Northern Nigeria Flour Mills : N NIG. FLOUR MILLS PLC.-NIGERIAN CODE OF CORPORATE GOVERNANCE 2018 REPORT 2024

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 creating 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:

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.
3. An explanation on how you are applying the principle, or otherwise should be included as part of your response.
4. 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	Northern Nigeria Flour Mills Plc
ii.	Date of Incorporation	29-October-1971
iii.	RC Number	9409
iv.	License Number	9409
v.	Company Physical Address	No. 15, Maimalari Road, Bompai Industrial
		Estate, Kano
vi.	Company Website Address	www.fmnplc.com
vii.	Financial Year End	March 31st
viii.	Is the Company a part of a Group/Holding Company?	Yes, Flour Mills Of Nigeria Plc
	Yes/No
	If yes, please state the name of the Group/Holding
	Company
ix.	Name and Address of Company Secretary	Ogwuche Theophilus, Plot 596, Ahmadu
		Bello Way, Garki 2, Abuja
x.	Name and Address of External Auditor(s)	KPMG Professional & Ahmed Zakari & Co
xi.	Name and Address of Registrar(s)	Atlas Registrars Limited, (BAGCO Building),
		34 Eric Moore Road, Iganmu, Lagos State.
xii.	Investor Relations Contact Person	Mrs Oluwaseyi M Olulana
	(E-mail and Phone No.)	[e-mail];09087120273,
	08035656352
xiii.	Name of the Governance Evaluation Consultant	Internal
xiv.	Name of the Board Evaluation Consultant	Institute of Chartered Secretaries &
		Administrators of Nigeria

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,		Appointed/ Elected
		INED, NED, ED)
1	Alhaji Rabi'u M. Gwarzo OON	Chairman	Male (M)	17-July-1990	Satisfactory
2	Mr. John Coumantaros	Vice-Chairman	Male (M)	5-Feb-1991	Satisfactory
3	Alhaji Sadiq Usman	NED	Male (M)	3-May-2016	Satisfactory
4	Mallam Abdulganiyu Sani	NED	Male (M)	28-July-2020	Satisfactory
5	Alhaji Auwalu Muktari	NED	Male (M)	8-Sept-2023	Satisfactory
6	Alhaji Sani Umar	NED	Male (M)	11-Sept-2012	Satisfactory
7	Mr Paul Miyonide Gbededo	NED	Male (M)	10-Sep-2013	Satisfactory
8	Alhaji Yunus Olalekan Saliu	NED	Male (M)	5-Sept-2002	Satisfactory
9	Mr. Adrian Naidoo	MD	Male (M)	10-Dec-2020	Satisfactory
10	Mr. Omoboyede Olusanya	NED	Male (M)	09-Sept-2021	Satisfactory

2. Attendance at Board and Committee Meetings:

2

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

S/No.	Names of Board Members	No. of Board	No. of	Membership	Designation	Number of Committee	Number of
		Meetings	Board	of Board	(Member or	Meetings Held in the	Committee
		Held in the	Meetings	Committees	Chairman)	Reporting Year	Meetings
		Reporting	Attended			6	Attended in
		Year	in the			the
		4	Reporting				Reporting
		Year				Year
1	Alhaji Rabi'u Gwarzo OON	4	2	NA	Chairman		NA
2	Mr. John Coumantaros	4	4	NA	Vice-	NA	NA
					Chairman
3	Mallam Abdulganiyu Sani	4	4	1	Member	2	2
4	Alhaji Auwalu Muktari	4	4	2	Member	6	4
5	Mr. Paul Miyonide Gbededo	4	4	1	Chairman	2	2
6	Alhaji Sadiq Usman	4	4	2	Member	4	4
7	Alhaji Yunus Olalekan Saliu	4	4	1	Chairman	4	4
8	Alhaji Sani Umar	4	4	2	Member	4	4
9	Mr. Omoboyede Olusanya	4	4	Nil		Nil	Nil
10	Adrian Naidoo	4	4	Nil		Nil	Nil

Section D - Details of Senior Management of the Company
1.	Senior Management:
S/No.		Names	Position Held	Gender
1		Mr Adrian Naidoo	Managing Director	Male
2		Mr Fatai Sobande Owolabi	Production Manager	Male
3		Mr Emmanuel N Odigie	Head of Finance	Male
4		Mallam Isa Eletu	Technical Manager	Male
5		Musa Lawan	Chief Miller	Male
6		Mr John Peter Tari	Quality Control Manager	Male
7		Mr Abdulfatai N Issa	Area Sales Manager	Male
8		Mrs Ekanem Effiwatt	Human Resources Manager	Female
				3

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

9

Mrs Ramatu Manzo

Brand & innovation Manager

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, 2023

"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?

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

The Board is comprised of people with a diverse mix

and Composition

of the directors?

of skills, experience and expertise including

"The

effective

discharge

of

business, commercial and industry governing the

Company.

the

responsibilities

of

the

Board and its committees is

ii) Does the company have a Board-approved

Yes. The Board has practices in place to ensure

assured by an appropriate

diversity policy? Yes/No

diversity in employment and representation on the

balance of skills and diversity

If yes, to what extent have the diversity targets

board.

(including

experience

and

been achieved?

gender)

without

iii) Are there

directors

holding

concurrent

Yes, They are;

compromising

competence,

independence and integrity "

directorships? Yes/No

1.

Mr. Paul M Gbededo: Flour Mills of Nigeria

If yes, state names of

the directors and the

Plc

companies?

2.

Alhaji Yunus Olalekan Saliu: Flour Mills of

Nigeria Plc

3.

Alhaji Rabi'u M Gwarzo: Flour Mills of

Nigeria Plc

4.

Mr John G Coumantaros: Flour Mills of

Nigeria Plc

5.

Mr. Omoboyede Olusanya: FMN, Apapa

Yes an Executive Director, not a member of any

iv) Is the MD/CEO or an Executive Director a

Committee

chair of any Board Committee? Yes/No

If yes, provide the names of the

Committees.

Principle 3: Chairman

i) Is the Chairman a member or chair of any of

No

"The Chairman is responsible

the Board Committees? Yes/no

If yes, list them.

for

providing

overall

leadership of the Company

ii)

At which Committee meeting(s) was the

None

and the Board, and eliciting

Chairman in

attendance during the period

the constructive participation

under review ?

of all Directors to facilitate

effective

direction

of

the

iii) Is the Chairman an INED or a NED?

NED

Board"

iv) Is the Chairman a former MD/CEO or ED of

Former MD

the Company? Yes/No

5

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

		Principles					Reporting Questions	Explanation on application or deviation
								If yes, when did his/her tenure as MD end?
							v) When was he/she appointed as Chairman?	28 July, 2020
							vi) Are the	roles	and responsibilities of the	Yes, in the board charter
								Chairman clearly defined? Yes/No
								If yes, specify which document
Principle	4:		Managing	i)	Does the MD/CEO have a contract of	Yes.
Director/	Chief	Executive		employment which sets out his authority
Officer							and relationship with the Board? Yes/No
"The			Managing		If no, in which documents is it specified?
Director/Chief		Executive	ii)	Does the MD/CEO declare any conflict of	No
Officer is the head of		interest	on	appointment, annually,
management delegated by		thereafter and as they occur? Yes/No
the Board to run the affairs of
iii)	Which of the Board Committee meetings	All the Board Committee meetings
the Company to achieve its
	did the MD/CEO attend during the period
strategic	objectives	for
	under review?
sustainable		corporate
performance"
				iv)	Is the MD/CEO serving as NED in any other	NO
								company? Yes/no.
								If yes, please state the company(ies)?
											NA
							v) Is the membership of the MD/CEO in these
								companies in line with the Board-approved
								policies? Yes/No
Principle	5:	Executive	i)	Do the EDs have contracts of employment?	Yes
Directors							Yes/no
Executive	Directors	support
ii)	If yes, do the contracts of employment set	Yes
the Managing Director/Chief		out the roles and responsibilities of the EDs?
Executive	Officer	in	the		Yes/No
	If no, in which document are the roles and
operations and management
	responsibilities specified?
of the Company
							iii)	Do the EDs declare any conflict of interest	No
								on appointment, annually, thereafter and
								as they occur? Yes/No
							iv)	Are there EDs serving as NEDs in any other	No
								company? Yes/No
								If yes, please list
							v)	Are their memberships in these companies	NA
								in line with Board-approved policy? Yes/No
Principle	6:	Non-Executive	i)	Are the roles and responsibilities of the NEDs	Yes
Directors							clearly defined and documented? Yes/No	The roles and responsibilities of the NED's are clearly
								If yes, where are these documented?
Non-Executive Directors bring		defined in the Board Charter
to	bear	their	knowledge,
ii)	Do the NEDs have letters of appointment	Yes
expertise	and	independent
	specifying their duties, liabilities and terms of
judgment on issues of strategy
	engagement? Yes/No
and	performance	on	the
Board
					iii)	Do the NEDs declare any conflict of interest	Yes
								on appointment, annually, thereafter and
								as they occur? Yes/No
							iv)	Are NEDs provided with information relating	Yes, The information is provide at all Board Meetings
								to the management of the company and	that holds every quarter.
								on all Board matters? Yes/No
								If yes, when is the information provided to
								the NEDs
							v)	What is the process of ensuring	The Company Secretary gets inputs from all
								completeness and adequacy of the	business units after duly verified by the Managing
								information provided?	Director and CFO

6

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Principles

Reporting Questions

Explanation on application or deviation

vi)

Do NEDs have unfettered access to the EDs,

Yes

Company Secretary and the Internal

Auditor? Yes/No

Principle 7: Independent Non-

i)

Do the INEDs meet the independence

None

Executive Directors

criteria prescribed under Section 7.2 of the

Independent

Non-Executive

Code? Yes/No

Directors bring a high degree

ii)

Are there any exceptions?

None

of objectivity to the Board for

sustaining

stakeholder

trust

iii)

What is the process of selecting INEDs?

A selection process is ongoing

and confidence"

iv)

Do the INEDs have letters of appointment

None

specifying their duties, liabilities and terms of

engagement? Yes/No

v)

Do the INEDs declare any conflict of interest

None

on appointment, annually, thereafter and

as they occur? Yes/No

vi)

Does the Board ascertain and confirm the

None

independence of the INEDs? Yes/No

If yes, how often?

What is the process?

vii)

Is the INED a Shareholder of the Company?

None

Yes/No

If yes, what is the percentage

shareholding?

viii)

Does

the INED have another relationship

None

with the Company apart from directorship

and/or shareholding? Yes/No

If yes, provide details.

ix)

What are the components of INEDs

None

remuneration?

Principle

8:

Company

i)

Is the Company Secretary in-house or

Outsourced

Secretary

outsourced?

"The Company Secretary

ii)

What is the qualification and experience of

Chartered Accountant, Chartered Secretary, with

support

the

effectiveness of

the Company Secretary?

over 15 years' experience

the Board

by assisting

the

iii) Where the Company Secretary is an

None

Board and management to

employee of the Company, is the person a

develop

good

corporate

member of senior management?

governance

practices

and

culture within the Company"

iv) Who does the Company Secretary report to?

The Managing Director/CEO

v)

What

is the

appointment and

removal

As stipulated in CAMA, 2020 as Amended

process of the Company Secretary?

vi) Who

undertakes

and

approves

the

Director Legal/Company Secretary of FMN, Lagos

performance appraisal of the Company

Secretary?

Principle 9: Access to

i)

Does the company have a Board-approved

Yes, Not documented

Independent Advice

policy that allows directors access to

"Directors

are

sometimes

independent

professional

advice

in

the

discharge of their duties? Yes/No

required to make decisions of

If yes, where is it documented?

a technical

and

complex

nature

that

may require

ii) Who bears

the cost

for the independent

The Company

independent

external

professional advice?

expertise"

iii) During

the

period under

review,

did

the

Yes,

Directors

obtain

any

independent

From the Institute Of Chartered Secretaries and

professional advice? Yes/No

Administrators of Nigeria (ICSAN)

If yes, provide details.

7

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

	Principles					Reporting Questions		Explanation on application or deviation
Principle 10: Meetings of the	i)	What is the process for reviewing and	Minutes are circulated to board members prior to
Board							approving minutes of Board meetings?		the next board meeting. It is read at the board
"Meetings are the principal						meeting and approved subject to amendments.
vehicle	for	conducting	the	ii) What are the timelines for sending the minutes	Two weeks after the board meeting is held
business	of	the	Board	and		to Directors?
successfully	fulfilling	the
iii) What are the implications for Directors who	None
strategic	objectives	of	the
	do not meet the Company policy on meeting
Company"
					attendance?
Principle		11:	Board	i)	Do the Board Committees have Board-	Yes
Committees					approved Charters which set out their
"To ensure	efficiency and		responsibilities and	terms of reference?
	Yes/No
effectiveness,	the	Board
delegates	some	of	its	ii) What	is the process for reviewing and	Minutes of board committees are circulated to
functions,	duties		and		approving minutes of Board Committee	members prior to the next meeting, read at the next
responsibilities	to		well-		meetings?			Committee meeting, corrected and approved. The
structured		committees,						Committee Chairman present reports to the board.
without		abdicating	its
	iii) What are the timelines for sending the minutes	Draft Committee Minutes are send along board
responsibilities"
				to the directors?			papers to members
						iv) Who acts as Secretary to board committees?	The Secretary to the Board
						v) What Board Committees are responsible for	a) Remuneration and Corporate Governance
							the following matters?			Committee is responsible for a and b.
							a)	Nomination and Governance		b) Risk Committee is responsible for d.
							b)	Remuneration			c) Board Audit Committee is responsible for c.
							c)	Audit
							d)	Risk Management
						vi) What is the process of appointing the chair of	The Chairman recommends to the Board for
							each committee?			approval
								Committee responsible for	Nomination and Governance
						vii) What is the proportion of INEDs to NEDs on the	None
							Committee responsible for Nomination and
							Governance?
						viii) Is the chairman of the Committee a NED or	NED
							INED ?
						ix)	Does the Company have a succession plan	Yes. The succession plan policy is usually reviewed
							policy? Yes/No			every two (2) years.
						If yes, how often is it reviewed?
						x)	How often are Board and Committee	Every two (2) years
							charters as well as other governance policies
							reviewed?
						xi)	How does the committee report on its	The committee reports its activities to the Board
							activities to the Board?		meeting occurring immediately after its meeting
									Committee responsible for Remuneration
						xii) What is the proportion of INEDs to NEDs on	None
							the	Committee	responsible	for
							Remuneration?
						xiii) Is the chairman of the Committee a NED or	NED
							INED ?
									Committee	responsible for Audit

1. Does the Company have a Board Audit Yes Committee separate from the Statutory Audit Committee? Yes/No

8

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Principles

Reporting Questions

Explanation on application or deviation

xv)

Are members of the Committee responsible

Yes

for Audit financially literate? Yes/No

xvi)

What are their qualifications and

experience?

xvii) Name

the

financial

expert(s)

on

the

Alhaji Bello Umar Gwangwazo, FCNA,

Committee responsible for Audit

Alhaji Auwalu Muktari, FCA

xviii) How often does the Committee responsible

Quarterly

for Audit review the internal auditor's

reports?

xix)

Does the Company have a Board

Yes

approved internal control framework in

place? Yes/No

xx)

How does the Board monitor compliance

The Board monitors compliance with the internal

with the internal control framework?

control framework through quarterly reviews of

Internal Control Reports

xxi)

Does the Committee responsible for Audit

Yes. At each of their quarterly meetings a

review the External Auditors management

representative of the Internal Audit division attends

letter, Key Audit Matters and management

and gives progress report on the implementation of

response to issues raised? Yes/No

the Management letter, Key Audit Matters and

Please explain.

Management's response.

xxii) Is

there

a

Board-approved policy that

Yes

clearly specifies the non-audit services that

the external auditor shall not provide?

Yes/No

xxiii) How many times did the Audit Committee

Four times.

hold discussions with the head of internal

audit function and external auditors without

the management during the period under

review?

Committee responsible for Risk Management

xxiv)Is the Chairman of the Risk Committee a

NED

NED or an INED?

xxv) Is

there

a Board

approved

Risk

Yes. September 2017

Management framework? Yes/No?

If yes, when was it approved?

xxvi)How often does the Committee review the

Annually. September 2023

adequacy and effectiveness of the Risk

Management Controls in place?

Date of last review

xxvii)

Does

the

Company

have

a Board-

Yes. Every 2 years

approved

IT

Data

Governance

Framework? Yes/No

If yes, how often is it reviewed?

xxviii) How often does the Committee receive

Annually.

and review compliance report on the IT

Data Governance Framework?

xxix) Is the Chief Risk Officer (CRO) a member of

Yes

Senior Management and does he have

relevant experience for this role? Yes/No

xxx) How many meetings of the Committee did

All the meetings

the CRO attend during the period under

review?

Principle 12: Appointment to

i) Is there a Board-approved policy for the

Yes

the Board

appointment of Directors? Yes/No

"A written, clearly defined,

ii) What criteria

are

considered

for

their

Integrity, reputation and commitment. Familiarity

rigorous,

formal

and

appointment?

with the commercial and economic environment.

9

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Principles

Reporting Questions

Explanation on application or deviation

transparent procedure serves

as a guide for the selection of

Directors

to

ensure

the

iii) What is

the

Board process

for

ascertaining

Detailed review of profiles of prospective

appointment of

high-quality

that prospective directors are fit and proper

candidates by the Remuneration and Governance

individuals to the Board"

persons?

committee in line with the criteria above.

iv) Is there a defined tenure for the following:

No.

a)

The Chairman

b)

The MD/CEO

c)

INED

d)

NED

e)

EDs

v) Please state the tenure

None

vi) Does the Board have a process to ensure that

Yes

it is refreshed periodically? Yes/No?

Principle

13: Induction

and

i)

Does the Board have a formal induction

Yes

Continuing Education

programme for new directors? Yes/No

"A

formal

induction

ii) During the period under review, were new

Yes. 8 September, 2023

programme

on

joining

the

Directors appointed? Yes/No

Board as well as regular

If yes, provide date of induction.

training

assists

Directors

to

iii) Are Directors provided relevant training to

Yes

effectively

discharge their

duties to the Company"

enable

them

effectively

discharge

their

duties? Yes/No

If yes, provide training details.

iv) How do you assess the training needs of

Directors?

v) Is there a Board-approved training plan?

Yes/No

vi) Has it been budgeted for? Yes/No

Principle 14: Board Evaluation

i)

Is there a Board-approved policy for

"Annual

Board

evaluation

evaluating Board performance? Yes/No

assesses how each Director,

the committees of the Board

ii) For the period under review, was there any

and the Board are committed

Board

Evaluation exercise

conducted?

to their roles, work together

Yes/No

and

continue to

contribute

effectively

to

the

iii) If yes, indicate whether internal or external.

achievement

of

the

Provide date of last evaluation.

Company's objectives"

iv) Has

the Board Evaluation report been

presented to the full Board? Yes/No

If yes, indicate date of presentation.

v) Did the Chairman discuss the evaluation

report with the individual directors? Yes/No

vi) Is the result of the evaluation for each Director

considered in the re-election process?

Yes/No

Principle

15:

Corporate

i)

For the period under review, has the

Governance Evaluation

Company

conducted

a

corporate

"Institutionalizing a system for

governance evaluation? Yes/No

If yes, provide date of the evaluation.

evaluating

the

Company's

corporate

governance

ii) Is the result of the Corporate Governance

No

practices

ensures

that

its

Evaluation presented and considered by the

governance

standards,

Board? Yes/No

practices and processes are

iii) If yes,

please

indicate the date of

last

None

adequate and effective"

presentation.

10

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018