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:
- 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 |
1. | Company Name | UAC OF NIGERIA PLC |
2. | Date of Incorporation | APRIL 22, 1931 |
3. | RC Number | 341 |
4. | License Number | IT IS NOT A REQUIREMENT FOR THE |
COMPANY | ||
5. | Company Physical Address | UAC HOUSE, 1-5 ODUNLAMI STREET, LAGOS |
6. | Company Website Address | www.uacnplc.com |
7. | Financial Year End | DECEMBER 31 |
8. | Is the Company a part of a Group/Holding Company? Yes/No | YES |
If yes, please state the name of the Group/Holding Company | THE COMPANY IS ITSELF A HOLDING | |
COMPANY | ||
9. | Name and Address of Company Secretary | AYOMIPO WEY OF 1-5 ODUNLAMI STREET, |
LAGOS | ||
10 | Name and Address of External Auditor(s) | KPMG PROFESSIONAL SERVICES OF BISHOP |
ABOYADE COLE STREET, VICTORIA ISLAND, | ||
LAGOS | ||
11 | Name and Address of Registrar(s) | AFRICA PRUDENTIAL PLC OF 220B IKORODU |
ROAD, PALMGROVE, LAGOS | ||
12 | Investor Relations Contact Person | FUNKE IJAIYA-OLADIPO |
(E-mail and Phone No.) | investorrelations@uacnplc.com | |
+234 906 269 2908 | ||
13 | Name of the Governance Evaluation Consultant | DCSL CORPORATE SERVICES LIMITED |
14 | Name of the Board Evaluation Consultant | DCSL CORPORATE SERVICES LIMITED |
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 Appointed/ | Remark |
(Chairman, MD, INED, | Elected | ||||
NED, ED) | |||||
1. | MR. DANIEL AGBOR | CHAIRMAN | MALE | NOVEMBER 12 2015 | |
2. | MR. FOLASOPE | MD | MALE | MARCH 28 2018 | |
AIYESIMOJU | |||||
3. | DR. VITUS EZINWA | ED | MALE | NOVEMBER 1 2018 | |
4. | MRS. BABAFUNKE IJAIYA- | ED | FEMALE | JULY 28 2021 | |
OLADIPO | |||||
5. | DR. UMARU ALKA | NED | MALE | MARCH 7 2013 | RETIRED W.E.F |
JUNE 25 2022 | |||||
6. | MR. BABATUNDE KASALI | NED | MALE | MARCH 7 2013 | |
7. | MR. BOLAJI ODUNSI | NED | MALE | OCTOBER 30 2018 | |
8. | MRS. SUZANNE IROCHE | INED | FEMALE | AUGUST 1 2019 | |
9. | MR. KARL TORIOLA | INED | MALE | JANUARY 1 2020 | |
10. | MR. KHALIFA BIOBAKU | NED | MALE | MARCH 29 2022 | |
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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 | No. of | No. of | Membership of | Designation | Number of | Number of | |
Board | Board | Board | Board Committees | (Member or | Committee | Committee | ||
Members | Meetings | Meetings | Chairman) | Meetings Held | Meetings | |||
Held in | Attended | in the Reporting | Attended in | |||||
the | in the | Year | the Reporting | |||||
Reporting | Reporting | Year | ||||||
Year | Year | |||||||
1. | MR. DANIEL | 7 | 7 | Not a member of | CHAIRMAN | Not a member | Not a member | |
AGBOR | any Committee | of any | of any | |||||
Committee | Committee | |||||||
2. | MR. | 7 | 7 | RISK MANAGEMENT | MEMBER | 5 | 5 | |
FOLASOPE | COMMITTEE | |||||||
AIYESIMOJU | ||||||||
3. | DR. VITUS | 7 | 7 | Not a member of | Not a member | Not a member | Not a member | |
EZINWA | any Committee | of any | of any | of any | ||||
Committee | Committee | Committee | ||||||
4. | MRS. | 7 | 7 | RISK MANAGEMENT | MEMBER | 5 | 5 | |
BABAFUNKE | COMMITTEE | |||||||
IJAIYA- | ||||||||
OLADIPO | ||||||||
5. | DR. UMARU | 7 | 4 | GOVERNANCE & | MEMBER | 4 | 3 | |
ALKA | (represen | REMUNERATION | (representing | |||||
COMMITTEE | ||||||||
RETIRED W.E.F | ting 100% | 100% | ||||||
JUNE 25, 2022 | attendan | attendance | ||||||
ce until | until his | |||||||
his | retirement) | |||||||
retiremen | ||||||||
t) | ||||||||
6. | MR. | 7 | 7 | RISK MANAGEMENT | MEMBER | 5 | 3 | |
BABATUNDE | COMMITTEE | (representing | ||||||
KASALI | ||||||||
[NO LONGER A | 75% | |||||||
MEMBER W.E.F JULY | attendance | |||||||
27 2022] | until his exit | |||||||
from the | ||||||||
Committee) | ||||||||
GOVERNANCE & | MEMBER | 4 | N/A | |||||
REMUNERATION | (No | meeting | ||||||
[Member W.E.F July | was held since | |||||||
27, 2022] | his | joining the | ||||||
Committee) | ||||||||
7. | MR. BOLAJI | 7 | 6 | RISK MANAGEMENT | CHAIRMAN | 5 | 4 | |
ODUNSI | COMMITTEE | |||||||
8. | MRS. | 7 | 7 | GOVERNANCE & | CHAIRPERSON | 4 | 4 | |
SUZANNE | REMUNERATION | |||||||
IROCHE | COMMITTEE | |||||||
9. | MR. KARL | 7 | 5 | RISK MANAGEMENT | MEMBER | 5 | 5 | |
TORIOLA | COMMITTEE | |||||||
10. | MR. KHALIFA | 7 | 5 | RISK MANAGEMENT | MEMBER | 5 | 3 | |
BIOBAKU | (represen | COMMITTEE | (representing | |||||
ting 100% | 100% | |||||||
attendan | attendance | |||||||
ce since | ||||||||
his |
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
S/No. | Names of | No. of | No. of | Membership of | Designation | Number of | Number of | |
Board | Board | Board | Board Committees | (Member or | Committee | Committee | ||
Members | Meetings | Meetings | Chairman) | Meetings Held | Meetings | |||
Held in | Attended | in the Reporting | Attended in | |||||
the | in the | Year | the Reporting | |||||
Reporting | Reporting | Year | ||||||
Year | Year | |||||||
appointm | since his | |||||||
ent) | appointment) | |||||||
GOVERNANCE & | MEMBER | 4 | 2 | |||||
REMUNERATION | (representing | |||||||
COMMITTEE | ||||||||
100% | ||||||||
attendance | ||||||||
since his | ||||||||
appointment | ||||||||
as a | ||||||||
Committee | ||||||||
Member) | ||||||||
Section D - Details of Senior Management of the Company |
1. Senior Management:
S/No. | Names | Position Held | Gender |
1. | MR. FOLASOPE AIYESIMOJU | GROUP MANAGING DIRECTOR | MALE |
2. | DR. VITUS EZINWA | CHIEF OPERATING OFFICER | MALE |
3. | MRS. FUNKE IJAIYA-OLADIPO | GROUP FINANCE DIRECTOR | FEMALE |
4. | AYOMIPO WEY | COMPANY SECRETARY/GROUP | FEMALE |
GENERAL COUNSEL | |||
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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 | 1. Does the Board have an approved Charter | YES. | |||||||||||||||
"A successful Company is | which sets out its responsibilities and terms of | THE BOARD CHARTER WAS LAST REVIEWED IN MARCH | |||||||||||||||
reference? Yes/No | |||||||||||||||||
headed | by | an | effective | 2021. | |||||||||||||
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 | 1. What are the qualifications and experiences | THE DIRECTORS ARE EXPERIENCED PROFESSIONALS, | |||||||||||||||
and Composition | of the directors? | WITH EXPERTISE IN LAW, BANKING, FINANCE, | |||||||||||||||
"The effective discharge of | INVESTING, | HUMAN | RESOURCES, | ENGINEERING, | |||||||||||||
ENVIRONMENT, | ACCOUNTING | AND | |||||||||||||||
the responsibilities | of | the | |||||||||||||||
TELECOMMUNICATIONS | |||||||||||||||||
Board and its committees is | |||||||||||||||||
assured by an appropriate | 2. Does the company have a Board-approved | YES. THE DIVERSITY POLICY WAS APPROVED BY THE | |||||||||||||||
balance | of | skills | and | diversity policy? Yes/No | BOARD ON OCTOBER 28, 2021. THERE IS STRONG | ||||||||||||
diversity | (including | If yes, to what extent have the diversity targets | FEMALE REPRESENTATION WITHIN MIDDLE AND SENIOR | ||||||||||||||
experience | and | gender) | been achieved? | MANAGEMENT, AS WELL AS AT BOARD LEVEL ACROSS | |||||||||||||
without | compromising | THE UAC GROUP. | |||||||||||||||
competence, | |||||||||||||||||
independence and integrity | 3. Are | there | directors | holding | concurrent | YES. PLEASE SEE ATTACHED SCHEDULE | |||||||||||
" | directorships? Yes/No | ||||||||||||||||
If yes, state names of the directors and the | |||||||||||||||||
companies? | |||||||||||||||||
NO. NONE OF THE EXECUTIVE DIRECTORS CHAIRS ANY | |||||||||||||||||
4. | Is the MD/CEO or an Executive Director a | OF THE BOARD COMMITTEES. | |||||||||||||||
chair of any Board Committee? Yes/No | |||||||||||||||||
If yes, provide the names of the | Committees. | ||||||||||||||||
Principle 3: Chairman | 1. Is the Chairman a member or chair of any of | NO. THE CHAIRMAN DOES NOT CHAIR AND IS NOT A | |||||||||||||||
"The | Chairman | is | the Board Committees? Yes/no | MEMBER OF ANY COMMITTEE. | |||||||||||||
If yes, list them. | |||||||||||||||||
responsible | for | providing | |||||||||||||||
2. | At | which | Committee | meeting(s) was the | NONE. THE | CHAIRMAN DID | NOT | ATTEND | ANY | ||||||||
overall leadership | of | the | |||||||||||||||
Chairman in attendance during the period | COMMITTEE | MEETING | DURING | THE | PERIOD UNDER | ||||||||||||
Company and the | Board, | ||||||||||||||||
under review? | REVIEW. | ||||||||||||||||
and | eliciting | the | |||||||||||||||
constructive participation of | |||||||||||||||||
3. | Is the Chairman an INED or a NED? | THE CHAIRMAN IS A NED | |||||||||||||||
all Directors | to | facilitate | |||||||||||||||
effective | direction | of | the | ||||||||||||||
Board" | 4. Is the Chairman a former MD/CEO or ED of the | NO. THE CHAIRMAN IS NOT A FORMER MD/CEO OR ED | |||||||||||||||
Company? Yes/No | OF THE COMPANY | ||||||||||||||||
If yes, when did his/her tenure as MD end? | |||||||||||||||||
5. When was he/she appointed as Chairman? | NOVEMBER 2015 | ||||||||||||||||
6. Are | the roles and responsibilities of the | YES. THE BOARD CHARTER PROVIDES THAT THE | |||||||||||||||
Chairman clearly defined? Yes/No | CHAIRMAN SHALL DISCHARGE THE FUNCTIONS OF THE | ||||||||||||||||
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
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UAC of Nigeria plc published this content on 30 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 January 2023 09:33:09 UTC.