Corporate Governance

INTRODUCTION

The Company recognizes the increasing relevance of good corporate governance practice to the sustenance and profitability of any organization committed to delivering the desired value to its shareholders and stakeholders at large. The Company has consistently improved on its implementation of good corporate governance best practice within the past few years.


GOVERNANCE STRUCTURE

The Board consist of nine (9) members, out of which eight (8) act in Non-Executive Capacity. The Board discharges its duties through a number of standing committees whose charters are subject to regular reviews. The charter defines the purpose of each of the Committees, their composition, frequency of meetings, responsibilities and duties, as well as expected reports to the Board. The Board oversees the affairs of the company through six (6) standing committees.


The committees are highlighted below:

Enterprise Risk Management Committee - has oversight responsibility to review and approve the Company’s risk management policy including risk appetite and risk strategy, retention levels, classes of insurance, reinsurance and other risk mitigation mechanisms. The Committee also has the responsibility for reviewing the adequacy and effectiveness of risk management and controls; and oversees management’s process for the identification of significant risks across the Company and the adequacy of prevention, detection and reporting mechanisms amongst others.

Finance & General Purpose Committee - has oversight responsibility to consider and advise the Board of Directors on all aspects of the Company’s finances. This includes, among others, annual estimates of income and expenditure and the financial forecasts for the Company; reviewing the periodic management accounts of the Company as well as advising the Board of Directors on the year-end accounts; periodically review and advising the Board on the solvency of Company and the safeguarding of its assets; advising the Board on relevant taxation issues, general borrowings.

Investment Committee - has oversight for the Company’s investment. It presents the Investment Policies and Investment Plans to the Board annually for approval and ensures that investments are made in accordance with the policy. The Committee reviews and approves as appropriate any strategic investment.

Establishment, Governance, and Remuneration Committee - has oversight responsibility to review and report to the Board on matters of corporate governance, Board composition and remuneration; to provide oversight in respect of the company's internal systems for achieving compliance with legal and regulatory requirements, particularly as it pertains to good corporate governance. It establishes the criteria for Board and Board Committee memberships, review candidates qualifications and any potential conflict of interest; assess the contribution of current Directors in connection with their re-nomination and make recommendations to the Board amongst others.

Audit Committee - Established in accordance with Section 359(3) and (4) of the Companies and Allied Matters Act, CAP C20 Laws of Nigeria 2004, and carries out the functions stipulated under Section 359(6) of the same law.

Strategy & Transformation Committee - has oversight responsibility to review the strategic planning, restructuring, reorganization and general re-engineering of the Company with a view to enhancing its efficiency, marketability and profitability.


2.2 COMPOSITION OF THE BOARD AND STANDING COMMITTEES

BOARD OF DIRECTORS

Princess Adenike Adeniran Chairman
Managing Director / Chief Executive
Seven (7) Non-Executive Directors(including one Independent Director)

AUDIT COMMITTEE

Mr. Tajudeed Adeshina (Shareholders’ Representative) - Chairman
Mr. Ibiyemi Kolawole (Shareholders’ Representative)
Mr. Waheed Adegbite (Shareholders’ Representative)
Mr. Folarin Familusi (Non-Executive Director)
Ms. Toyin Olusanya (Non-Executive Director)
Mr. Obinna Onunkwo (Non-Executive Director)

ENTERPRISE RISK MANAGEMENT COMMITTEE

Mr. Obinna Onunkwo (Non-Executive Director) (Chairman)
Ms. Toyin Olusanya (Non-Executive Director)
Mr. Folarin Familusi Non-Executive Director
Mr Jide Orimolade (Managing Director/CEO)

FINANCE & GENERAL PURPOSE COMMITTEE

Mr. Remi Babalola (Non-Executive Director) (Chairman)
Mr. Segun Faleye (Non-Executive Director)
Mr. Ajibola Olayinka (Non-Executive Director)
Mrs. Funmilayo Ekundayo (Independent Director)
Mr Jide Orimolade (Managing Director/CEO)

ESTABLISHMENT, GOVERNANCE AND REMUNERATION COMMITTEE

Ms.Toyin Olusanya (Non-Executive Director) (Chairman)
Mr. Segun Faleye (Non-Executive Director)
Mrs. Funmilayo Ekundayo (Independent Director)
Mr. Obinna Onunkwo (Non-Executive Director)

INVESTMENT COMMITTEE

Mr. Segun Faleye (Non-Executive Director) (Chairman)
Mr. Remi Babalola (Non-Executive Director)
Mr. Ajibola Olayinka (Non-Executive Director)
Mr Jide Orimolade (Managing Director/CEO)

STRATEGY & TRANSFORMATION COMMITTEE

Mr. Ajibola Olayinka (Non-Executive Director) (Chairman)
Mr. Remi Babalola (Non-Executive Director)
Mr Folarin Familusi (Non-Executive Director)
Mrs. Funmilayo Ekundayo (Independent Director)
Mr Jide Orimolade (Managing Director/CEO)

The Company's corporate governance policy and procedures are fashioned in line with best international practices taking into cognizance the provisions of the Companies and Allied Matters Act 1990 and Codes of Corporate Governance as provided by the Securities and Exchange Commission as well as the National Insurance Commission.