TRANS NATIONWIDE EXPRESS : NCCG 2018 REPORTING TEMPLATE FOR DEC 2022

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.
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.

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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	TRANS-NATIONWIDE EXPRESS PLC
ii.	Date of Incorporation	28TH MARCH, 1984
iii.	RC Number	61750
iv.	License Number
v.	Company Physical Address	PLOT 28, OSHODI/APAPA EXPRESSWAY,
		OSHODI, LAGOS.
vi.	Company Website Address	www.tranex-ng.com
vii.	Financial Year End	31ST DECEMBER
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	CAUTIOUS SERVICES LTD
		HOUSE 4, G CLOSE, 23 ROAD,
		FESTAC TOWN, LAGOS.
x.	Name and Address of External Auditor(s)	MESSRS. BAKERTILLY (CHARTERED
		ACCOUNTANTS),
		376 IKORODU ROAD, MARYLAND, LAGOS.
xi.	Name and Address of Registrar(s)	CARDINALSTONE (REGISTRARS) LTD,
		335/337, HERBERT MACAULAY WAY,
		YABA, LAGOS
xii.	Investor Relations Contact Person	[e-mail]
	(E-mail and Phone No.)	08023695690
xiii.	Name of the Governance Evaluation Consultant	NONE
xiv.	Name of the Board Evaluation Consultant	NONE

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 Appointed/	Remark
		(Chairman, MD, INED, NED,		Elected
		ED)
1.	MR. SULAIMAN A.	CHAIRMAN	MALE	APPOINTED AS	NO
	ADEDOKUN			DIRECTOR ON 11TH	CHANGE
				JULY, 2018.
				APPOINTED AS
				CHAIRMAN W.E.F FROM
				17TH JULY, 2020.
2.	MR. ERIC CHIDI EMECHETA	MANAGING DIRECTOR/CEO	MALE		APPOINTED
APPOINTED ON 2ND	W.E.F. 2ND
				MAY, 2022	MAY, 2022
3.	MR. KAYODE O. AJAKAIYE	NON-EXECUTIVE DIRECTOR	MALE		NO
					CHANGE
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	REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

4.	MS. DANIELLA F. SULEMAN	NON-EXECUTIVE DIRECTOR	FEMALE	APPOINTED ON 11TH	NO
				JULY, 2018.	CHANGE
				APPOINTED ON 11TH	NO
				CHANGE
5.	MR. ADEBAYO A. ADELEKE	NON-EXECUTIVE DIRECTOR	MALE	JULY, 2018.
					NO
6.	MR. OLUWASEGUN ISAIAH	INDEPENDENT NON-EXECUTIVE		APPOINTED ON 27TH	CHANGE
	ADEOYE	DIRECTOR	MALE	JULY, 2021.
7.	MR. JOHNSON ADEGOKE	INDEPENDENT NON-EXECUTIVE		APPOINTED ON 27TH	NO
	OLASOKO	DIRECTOR	MALE	JULY, 2021.	CHANGE

2. Attendance at Board and Committee Meetings:

S/No.	Names of Board Members	No. of	No. of	Membership	Designation	Number of	Number of
		Board	Board	of Board	(Member or	Committee	Committee
		Meetings	Meetings	Committees	Chairman)	Meetings Held in	Meetings
		Held in the	Attended			the Reporting	Attended in
		Reporting	in the			Year	the Reporting
		Year	Reporting				Year
			Year
1.	MR. SULAIMAN A.	5	5	-	-	-	-
	ADEDOKUN
2.	MR. ERIC C. EMECHETA	5	3	-	He is not a	5	4
					member of any
					Board
					Committee,
					however, he is
					required to
					attend
					Committee
					meetings.
3.	MR. KAYODE O. AJAKAYE	5	5	2	Member-	5	5
					Business
					Development,
					Finance &
					General
					Purpose
					Committee
					Meeting
					Member-Risk	5	5
					Management
					& Corporate
					Governance
					Committee
					Meeting
4.	MS. DANIELLA F. SULEMAN	5	5	2	Member- BIZ
					Dev., Fin & Gen
					Purpose
					Committee
					Meeting
						5	5
					Chairman- Risk
					Management&
					Corporate
					Governance
					Committee
					Meeting	5	5

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

S/No.	Names of Board Members	No. of	No. of	Membership	Designation	Number of	Number of
		Board	Board	of Board	(Member or	Committee	Committee
		Meetings	Meetings	Committees	Chairman)	Meetings Held in	Meetings
		Held in the	Attended			the Reporting	Attended in
		Reporting	in the			Year	the Reporting
		Year	Reporting				Year
			Year
5.	MR. ADEBAYO A. ADELEKE	5	5	2	Chairman-	5	5
					Business
					Development,
					Finance &
					General
					Purpose
					Committee
					Meeting
					Member- Risk
					Management
					& Corporate
					Governance
					Committee
					Meeting	5	5
6.	MR. ISAIAH OLUWASEGUN	5	5	2
	ADEOYE				Member- Risk
					Management
					& Corporate
					Governance
					Committee
					Meeting	5	5
					Member-Audit
					Committee
					Meeting	5	5
7.	MR. JOHNSON ADEGOKE	5	5	2	Member-
	OLASOKO				Business
					Development,
					Finance &
					General
					Purpose
					Committee
					Meeting	5	5
					Member-Audit
					Committee
					Meeting	5	5

Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.	Names	Position Held	Gender
1.	Mr. Eric C. Emecheta	Managing Director (Appointed with	Male
		effect from 2nd May, 2022)
2.	Mrs. Oluwatosin Ogbemi	General Manager, Corporate Services	Female
3.	Mr. Vincent Ihemenwa	Ag. Head of Finance	Male
4.	Mr. Epelle Joshua	Head of Business Development	Male
5.	Ms. Cynthia Mbabie	Ag. Head, Internal Control & systems	Female

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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	i) Does the Board have an approved	Yes,
Board						Charter which	sets	out	its	It was last reviewed in July 2021.
						responsibilities	and	terms	of
"A			successful
		reference? Yes/No
Company	is	headed	If yes, when was it last reviewed?
by an effective 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	i) What are the qualifications	and	They include:
Structure				and	experiences of the directors?
Composition
"The			effective					Mr. Sulaiman A. Adedokun-
discharge	of	the
responsibilities	of	the
Board			and	its					i.	Qualification- CFA, Diploma in Financial Asset
committees is	assured						Management and Engineering, GMP (General
by an		appropriate						Management) from Harvard Business School;
balance	of skills	and					ii.	Experience- Several years‟ experience as an Asset
diversity		(including						Management Professional.
experience		and
gender)			without
compromising							Mr. Eric C. Emecheta -
competence,
independence		and
integrity "									i.	Qualification- MBA -Marketing (University of Lagos, Chief
											Executive Programme (CEP 21) - (Lagos Business School);
										ii.	Experience- about 18 years‟ cognate experience in
											Logistics and Marketing industries.
										Ms. Daniela Suleman-
										i.	Qualification- LLB-University of Buckingham ;
										ii.	Experience- 24 years‟ cognate experience in Corporate
											Legal Practice.
										Mr. Kayode Ajakaye-
										i.	Qualification- B.s.c.-Economics- University of Ibadan;
										ii.	Experience - Over 40 years‟ cognate experience as
											Director and Chairman of different companies in Nigeria.

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018