CADBURY NIGERIA : COMPLIANCE WITH NCCG 2018

S/No.

Names of Board

Members

Designation (Chairman, MD, INED,

NED, ED)

Gender

Date First Appointed/

Elected

Remark

1.

Adedotun Sulaiman, MFR

Chairman (Current)

Male

5th August, 2009

Appointed as Chairman on 22nd July, 2020

2.

Ibukun Awosika

Non-Executive Director

Female

22nd October, 2009

3.

Sunil Parthasarathy

Non-Executive Director

Male

14th March, 2018

4.

Nadia Mohamed

Non-Executive Director

Female

1st January 2021

Resigned on 27th July 2022

S/No.

Names of Board Members

No. of Board Meetings Held in the Reporting Year

No. of Board Meetings Attended in the Reporting Year

Membership of Board Committees

Designation (Member or Chairman)

Number of Committee Meetings Held in the Reporting Year

Number of Committee Meetings Attended in the Reporting Year

1.

Adedotun Sulaiman, MFR

4

4

2.

Ibukun Awosika

4

4

Governance and Risk Management Committee

Member

0

0

Remuneration and Compensation Committee

Member

2

2

3.

Sunil Parthasarathy

4

4

Audit Committee

Member

4

3

4.

Oyeyimika Adeboye

4

4

Governance and Risk Committee

By Invitation

2

2

Remuneration and Compensation Committee

By Invitation

2

2

5.

Nadia Mohammed

4

2

Governance and Risk Committee

Member

0

0

6.

Kofoworola Akinkugbe

4

4

Audit Committee

Member

4

4

Remuneration and Compensation Committee

Member

2

2

7

Ogaga Ologe

4

4

Audit Committee

By Invitation

4

4

Principles

Reporting Questions

Explanation on application or deviation

Principle 1: Role of the Board

"A successful Company is headed 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"

i) Does the Board have an approved Charter which sets out its responsibilities and terms of reference? Yes/No

If yes, when was it last reviewed?

Yes. The Board has an approved Board Charter. This was reviewed on 23rd March 2022.

Principle 2: Board Structure and Composition

"The effective discharge of the responsibilities of the Board and its committees is assured by an appropriate balance of skills and diversity (including experience and gender) without compromising competence, independence and integrity "

i) What are the qualifications and experiences of the directors?

Directors are appointed to ensure an appropriate balance of skills, qualifications, and experiences and are committed to strong corporate governance practices that promotes and protect the long-term interests of the shareholders

The current composition of the Board facilitates diversity of qualifications, experience without compromising on the independence, compatibility, integrity, and availability of members.

ii) Does the company have a Board-approved diversity policy? Yes/No

If yes, to what extent have the diversity targets been achieved?

Yes, the Company has an existing Board-approved Diversity Policy, and same covers diversity in skills, knowledge, gender, age, culture, experience, race and culture geared towards promoting effective governance.

The Company has achieved diversity targets across different indices to a large extent as may be deduced from the profiles of Directors and senior management of the company.

i)

Are there directors holding concurrent directorships? Yes/No

If yes, state names of the directors and the companies?

Yes. Several Directors hold concurrent directorship in their organizations, which have been appropriately disclosed to the Board. Their concurrent Directorship have been considered and would not affect their responsibilities and effectiveness on the Company's Board. The Directors involved are:

IBUKUN AWOSIKA - Ibukun Awosika is an African entrepreneur, author, international leader, and global culture shaper. She is the Chairman and CEO of The Chair Centre Group, a leading furniture and security systems provider in Nigeria. With an undergraduate degree in Chemistry from University of Ife and advanced degrees from various global institutions, including Lagos Business School, IESE Business School, Wharton and China European International Business School (CEIBS), Ibukun is both a student and leader of the world.