and supervision.
• Resigned with effect from February 21, 2024

1. 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 (the only ED) does not chair any Board Committee.

5

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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	No, the Chairman is not a member of any Board
Board Committees? Yes/no	Committee.
If yes, list them.
ii) At which Committee meeting(s) was the	None. The Chairman does not attend Board
Chairman in attendance during the period	Committee meetings.
under review?
iii) Is the Chairman an INED or a NED?	The Chairman is a NED.
iv) Is the Chairman a former MD/CEO or ED of the	No, the Chairman is not a former MD/CEO or ED of
Company? Yes/No	the Company.
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 Chairman's roles, duties and
Chairman clearly defined? Yes/No	responsibilities are stated in the Board Charter.
If yes, specify which document

6

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Principles

ReportingQuestions

Explanation on application or deviation

	Principle 4: Managing Director/	i)	Does the MD/CEO have a contract of	Yes the MD/CEO has a contract of employment
	Chief Executive Officer			employment which sets out his authority and	that clearly states her authority, and relationship
	"The	Managing Director/Chief		relationship with the Board? Yes/No	with the Board.
		If no, in which documents is it specified?
	Executive Officer is the head
	of management delegated by	ii)	Does the MD/CEO declare any conflict of	Yes. Annual disclosures are made and are also
	the Board to run the affairs of		interest on appointment, annually, thereafter	required to be made as conflicts arise.
	the Company to achieve its		and as they occur? Yes/No
	strategic	objectives	for
	sustainable	corporate
	performance"
						iii)	Which of the Board Committee meetings did	The MD/CEO attended the Finance and Investment
							the MD/CEO attend during the period under	Committee as a member, and the Board Audit and
							review?	Governance Committee upon invitation by the
								Committee as required to provide insights on
								matters needing additional information.
						iv) Is the MD/CEO serving as NED in any other	Yes.
							company? Yes/no.	The MD/CEO serves as a NED in Aura by Transcorp
							If yes, please state the company(ies)?	Hotels Limited.
						v)	Is the membership of the MD/CEO in these	Yes
							companies in line with the Board-approved
							policies? Yes/No
	Principle 5: Executive Directors	i)	Do the EDs have contracts of employment?	No.
	Executive	Directors support		Yes/no
			There is no ED that supports the Managing Director.
	the Managing Director/Chief
	Executive	Officer	in	the
	operationsandmanagement of
	ii)	If yes, do the contracts of employment set out	There is no ED that supports the Managing
	the Company
				the roles and responsibilities of the EDs?	Director
							Yes/No
							If no, in which document are the roles and
							responsibilitiesspecified?
						iii) Do the EDs declare any conflict of interest on	There is no ED that supports the Managing
							appointment, annually, thereafter and as	Director
							they occur? Yes/No
						iv) Are there EDs serving as NEDs in any other	There is no ED that supports the Managing
							company? Yes/No	Director
							If yes, please list
						v)	Are their memberships in these companies in	There is no ED that supports the Managing
							line with Board-approved policy? Yes/No	Director
	Principle 6: Non-Executivei)	Are the roles and responsibilities of the NEDs	Yes. NED's roles and responsibilities are defined in
	Directors					clearly defined and documented? Yes/No If	the Board Charter and in their respective letters of
	Non-Executive Directors bring		yes, where are these documented?	appointment.
	to	bear	their	knowledge,
	expertise	and independent
	ii)	Do the NEDs have letters of appointment	Yes, all NEDs have letters of appointment clearly
	judgment on issues of strategy
		specifying their duties, liabilities and terms of	stating their duties, liabilities and terms of
	and performance on the Board
		engagement?Yes/No	engagement.
								7

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

	iii)	Do the NEDs declare any conflict of interest on	Yes.
		appointment, annually, thereafter and as	The NEDs fill and sign Annual Declaration Forms
		they occur? Yes/No	where conflicts are declared annually or as conflict
			arises.
	iv) Are NEDs provided with information relating to	Yes. Information is provided during Directors'
		the management of the company and on all	induction and at each board meeting and strategy
		Board matters? Yes/No	sessions. Also, updates are provided from time to
		If yes, when is the information provided to
		time as necessary.
		the NEDs
	v)	What is the process of ensuring	Standard Board and Board Committee agendas
		completeness and adequacy of the	have been put in place. Standard reporting
		informationprovided?	templates have also been put in place.
	vi)	Do NEDs have unfettered access to the EDs,	Yes, the NEDs have unhindered access to the
		Company Secretary and the Internal	MD/CEO, Company Secretary and the Internal
		Auditor? Yes/No	Auditor.
Principle 7: Independent Non-	i)	Do the INEDs meet the independence criteria	Yes, the INED meets all the independence criteria
ExecutiveDirectors		prescribed under Section 7.2 of the Code?	prescribed by the Nigerian Code of Corporate
		Yes/No	Governance.

8

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018