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 |
i. | Company Name | UPDC Plc |
ii. | Date of Incorporation | 6th October 1997 |
iii. | RC Number | 321582 |
iv. | License Number | N/A |
v. | Company Physical Address | UAC House 1-5 Odunlami Street, |
Lagos | ||
vi. | Company Website Address | www.updcplc.com |
vii. | Financial Year End | 31st December |
viii. | Is the Company a part of a Group/Holding Company? Yes/No | Yes |
If yes, please state the name of the Group/Holding Company | ||
Custodian Investment Plc | ||
ix. | Name and Address of Company Secretary | Folake Kalaro |
UAC House 1-5 Odunlami Street, | ||
Lagos. | ||
x. | Name and Address of External Auditor(s) | Messrs Deloitte & Touché |
Civic Towers, Plot GA1, 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 | investorrelations@updcplc.com |
(E-mail and Phone No.) | +234 901 000 3017 | |
xiii. | Name of the Governance Evaluation Consultant | Society for Corporate |
Governance Nigeria. | ||
xiv. | Name of the Board Evaluation Consultant | Society for Corporate |
Governance Nigeria. | ||
Section C - Details of Board of the Company and Attendance at Meetings
1. Board Details:
S/No. | Names of Board | Designation | Gender | Date First | Remark |
Members | (Chairman, MD, INED, | Appointed/ | |||
NED, ED) | Elected | ||||
1 | Wole Oshin | Chairman | Male | 5th January 2021 | |
2 | Mr Odunayo Ojo | Chief Executive Officer | Male | 3rd May 2021 | |
3 | Folakemi Fadahunsi | Finance Director | Female | 19th March 2019 | Resigned with |
effect from 8th | |||||
March 2022. | |||||
4 | Ms Bidemi Fadayomi | Executive Director, | Female | 28th July, 2022 | |
Property Development | |||||
5 | Folasope Aiyesimoju | Non-Executive Director | Male | 6th August 2018 | |
6 | Oyekunle Osilaja | Non-Executive Director | Male | 13th January 2020 | |
7 | Mr Adeniyi Falade | Non-Executive Director | Male | 5th January 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. | No. of | No. of | Membership | Designation (Member or | Number of | Number of | ||
Board | Board | of Board | Chairman) | Committee | Committee | |||
Meetings | Meetings | Committees | Meetings | Meetings | ||||
Held in | Attended | Held in the | Attended | |||||
the | in the | Reporting | in the | |||||
Reporting | Reporting | Year | Reporting | |||||
Year | Year | Year | ||||||
1 | Mr Wole Oshin | 4 | 4 | Not a | Board Chairman | _ | _ | |
member of | ||||||||
any | ||||||||
Committee | ||||||||
2 | Mr Odunayo | 4 | 4 | 2 | Member | |||
Ojo | • | Finance, Investment & | 4 | 4 | ||||
Operations Committee | 4 | 4 | ||||||
• | Risk, Audit & Compliance | |||||||
Committee | ||||||||
3 | Ms Bidemi | 4 | 1 | 2 | Member | |||
Fadayomi | ▪ | Finance, Investment & | 4 | 1 | ||||
Operations Committee | 4 | 1 | ||||||
▪ | Risk, Audit & Compliance | |||||||
Committee | ||||||||
4 | Mrs Folakemi | 4 | 1 | 2 | Member | |||
Fadahunsi | ▪ | Finance, Investment & | 4 | 1 | ||||
Operations Committee | 4 | 1 | ||||||
▪ | Risk, Audit & Compliance | |||||||
Committee | ||||||||
5 | Mr Folasope | 4 | 4 | 3 | Chairman | |||
Aiyesimoju | • | Risk, Audit & Compliance | 4 | 4 | ||||
Committee | ||||||||
Member | ||||||||
• | Finance, Investment & | 4 | 4 | |||||
Operations Committee | ||||||||
• | Remuneration and | 2 | 2 | |||||
Governance Committee | ||||||||
6 | Mr Oyekunle | 4 | 3 | 3 | Chairman | |||
Osilaja | ▪ | Remuneration and | 2 | 2 | ||||
Governance Committee | ||||||||
Member | ||||||||
▪ | Finance, Investment & | 4 | 4 | |||||
Operations Committee | ||||||||
▪ | Risk, Audit & Compliance | 4 | 3 | |||||
Committee | ||||||||
7 | Mr Adeniyi | 4 | 4 | 3 | Chairman | |||
Falade | ▪ | Finance, Investment & | 4 | 4 | ||||
Operations Committee | ||||||||
Member | ||||||||
▪ | Risk, Audit & Compliance | |||||||
Committee | 4 | 4 | ||||||
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
S/No. | No. of | No. of | Membership | Designation (Member or | Number of | Number of | |
Board | Board | of Board | Chairman) | Committee | Committee | ||
Meetings | Meetings | Committees | Meetings | Meetings | |||
Held in | Attended | Held in the | Attended | ||||
the | in the | Reporting | in the | ||||
Reporting | Reporting | Year | Reporting | ||||
Year | Year | Year | |||||
▪ Remuneration and | 2 | 2 | |||||
Governance Committee |
Section D - Details of Senior Management of the Company | ||||
1. | Senior Management: | |||
S/No. | Names | Position Held | Gender | |
1. | Odunayo Ojo | Chief Executive Officer | Male | |
2 | Folakemi Fadahunsi | Finance Director (Resigned w.e.f. | Female | |
8th March 2022) | ||||
3 | Bidemi Fadayomi | Executive Director, Property | Female | |
Development | ||||
4 | Folake Kalaro | Company Secretary / General | Female | |
Counsel | ||||
5 | Ngozi Ikeadigh | Internal Audit/Risk and | Female | |
Compliance Manager | ||||
6 | Bayo Akintoye | Head, Sales and Marketing | Male | |
(resigned w.e.f. 19th April 2022) | ||||
7 | Olawale Arigbede | Asset Manager | Male | |
8 | Damola Oguntoyinbo | Head, Sales & Marketing | Male | |
(employed w.e.f. 1st April 2022) | ||||
9 | Priye Johnson | Chief Commercial Officer | Male | |
10 | Gbenga Olugbami | Finance Controller | Male | |
11 | Imelda Ezie | Human Resources Manager | Female | |
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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 | ||
"A successful Company is | ||
headed by an effective | ||
Board which is responsible | ||
for providing | ||
entrepreneurial and | ||
strategic leadership as well | i) Does the Board have an approved | |
as promoting ethical culture | ||
and responsible corporate | Charter which sets out its | Yes. |
citizenship. As a link | responsibilities and terms of | 2021. |
between stakeholders and | reference? Yes/No | |
the Company, the | If yes, when was it last reviewed? | |
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" | ||
The Board consists of members who are | ||
i) What are the qualifications and | Chartered Accountants, Finance and | |
investment consultants with | ||
experiences of the directors? | ||
background in real estate, corporate | ||
finance and estate management. | ||
ii) Does the company have a Board- | Yes. | |
The Board members possess | ||
approved diversity policy? Yes/No | ||
Principle 2: Board Structure | If yes, to what extent have the | qualifications in diverse fields i.e., |
and Composition | diversity targets been achieved? | Economics, Estate Management and |
Accounting. | ||
"The effective discharge of | ||
Yes. | ||
the responsibilities of the | ||
Board and its committees is | Mr Wole Oshin - Custodian Investment | |
assured by an appropriate | Plc, CrusaderSterling Pensions Limited, | |
balance of skills and | Custodian Life Assurance Ltd, | |
diversity (including | Custodian Trustees Limited. | |
experience and gender) | ||
without compromising | Folasope Aiyesimoju - UAC of Nig Plc, | |
competence, | iii) Are there directors holding | Foodpro Limited, Themis Capital |
independence and integrity | Management, CAP Plc, UAC Foods | |
" | concurrent directorships? Yes/No | Limited, Grand Cereals Limited, MDS |
If yes, state names of the directors and | Logistics Limited, Juvan Holdings | |
the companies? | ||
Limited. | ||
Mr Adeniyi Falade - Custodian | ||
Investment Plc, CrusaderSterling | ||
Pensions Limited, Custodian Life | ||
Assurance Ltd, Custodian Trustees | ||
Limited, Interstate Securities Limited, | ||
UPDC Facility Management Limited, | ||
UPDC Hotels Limited. | ||
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
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UPDC plc published this content on 03 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 April 2023 10:19:25 UTC.