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 creates 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:
- 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.
Section B - General Information
S/No. | Items |
Details
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
i. | Company Name | MCNICHOLS CONSOLIDATED PLC | ||||||||
ii. | Date of Incorporation | 26TH APRIL 2004 | ||||||||
iii. | RC Number | 509201 | ||||||||
iv. | License Number | |||||||||
v. | Company Physical Address | 7, JEMINAT LAALU STREET, AREPO, OGUN | ||||||||
STATE | ||||||||||
vi. | Company Website Address | www.mcnicholsplc.com | ||||||||
vii. | Financial Year End | 31ST DECEMBER, 2022 | ||||||||
viii. | Is the Company a part of a Group/Holding Company? | |||||||||
Yes/No | NO | |||||||||
If yes, please state the name of the Group/Holding | ||||||||||
Company | ||||||||||
ix. | Name and Address of Company Secretary | S.E NOMUOJA & CO. 12B, FAGBA | ||||||||
CRESCENT, AGIDINGBI, IKEJA, LAGOS | ||||||||||
x. | Name and Address of External Auditor(s) | Gbenga Badejo & Co, Plot 8A, Ajumobi | ||||||||
Olorunoje Street, Off Acme Road, Ikeja, | ||||||||||
Lagos. | ||||||||||
xi. | Name and Address of Registrar(s) | CORONATION REGISTRARS LIMITED, 10 | ||||||||
AMODU OJIKUTU STREET, VICTORIA ISLAND, | ||||||||||
LAGOS | ||||||||||
xii. | Investor Relations Contact Person | EPHRAIM NWAIMO | ||||||||
(E-mail and Phone No.) | 08150475075 | |||||||||
mcnicholsinvestors@yahoo.com | ||||||||||
xiii. | Name of the Governance Evaluation Consultant | |||||||||
xiv. | Name of the Board Evaluation Consultant | |||||||||
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 | OLUSEGUN LAYODE | CHAIRMAN/NED | MALE | 16TH APRIL 2019 | ||||||
2 | CHIMARAOKE EKPE | MANAGING DIRECTOR/ED | MALE | 26TH APRIL 2004 | ||||||
3 | ONYEBUCHI AGUBESI | NED | MALE | 24TH AUGUST 2007 | ||||||
4 | NNEKA BRIGGS | NED | FEMALE | 24TH AUGUST 2007 | ||||||
5 | OZURUMBA AFIGBO | INED | MALE | 17TH AUGUST 2015 | ||||||
6 | HILDA NKOR | INED | FEMALE | 29TH JULY 2021 | ||||||
7 | NZEAKOR ATULOMAH | INED | MALE | 29TH JULY 2021 | ||||||
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
2. Attendance at Board and Committee Meetings:
S/No. | Names of Board Members | No. of | No. of | Membership of | Designation | Number of Committee | Number of |
Board | Board | Board | (Member or | Meetings Held in the | Committee | ||
Meetings | Meetings | Committees | Chairman) | Reporting Year | Meetings | ||
Held in the | Attended | Attended in | |||||
Reporting | in the | the | |||||
Year | Reporting | Reporting | |||||
Year | Year | ||||||
1 | OLUSEGUN LAYODE | 5 | 5 | - | - | - | - |
2 | CHIMARAOKE EKPE | 5 | 5 | - | - | - | - |
3 | ONYEBUCHI AGUBESI | 5 | 4 | AUDIT | MEMBER | 4 | 3 |
GOVERNANCE | CHAIRMAN | 1 | 1 | ||||
& | |||||||
REMUNERATION | |||||||
4 | NNEKA BRIGGS | 5 | 4 | GOVERNANCE | MEMBER | 1 | 1 |
& | MEMBER | ||||||
REMUNERATION | |||||||
5 | OZURUMBA AFIGBO | 5 | 4 | AUDIT | MEMBER | 4 | 3 |
FINANCE & | CHAIRMAN | 2 | 2 | ||||
RISK | |||||||
MANAGEMENT | |||||||
6 | HILDA NKOR | 5 | 5 | GOVERNANCE | MEMBER | 1 | 1 |
& | |||||||
REMUNERATION | |||||||
7 | NZEAKOR ATULOMAH | 5 | 4 | FINANCE & | MEMBER | 1 | 1 |
RISK | |||||||
MANAGEMENT | |||||||
Section D - Details of Senior Management of the Company | |||||
1. | Senior Management: | ||||
S/No. | Names | Position Held | Gender | ||
1 | CHIMARAOKE EKPE | MANAGING DIRECTOR | MALE | ||
2 | EPHRAIM NWAIMO | HUMAN RESOURCES MANAGER | MALE | ||
3 | BOLAJI ABBAS | CHIEF ACCOUNTANT | MALE | ||
4 | TEMITOPE ADEBAYO | FINANCE MANAGER | MALE | ||
3 |
REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
5
6
MICHAEL ATOYEBI | PRODUCTION MANAGER | MALE |
SEGUN OLATUNDUN | MARKETING MANAGER | MALE |
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
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 | ||||||||
"A | successful Company is | which sets out its responsibilities and terms of | YES. It was reviewed last in 2022 | ||||||
reference? Yes/No | YES | ||||||||
headed | by | an | effective | ||||||
If yes, when was it last reviewed? | |||||||||
Board which is responsible for | |||||||||
providing | entrepreneurial | ||||||||
and | strategic | leadership as | |||||||
well | as | promoting | 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 | Mr. Olusegun Layode has BSc, MBA, FCA. He is | |||||
and Composition | of the directors? | experienced in finance and business process | |||||||
"The | effective | discharge of | reengineering, change management and | ||||||
corporate strategies. | |||||||||
the | responsibilities | of | the | ||||||
Board and its committees is | Mr. Chimaraoke Ekpe has BSc, MBA. He has | ||||||||
assured by an appropriate | extensive experience in business consulting & | ||||||||
balance of skills and diversity | operations management. He has facilitated several | ||||||||
(including | experience | and | courses locally and internationally in business | ||||||
gender) | without | management and entrepreneurship. | |||||||
compromising | competence, | Ven. Onyebuchi Agubesi has BSc, BA. He has | |||||||
independence | and integrity | ||||||||
extensive experience in international procurement, | |||||||||
" | |||||||||
information technology and data analysis. | |||||||||
Mrs. Nneka Briggs has BA. She has extensive | |||||||||
experience in customer relationship management in | |||||||||
the Airline industry. | |||||||||
Mr. Ozurumba Afigbo has B.Eng, ACA. He has | |||||||||
extensive experience in banking, management | |||||||||
consulting & financial advisory. | |||||||||
Mrs. Hilda Nkor has a BSc degree with vast | |||||||||
experience in banking, health and in corporate | |||||||||
sectors. As a consultant, she has conducted board | |||||||||
assessment and evaluation for over 35 corporate | |||||||||
organisations. | |||||||||
Mr. Nzeakor Atulomah has LLB, BL, MBA. He has vast | |||||||||
experience in business and commercial law, | |||||||||
corporate governance and enterprises | |||||||||
management. | |||||||||
ii) Does the company have a Board-approved | YES | ||||||||
diversity policy? Yes/No YES | Board diversity has been achieved both in gender | ||||||||
If yes, to what extent have the diversity | |||||||||
and in corporate business experiences shown in the | |||||||||
targets been achieved? | |||||||||
directors‟ qualifications above. |
- Are there directors holding concurrent NO directorships? Yes/No
If yes, state names of the directors and the companies?
5
REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
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McNichols Consolidated plc published this content on 31 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 January 2023 12:07:05 UTC.