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 ten (10) members, eight (8) of whom acts in Non-Executive capacity. One of the Non-Executive Director chairs the Board while another is an independent member of the Board. 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 five (5) standing committees.

a. Enterprise Risk Management & Governance Committee-The 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 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.

Part of the Committee’s oversight responsibility includes reviewing and reporting to the Board on matters of corporate governance, Board composition and remuneration; providing 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; candidates’ qualifications and potential conflict of interest; and assesses the contribution of current Directors in connection with their re-nomination and makes recommendations to the Board amongst others.

b. Finance, Investment & General Purpose Committee –The 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. The Committee also has an 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.

c. Statutory 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.

d. Board Audit & Compliance Committee – The Board Audit & Compliance Committee was constituted also in compliance with NAICOM’ s Code of Corporate Governance as contained in the circular dated 25th August 2016. The Committee comprises of mainly Board members and is responsible for reviewing of quarterly Internal Audit reports as well as the Company’s Compliance Report. It monitors the effectiveness of the internal audit and compliance departments respectively.

e. 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

LIST OF DIRECTORS

S/N List of Directors Status
1 Mr Remi Babalola Chairman
2 Mr Akinjide Orimolade Managing Director/CEO
3 Mr Olasupo Sogelola Exective Director (Technical/Operations)
4 Ms Toyin Olusanya Non-Executive Director
5 Mrs Funmi Ekundayo Independent Director
6 Mr Obinna Onunkwo Non-Executive Director
7 Mr Ajibola Olayinka Non-Executive Director
8 Mr Folarin Familusi Non-Executive Director
9 Mrs Onome Adewuyi Non-Executive Director
10 Mr Kunle Aluko Non-Executive Director

BOARD COMMITTEES & MEMBERS

S/No Committee Members
Statutory Audit Committee
1   Mr Waheed Adegbite,
Mr Tajudeen Adeshina,
Mr Ibiyemi Kolawole,
Ms Toyin Olusanya,
Mr Obinna Onunkwo,
Mr Folarin Familusi
Enterprise Risk Management & Governance Committee
2   Mrs Onome Adewuyi,
Mr Obinna Onunkwo,
Mrs Funmi Ekundayo,
Mr Kunle Aluko
Finance, Investment & General Purpose Committee
3   Mr Ajibola Olayinka,
Mr Akinjide Orimolade,
Ms Toyin Olusanya,
Mrs Onome Adewuyi
Strategy & Transformation Committee
4 Board Audit &
Compliance Committee
Ms Toyin Olusanya,
Mr Folarin Familusi,
Mr Ajibola Olayinka,
Mr Akinjide Orimolade,
Mr Olasupo Sogelola
Board Audit & Compliance Committee
5 Board Audit &Compliance Committee Mrs Funmi Ekundayo,
Mr Obinna Onunkwo,
Mr Folarin,Familusi,
Mr Kunle Aluko