VERITAS KAPITAL ASSURANCE : COMPLIANCE WITH THE NCCG FOR YEAR END 2023

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 the 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 to 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 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 to 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:

• i. Every line item and indicator must be completed.

• ii. Respond to each question with "Yes" where you have applied the principle, and "No" where you are yet to apply the principle.

• iii. An explanation of how you are applying the principle or otherwise should be included as part of your response.

• iv. Not Applicable (N/A) is not a valid response.

  REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Section B - General Information

S/N	Items	Details
i.	Company Name	Veritas Kapital Assurance Plc
ii.	Date of Incorporation	1973
iii.	RC Number	11785
iv.	License Number	Ric-022
v.	Company Physical Address	Plot 497 Abogo Largema Street, Central Business District, Abuja-FCT
vi.	Company Website Address	www.veritaskapital.com
vii.	Financial Year End	December 31
viii.	Is the Company a part of a Group/Holding Company? Yes/No If yes, please state the name of the Group/Holding Company	No
ix.	Name and Address of Company Secretary	Saratu Umar Garba Plot 497 Abogo Largema Street, Central Business District, Abuja-FCT
x.	Name and Address of External Auditor(s)	Ernst & Young Nigeria 10th & 13th Floors, UBA House, 57 Marina, Lagos
xi.	Name and Address of Registrar(s)	Unity Registrars Limited 25 Ogunlana Drive, Surulere, Lagos
xii.	Investor Relations Contact Person (E-mail and Phone No.)	Saratu Umar Garba 08033208252 [e-mail]
xiii.	Name of the Governance Evaluation Consultant	DCSL Corporate Services Limited
xiv.	Name of the Board Evaluation Consultant	DCSL Corporate Services Limited

SECTION C - DETAILS OF BOARD OF THE COMPANY AND ATTENDANCE AT MEETINGS - BOARD DETAILS:

S/N	Names of Board Members	Designation (Chairman, MD, INED, NED, ED)	Gender	Date First Appointed/ Elected	Remark
1.	Mr. Nahim Abe Ibraheem	Non-Executive Directors	Male	5th May, 2017	Nil
2.	Dr. Adaobi Nwakuche	Managing Directors/CEO	Female	22nd November, 2023	Nil
3.	Mr. Sunkanmi Adekeye	Executive OperationsDirectors,	Male	26th January, 2023	Nil
4.	Hajia Yabawa L. Wabi Mni	Non-Executive Directors	Female	5th May, 2017	Nil
5.	Sen. Maj. Gen. M. (Galadiman Zuru)OFR Magoro	Non-Executive Directors	Male	11th June, 2015	Nil
6.	Mr. Paul Oki	Independent Non-Executive Directors	Male	20th October, 2021	Nil
7.	Mrs. Priya Heal	Non-Executive Directors	Female	25th September, 2018	Nil
8.	Dr. Oluwafunsho Obasanjo	Non-Executive Directors	Female	5th May, 2017	Nil
9.	Mr. Emmanuel Etuh	Non-Executive Directors	Male	27th January, 2022	Nil
10.	Mr. Aminu Babangida	Non-Executive Directors	Male	5th May, 2017	Nil

r

2. ATTENDANCE AT BOARD AND COMMITTEE MEETINGS:

S/N	NAMES BOARD MEMBERS OF	NO. BOARDOFMEETINGS HELD IN THE REPORTIN G YEAR	NO. BOARDOFMEETINGS ATTENDED IN THE REPORTING YEAR	MEMBERSHIP OF BOARD COMMITTEE MEETINGS	DESIGNATION (MEMBER OR CHAIRMAN)	NUMBER OF COMMITTEE MEETINGS HELD IN THE REPORTING YEAR	NUMBER OF COMMITTEE MEETINGS ATTENDED IN THE REPORTING
YEAR
1	Mr. Nahim Abe Ibraheem	4	4	Nil	Nil	NIL	NIL
2	Mr. EgbaranKenneth Mr. EgbaranKenneth resigned from the Board following the expiration of his Contract of Service in October 2023.	4	3	Enterprise ManagementRisk	Member	4	3
Finance, Investment, and General-Purpose Committee	Member	4	3
3	Mr. Sunkanmi Adekeye Mr. Sunkanmi Adekeye was appointed on 26th January 2023	4	3	Enterprise ManagementRisk	Member	4	3
Finance, Investment, and General-Purpose Committee	Member	4	3
4	Hajia Yabawa L. Wabi mni	4	4	Enterprise ManagementRisk	Chairman	4	4
Finance, Investment, and General-Purpose Committee	Member	4	4
Establishment and Governance Committee	Member	4	4
Audit Compliance Committeeand	Member	4	4
5	Sen. Maj. Gen. M. Magoro (OFR)	4	4	Establishment and Governance Committee	Chairman	4	4
Enterprise Management CommitteeRisk	Member	4	4
6	Mr. Paul Oki	4	4	Audit Compliance Committeeand	Chairman	4	4
Establishment and Governance Committee	Member	4	4
Enterprise Management CommitteeRisk	Member	4	4
7	Mrs. Priya Heal	4	4	Establishment and Governance Committee	Member	4	4
Finance, Investment, and General-Purpose Committee	Member	4	4
Enterprise Management CommitteeRisk	Member	4	4
8	Dr. Oluwafunsho Obasanjo	4	4	Establishment and Governance Committee	Member	4	4
Finance, Investment, and General-Purpose Committee	Member	4	4
Enterprise Management CommitteeRisk	Member	4	4
9	Mr. EtuhEmmanuel	4	4	Finance, Investment, and General-Purpose Committee	Chairman	4	4
Audit Compliance Committeeand	Member	4	4
Establishment and Governance Committee	Member	4	4
10	Mr. BabangidaAminu	4	4	Establishment and Governance Committee	Member	4	3
Enterprise Management CommitteeRisk	Member	4	4

SECTION D - DETAILS OF SENIOR MANAGEMENT OF THE COMPANY - SENIOR MANAGEMENT:

S/N	NAMES	POSITION HELD	GENDER
1.	Dr. Adaobi Nwakuche	Managing Directors/CEO	Female
2.	Mr. Sunkanmi Adekeye	Executive Directors, Operations	Male
3.	Ms. Aisha Garba	Head, Corporate Services	Female
4.	Ms. Saratu Umar Garba	Company Secretary/Legal Adviser	Female
5.	Mr. Oladejo Oyebowale Nojeem	Head, Internal Audit and Control	Male
6.	Mr. Mojeed Somorin	Chief Finance Officer	Male
7.	Mrs. Sylvia Nwachukwu	Head, Business Development, Southern Region	Female

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018 - SECTION E - APPLICATION

Reporting Questions

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 as promoting an 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"	i. Does the Board have an approved Charter which sets out its responsibilities and terms of reference? Yes/No If yes, when was it last reviewed?	Yes It was last reviewed in December, 2021
Principle Composition 2:BoardStructureand "The effective discharge of the responsibilities of the Board and its Committees is assured by an appropriate balance of skills and diversity (including experience and gender) without compromising competence, independence and integrity "	i. What are qualifications experiences Directors? ofthe and the	The Directors possess a wide array of professional qualifications and come from diverse financial and technical backgrounds. Their expertise spans across various fields including finance, accounting, economics, legal, and insurance.
ii. Does the Company have a Board-approved diversity policy? Yes/No If yes, to what extent have the diversity targets been achieved?	Yes, The Board Membership encompasses diversity in gender, age, experience, and skills. There are 4 female Directors and 6 male Directors on the Board. The Committees are led by professionally qualified individuals, including Accountants, Legal Practitioners, and other experts in their respective fields.
iii. Are there Directors holding concurrent Directorships? Yes/No If yes, state the names of the Directors and the companies.	Iii. Yes i. Dr Oluwafunsho Obasanjo - Unity Bank Plc and Veritas Healthcare Limited ii. Hajia Yabawa Lawan Wabi - Unity Bank Plc and Veritas Healthcare Limited iii. Mr. Nahim Abe Ibraheem - Veritas Glanvills Pensions Limited and Lighthouse Capital Limited iv. Mrs. Priya Heal - Veritas Glanvills Pensions Limited and Lighthouse Capital Limited
iv. Isthe MD/CEO oranExecutive Directors a chair of any Board Committee? Yes/No If yes, provide the names of the Committees.	No

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 the effective direction of the Board"	i. Is the Chairman a Member or chair of any of the Board Committees? Yes/no If yes, list them.	No
ii. At which Committee meeting(s) was the Chairman in attendance during the period under review?	None
iii. Is the Chairman an INED or a NED?	NED
iv. Is the Chairman a former MD/CEO or ED of the Company? Yes/No If yes, when did his/her tenure as MD end?	No
v. When was he/she appointed as Chairman?	2022
vi. Are theroles andresponsibilities Chairman defined? Yes/No of the clearly If yes, documentspecifywhich	Yes The role and responsibilities of the Chairman are specified in the Board Charter
Principle 4: Managing Directors/ Chief Executive Officer "The Managing Directors/Chief Executive Officer is the head of management delegated by the Board to run the affairs of the Company to achieve its strategic objectives for sustainable corporate performance"	i. Does the MD/CEO have a contract of employment that sets out his authority and relationship with the Board? Yes/No If no, documents specified? iniswhich it	Yes
ii. Does the MD/CEO declare any conflict of interest on the appointment, annually, thereafter, and as they occur? Yes/No	Yes, it is declared as it occurs
iii. Which of the Board Committee meetings did the MD/CEO attend during the period under review?	Enterprise CommitteeRiskManagementFinance, Investment, And General-Purpose Committee

iv. Is the MD/CEO serving as NED in any other Company? Yes/no. If yes, please state the Company(ies).	No
v. Is the Membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No	NA
Principle 5: Executive Directors "Executive Directors support the Managing Directors/Chief Executive Officer in the operations and management of the Company"	i. Do the EDs have contracts of employment? Yes/no	Yes
ii. If yes, do the contracts of employment set out the roles and responsibilities of the EDs? Yes/No If no, in which document are the roles and responsibilities specified?	Yes
iii. Do the EDs declare any conflict of interest on the appointment, annually, thereafter, and as they occur? Yes/No	Yes, it is declared as it occurs
iv. Are there EDs serving as NEDs in any other Company? Yes/No If yes, please list	No
v. Are their Memberships in these companies in line with Board-approved policy? Yes/No	NA
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 clearly defined and documented? Yes/No If yes, where are these documented?	Yes, their roles are clearly defined in the Board Charter
ii. Do the NEDs have letters of appointment specifying their duties, liabilities, and terms of engagement? Yes/No	Yes
iii. Do the NEDs declare any conflict of interest on the appointment,	Yes, it is declared as it occurs

annually, thereafter and as they occur? Yes/No
iv. Are NEDs provided with information relating to the management of the Company and on all Board matters? Yes/No If yes, when is the information provided to the NEDs	Yes,during inductionquarterly meetingsBoard andand the Committee
v. What is the process of ensuring completeness and adequacy of the information provided?	The Executive Management review and scrutinize the Board papers before they are provided to the NEDS. The Company Secretary also does the final review before it is circulated to the Board.
vi. Do NEDs have unfettered access to the EDs, Company Secretary, and the Internal Auditor? Yes/No	Yes
Principle 7: Independent Non-Executive Directors "Independent Non-Executive Directors bring a high degree of objectivity to the Board for sustaining stakeholder trust and confidence"	i. Dothe INEDs meet the independence criteria prescribed under Section 7.2 of the Code? Yes/No	Yes
ii. Are there any exceptions?	No
iii. What is the process of selecting INEDs?	The Establishment and Governance Committee conducts interviews with qualified individuals. Subsequently, successful candidates are referred to the Board for further interviews. The most suitable candidate will be chosen and presented to regulators and Members for final approval at the Annual General Meeting.
iv. Do the INEDs have letters of appointment specifying their duties, liabilities, and terms of engagement? Yes/No	Yes
v. Do the INEDs declare any conflict of interest on the appointment, annually, thereafter, and as they occur? Yes/No	Yes, it is declared as it occurs

vi. Does the Board ascertain and confirm the independence of the INEDs? Yes/No If yes, how often? What is the process?	Yes, typically, the Board ensures and confirms the independence of Independent Non-Executive Directors (INEDs). This verification process is crucial for maintaining the integrity and objectivity of the Board's decision-making Independently,processes. Non-Executive Directors are expected to bring unbiased perspectives and provide constructive challenges to the management, thereby enhancing corporate governance and accountability of the Company. The process involves: a. Review of Relevant Criteria: The Board reviews criteria established by regulatory bodies, corporate governance codes, and internal policies to determine independence. These criteria often include factors such as financial relationships, employment history, and familial connections. b. Declaration of Independence: INEDs are required to complete a declaration confirming their independence. declaration encompasses relationships circumstances compromise independence. thatThis usually any or may their c. Conflict of Interest Disclosures: INEDs disclose any potential conflicts of interest to the Board. This includes relationships with the Company, its Management, major Shareholders, or other Stakeholders that could affect their objectivity.
vii. Is the INED a Shareholder of the Company? Yes/NoIf yes, what is the percentage of shareholding?	No
viii. Does the INED have another relationship with the Company apart from the Directorship and/or shareholding? Yes/No	No, the INED does not have any other relationship with the Company aside from his Directorship.

If yes, provide details.

ix.

What are components remuneration?

ofthe INEDs

Director's Fees, expenses for meetings (siting allowance, accommodation, and travel expenses) where the venue of the meeting is outside his state of residence

Principle 8: Company Secretary

"The Company Secretary supports the effectiveness of the Board by assisting the Board and management to develop good corporate governance practices and culture within the Company"

i.

Is the Company Secretary in-house or outsourced?

The Company Secretary is in-house

ii.

What are qualifications experience of Company Secretary?

the and the

LLB, BL, MBA, AICSAN, and 21 years post call to the Nigerian Bar Association

iii.

Where the Company Secretary is an employee of the Company, is the person a Member of Senior Management?

Yes, the Company Secretary is an employee of the Company and a Member of Senior Management

iv.

Who does the Company Secretary report to?

The Company functionally to administratively Directors/CEO

Secretary reports the Board and to the Managing

v.

What is the appointment and removal process of the Company Secretary?

The Board is responsible for the appointment and removal of the Company Secretary.

vi.

Who undertakes and approves the performance appraisal of the Company Secretary?

The Managing Directors/CEO and the Establishment and Governance Committee undertake the evaluation and are approved by the Board.

Principle 9: Access to Independent Advice "Directors are sometimes required to make decisions of a technical and complex nature that may require independent external expertise"

i.

Does the Company have a

Board-approved policy that allows Directors access to independent professional advice in the discharge of their duties?

Yes/No

If yes, where is it documented?

Yes, the Company has a Board-approved policy that allows Directors to access independent professional advice in the discharge of their duties

ii. Who bears the cost for independent professional advice?

The Company bears the cost of independent professional advice

iii. During the period under review, did the Directors obtain any independent professional advice?

Yes/No

If yes, provide details.

No