CAP : CHEMICAL AND ALLIED PRODUCTS PLC-CORPORATE GOVERNANCE REPORT FOR THE QUARTER 4ED DECEMBER 31, 2021

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:

1. Every line item and indicator must be completed.
2. Respond to each question with "Yes" where you have applied the principle, and "No"

where you are yet to apply the principle.

1. An explanation on how you are applying the principle, or otherwise should be included as part of your response.
2. 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	Chemical and Allied Products Plc
ii.	Date of Incorporation	September, 21 1965
iii.	RC Number	4551
iv.	License Number	It is not a requirement for the
		Company
v.	Company Physical Address	2, Adeniyi Jones Avenue, Ikeja, Lagos
vi.	Company Website Address	www.capplc.com
vii.	Financial Year End	31st December
viii.	Is the Company a part of a Group/Holding Company?	Yes.
	Yes/No
	If yes, please state the name of the Group/Holding	UAC of Nigeria Plc
	Company
ix.	Name and Address of Company Secretary	Ms. Ayomipo Wey
		2, Adeniyi Jones Avenue, Ikeja, Lagos
x.	Name and Address of External Auditor(s)	KPMG Professional Services
		KPMG Tower, Bishop Aboyade Cole,
		Victoria Island, Lagos
xi.	Name and Address of Registrar(s)	Africa Prudential Plc
		220b, Ikorodu Road, Palmgrove,
		Lagos
xii.	Investor Relations Contact Person	Mrs. Lolade Bashiru
	(E-mail and Phone No.)	Head, Strategy & Transformation
		[e-mail]
		[phone]
xiii.	Name of the Governance Evaluation Consultant	Ms. Ayomipo Wey
		Company Secretary
		Chemical and Allied Products Plc
xiv.	Name of the Board Evaluation Consultant	Ms. Ayomipo Wey
		Company Secretary
		Chemical and Allied Products Plc

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Section C - Details of Board of the Company and Attendance at Meetings
1.	Board Details:
	S/No.	Names of Board Members	Designation	Gender	Date First	Remark
			(Chairman, MD, INED, NED,		Appointed/ Elected
			ED)
1		Mrs. Awuneba	Chairperson/INED	Female	August 1, 2019	Board
		Ajumogobia				Chair
2		Mrs. Bolarin Okunowo	Managing Director	Female	December 1, 2021	Managing
						Director
3		Ambassador Kayode	INED	Male	March 21, 2013	INED
		Garrick
4		Mrs. Muhibat Abbas	NED	Female	May 31, 2019	NED
5		Mrs. Udo Okonjo	INED	Female	August 1, 2019	INED
6		Dr. Vitus Ezinwa	NED	Male	June 17, 2021	NED
7		Mr. Folasope Aiyesimoju	NED	Male	October 5, 2021	NED

2. Attendance at Board and Committee Meetings:

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

S/No.	Names of Board Members	No. of Board	No. of Board	Membership		Designation	Number		Number of
		Meetings	Meetings	of Board		(Member or	of		Committee
		Held in the	Attended in	Committees		Chairman)	Committe		Meetings
		Reporting	the Reporting				e		Attended in
		Year	Year				Meetings		the Reporting
							Held in		Year
							the
							Reporting
							Year
1	Awuneba Ajumogobia	6	6	Not a		Board Chairperson	Not a	Not a member
				member of			member	of any
				any			of any	Committee
				Committee			Committe
				as she is the			e as she
				Chairperson			is the
				of the Board			Chairpers
							on of the
							Board
2	Bolarin Okunowo	6	Not	1		Member of the Risk	4		Not
			Applicable.			Management			Applicable.
			Appointed on			Committee			Appointed on
			December 1,						December 1,
			2021after all						2021after all
			the 6 Board						the 4 Risk
			Meetings in						Management
			2021 had						Committees
			been held						for 2021 had
									been held
3	Ambassador Kayode Garrick	6	6	3		Risk Management	4		4
						Committee
						(Member)
						Board Audit	4		4
						Committee
						(Member)
						Remuneration and	4		4
						Governance
						Committee
						(Member)
4	Muhibat Abbas	6	6	3		Risk Management	4		4
						Committee (Chair)
						Board Audit	4		4
						Committee (Chair)
						Remuneration and
						Governance	4		4
						Committee
						(Member)

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

5	Udo Okonjo	6	6	2	Board Audit	4	4
					Committee
					(Member)
					Remuneration and	4	4
					Governance
					Committee (Chair)
6	Dr. Vitus Ezinwa	6	4	2	Risk Management	4	2
			(representing		Committee		(representing
			100%		(Member)		100%
			attendance				attendance
			from the date				from the date
			of becoming				of becoming a
			a director)				member)
					Remuneration and	4	2
					(representing
					Governance		100%
					Committee		attendance
					(Member)		from the date
							of becoming a
							member)
7	Folasope Aiyesimoju	6	2	1	Risk Management	4	Not
			(representing		Committee		Applicable.
			100%		(Member)		Appointed as
			attendance				a Committee
			from the date				Member on
			of becoming				November 11,
			a director)				2021after all
							the 4 Risk
							Management
							Committees
							Meetings in
							2021 had
							been held

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018