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 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:
- 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.
1
REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Section B - General Information
S/No. | Items | Details | |||||||
i. | Company Name | Berger Paints Nigeria Plc | |||||||
ii. | Date of Incorporation | January 9, 1959 | |||||||
iii. | RC Number | 1837 | |||||||
iv. | License Number | L.0153 | |||||||
v. | Company Physical Address | 102 Oba Akran Avenue, Ikeja | |||||||
Industrial Estate, Lagos | |||||||||
vi. | Company Website Address | www.bergerpaintsnig.com | |||||||
vii. | Financial Year End | December 31, 2021 | |||||||
viii. | Is the Company a part of a Group/Holding Company? | No. | |||||||
Yes/No | |||||||||
If yes, please state the name of the Group/Holding | |||||||||
Company | |||||||||
ix. | Name and Address of Company Secretary | Ayokunle Ayoko, 102, Oba Akran | |||||||
Avenue, Ikeja Lagos | |||||||||
x. | Name and Address of External Auditor(s) | KPMG Professional Services. KPMG | |||||||
Tower, Bishop Aboyade Cole Street, | |||||||||
Victoria Island, Lagos. | |||||||||
xi. | Name and Address of Registrar(s) | Meristem Registrars and Probate | |||||||
Services Limited. 213, Herbert | |||||||||
Macaulay Way, Adekunle, Yaba, | |||||||||
Lagos State. | |||||||||
xii. | Investor Relations Contact Person | ayokunleayoko@bergerpaint.com | |||||||
(E-mail and Phone No.) | +2349037757191 | ||||||||
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 | |||||||||
1. Board Details: | |||||||||
S/No. | Names of Board | Designation | Gender | Date First Appointed/ | Remark | ||||
Members | (Chairman, MD, INED, NED, | Elected | |||||||
ED) | |||||||||
1 | Abi Ayida | Chairman | Male | December 14, 1999 | |||||
2 | Kunle Olowokande | Non-Executive Director | Male | July 17, 2014. | |||||
3 | Raj Mangtani | Non-Executive Director | Male | July 17, 2014. | |||||
4 | Ogechi Iheanacho | Non-Executive Director | Female | December 15, 2020 | |||||
5 | Erejuwa Gbadebo | Independent Non- | Female | January 28, 2021 | |||||
Executive Director | |||||||||
6 | Aisha Umar | Independent Non- | Female | January 28, 2021 | |||||
Executive Director | |||||||||
7 | Olusegun Adeniji | Independent Non- | Male | February 17, 2021 | |||||
Executive Director | |||||||||
2
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 | Members | Designation | Number of | Number of | |
Board | Board | Board | hip of | (Member or | Committee | Committee | ||
Members | Meetings | Meetings | Board | Chairman) | Meetings | Meetings | ||
Held in the | Attended in | Committe | Held in the | Attended in the | ||||
Reporting | the | es | Reporting | Reporting Year | ||||
Year | Reporting | Year | ||||||
Year | ||||||||
1. | Mr. Abi | 7 | 7 | - | Board Chairman | -- | - | |
Ayida | ||||||||
2. | Mr. Kunle | 7 | 7 | 3 | Finance and General | 4 | 4 | |
Olowokan | Purpose Committee | |||||||
de | (Chair) | |||||||
Establishment, | 5 | 3 (representing | ||||||
100% attendance | ||||||||
Remuneration and | ||||||||
as he was no | ||||||||
Governance | ||||||||
longer a member | ||||||||
Committee(Member) | ||||||||
of the committee | ||||||||
on the remaining | ||||||||
two occasions) | ||||||||
Audit, Strategy and | 5 | 5 | ||||||
Risk Management | ||||||||
Committee | ||||||||
(Member) | ||||||||
3. | Mr. Raj | 7 | 7 | 3 | Finance and General | 4 | 2 (representing | |
Mangtani | Purpose | 100% attendance | ||||||
Committee(Member) | as he was not yet | |||||||
appointed on | ||||||||
remaining two | ||||||||
occasions) | ||||||||
Establishment, | 5 | 5 | ||||||
Remuneration and | ||||||||
Governance | ||||||||
Committee | ||||||||
(Member) | ||||||||
Audit, Strategy and | 5 | 3 (representing | ||||||
Risk Management | 100% attendance | |||||||
Committee | as he was no | |||||||
(Member) | longer a member | |||||||
of the committee | ||||||||
on the remaining | ||||||||
two occasions) | ||||||||
4. | Mrs. | 7 | 7 | 3 | Finance and General | 4 | 2 (representing | |
Ogechi | Purpose Committee | 100% attendance | ||||||
Iheanacho | (Member) | as she was no | ||||||
longer member of | ||||||||
the committee on | ||||||||
remaining two | ||||||||
occasions) | ||||||||
Establishment, | 5 | 2 (representing | ||||||
100% attendance | ||||||||
Remuneration, and | ||||||||
as she was not | ||||||||
Governance | ||||||||
yet appointed on | ||||||||
(Member) | ||||||||
the remaining | ||||||||
three occasions) | ||||||||
Audit Strategy and | 5 | 5 | ||||||
Risk Management | ||||||||
(Chair) | ||||||||
5. | Mrs. | 7 | 6 | 2 | Establishment, | 5 | 2 (representing | |
Erejuwa | Remuneration and | 100% attendance | ||||||
Gbadebo | Governance | as she was not | ||||||
yet appointed on | ||||||||
3
REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
S/No. | Names of | No. of | No. of | Members | Designation | Number of | Number of | |
Board | Board | Board | hip of | (Member or | Committee | Committee | ||
Members | Meetings | Meetings | Board | Chairman) | Meetings | Meetings | ||
Held in the | Attended in | Committe | Held in the | Attended in the | ||||
Reporting | the | es | Reporting | Reporting Year | ||||
Year | Reporting | Year | ||||||
Year | ||||||||
Committee | the remaining | |||||||
(Chairperson) | 5 | three occasions) | ||||||
Audit, Strategy and | 4 (representing | |||||||
Risk Management | 100% attendance | |||||||
Committee(Member) | as she was not | |||||||
yet appointed on | ||||||||
the remaining | ||||||||
occasion) | ||||||||
6. | Mrs. Aisha | 7 | 5 | 2 | Establishment, | 5 | 3 (not yet | |
Umar | Remuneration and | appointed on one | ||||||
Governance | occasion) | |||||||
Committee | ||||||||
(Member) | ||||||||
Finance and General | 4 | 1 (not yet | ||||||
Purpose Committee | appointed on one | |||||||
(Member) | occasion) | |||||||
7. | Mr. | 7 | 6 | 1 | Audit, Strategy and | 5 | 4 (representing | |
Olusegun | Risk Management | 100% as he was | ||||||
Adeniji | Committee | not yet appointed | ||||||
(Member) | on the other | |||||||
occasion) | ||||||||
Section D - Details of Senior Management of the Company
1. Senior Management:
S/N | Names | Position Held | Gender |
1 | Mr. Adeyemi Adetomiwa | Ag. Managing Director | Male |
2 | Mrs Pheobe Onyinye Obi | Chief Financial Officer | Female |
3 | Mr. Dominic Oladeji | Head of Marketing and Strategy | Male |
4 | Mr. Aminu Sumaila | Head of Sales | Male |
5 | Mr. Ayokunle Ayoko | Company Secretary & Legal Adviser | Male |
6 | Mr. Henshaw Nwaorgu | Head of Manufacturing | Male |
7 | Mrs. Ronke Olajubu | Head of Technical | Female |
8 | Mrs Olayinka Osikomaiya | Head of Internal Control, Compliance and Risk Mgt. | Female |
9 | Mrs. Adedoyin Johnson | Finance Manager | Female |
10 | Mrs. Margaret Bassey | Head of Human Resources | Female |
11 | Yemi Daramola | Head, Internal Audit | Female |
4
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 | i) Does the Board have an approved Charter | Yes. | |||||
"A | successful | Company is | which sets out its responsibilities and terms of | ||||
reference? Yes/No | |||||||
headed | by | an | effective | ||||
If yes, when was it last reviewed? | 2020 | ||||||
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" | |||||||
Principle | 2: Board | Structure | i) What are the qualifications and experiences | 1.Mr. Abi Ayida - Bachelor's Degree in Economics | |||
and Composition | of the directors? | (University of Minnesota, USA) | |||||
"The effective discharge of | Masters' Degree in Economics (Pennsylvania State | ||||||
the | responsibilities | of | the | University, USA) | |||
Board and its committees is | 2. Mr. Raj Mangtani - Bachelor's degree in Commerce | ||||||
assured by an appropriate | |||||||
(University of Bombay). | |||||||
balance of skills and diversity | |||||||
(including | experience | and | 3. Mr. Kunle Olowokande - MA in International Finance. | ||||
gender) | without | Chartered Accountant. | |||||
compromising | competence, | 4. Mrs. Ogechi Iheanacho - LLB, 9LLM (Commercial | |||||
independence and integrity " | |||||||
and Corporate Law), ICSA UK. | |||||||
5. Mrs. Erejuwa Gbadebo - BSc, MSc Architecture, | |||||||
(University of Jos) | |||||||
6. Mrs. Aisha Umar- LLB, LLM | |||||||
7. Mr. Olusegun Adeniji - BA /MA in Economics- | |||||||
(Pembroke College, Cambridge University ) | |||||||
ii) Does the company have a Board-approved | Yes. | ||||||
diversity policy? Yes/No | |||||||
If yes, to what extent have the diversity targets | The Board has appointed 3 new Female Directors in | ||||||
been achieved? | |||||||
January 2021 - thus operating a 55-45% gender | |||||||
balance. |
- Are there directors holding concurrent Yes. directorships? Yes/No
If yes, state the names of the directors and the | HARMONY TRUST & INVESTMENT COMPANY LTD - | |
companies? | ||
Ogechi Iheanacho | ||
REGAL INVESTMENTS COMPANY LTD- Ogechi | ||
Iheanacho | ||
PROPOSE DESIGN AND IMPLEMENT (PDI)LTD- Erejuwa | ||
Gbadebo | ||
TECHNOFUTURE NIGERIA LTD- Olusegun Adeniji | ||
JUREWA INVESTMENTS LTD - | Abi Ayida | |
ALEMAJE AND COMPANY LIMITED - Abi Ayida | ||
RECLYCLAN HOLDINGS LIMITED - Abi Ayida |
5
REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Berger Paints Nigeria plc published this content on 31 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 January 2022 19:21:05 UTC.