ETERNA PLC 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 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:
i. Every line item and indicator must be completed.
ii. Respond to each question with "Yes" where you have applied the principle, and "No" where you are yet to apply the principle.
iii. An explanation on how you are applying the principle, or otherwise should be included as part of your response.
iv. Not Applicable (N/A) is not a valid response.
Section B - General Information
S/No. | Items | Details |
i. | Company Name | Eterna Plc |
ii. | Date of Incorporation | 13th January 1989 |
iii. | RC Number | RC 124136 |
iv. | License Number | |
v. | Company Physical Address | 5a Oba Adeyinka Oyekan Avenue Ikoyi Lagos |
vi. | Company Website Address | www.eternaplc.com |
vii. | Financial Year End | 31st December |
viii. | Is the Company a part of a Group/Holding Company? Yes/No If yes, please state the name of the Group/Holding Company | No |
ix. | Name and Address of Company Secretary | Mandella Golkus 5a Oba Adeyinka Oyekan Avenue Ikoyi Lagos |
x. | Name and Address of External Auditor(s) | Deloitte & Touche/ Civic Towers, Victoria Island, Lagos |
xi. | Name and Address of Registrar(s) | Greenwich Registrars and Data Solutions/ 247 Murtala Muhammed Way, Yaba, Lagos |
xii. | Investor Relations Contact Person (E-mail and Phone No.) | Mandella Golkusmandella.golkus@eternaplc.com |
08136808563 | ||
xiii. | Name of the Governance Evaluation Consultant | DCSL Corporate Services Limited |
xiv. | Name of the Board Evaluation Consultant | DCSL Corporate Services Limited |
eloitte & Touche/ Civic Towers,
Section C - Details of Board of the Company and Attendance at Meetings
1. Board Details:
S/No. | Names of Board Members | Designation (Chairman, MD, INED, NED, ED) | Gender | Date First Appointed/ Elected | Remark |
1. | Dr. Gabriel Ogbechie | Chairman | Male | 20th October 2021 | |
2. | Mr. Benjamin Nwaezeigwe | MD/CEO | Male | 1st March 2022 | Appointed MD /CEO on 1st August 2022 |
3. | Mrs. Phoebean Ifeadi | ED - Corporate Services | Female | 20th October 2021 | |
4. | Mrs. Godrey Ogbechie | Non-Executive Director | Female | 20th October 2021 | |
5. | Mr. Emmanuel Omuojine | Non-Executive Director | Male | 20th October 2021 | |
6. | Mr. Anibor Kragha | Independent Non-Executive Director | Male | 20th October 2021 | |
7. | Barr. Okechukwu Omezi | Independent Non-Executive Director | Male | 20th October 2021 | |
8. | Dr. Akinwande Ademosu | Independent Non-Executive Director | Male | 1st March 2022 |
2. Attendance at Board and Committee Meetings:
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 Chairman)or | Number of Committee Meetings Held in the Reporting Year | Number of Committee Meetings Attended in the Reporting Year |
1. | Dr. Gabriel Ogbechie | 6 | 6 | Nil | Chairman | Nil | Nil |
2. | Mrs. Godrey Ogbechie | 6 | 6 | Governance, Nomination, and Remuneration CommitteeStrategy, Finance and Investment Committee | Member Chairperson | 5 Governance, Nomination, and Remuneration Committee Meetings 2 Strategy, Finance and Investment Committee Meetings | 5 Governance, Nomination, and Remuneration Committee Meetings 2 Strategy, Finance and Investment Committee Meetings |
3. | Mr. Benjamin Nwaezeigwe | 6 | 6 | Strategy, Finance and Investment Committee Risk Management, Health, Safety, Security and Environment Committee | Member MD/CEO Non-Member Member | 2 Strategy Finance and Investment Committee Meetings 6 Audit Committee Meetings 4 Risk Management, Health, Safety, Security and Environment Committee Meetings | 2 Strategy Finance and Investment Committee Meetings 6 Audit Committee Meetings 4 Risk Management, Health, Safety, Security and Environment Committee Meetings |
4. | Mrs. Phoebean Ifeadi | 6 | 6 | Strategy, Finance and Investment Committee Risk Management, Health, Safety, Security and Environment Committee | Member Member ED/Non-Member | 2 Strategy Finance and Investment Committee Meetings 4 Risk Management, Health, Safety, Security and Environment Committee Meetings 5 Governance, Nomination, and | 2 Strategy Finance and Investment Committee Meetings 4 Risk Management, Health, Safety, Security and Environment Committee Meetings 4 Governance, Nomination, and |
Remuneration Committee Meetings | Remuneration Committee Meetings | ||||||
5. | Mr. Anibor Kragha | 6 | 6 | Governance, Nomination, and Remuneration CommitteeAudit Committee Risk Management, Health, Safety, Security and Environment Committee | Member Member Chairman | 5 Governance, Nomination, and Remuneration Committee Meetings 6 Audit Committee Meetings 4 Risk Management, Health, Safety, Security and Environment Committee Meetings | 5 Governance, Nomination, and Remuneration Committee Meetings 6 Audit Committee Meetings 4 Risk Management, Health, Safety, Security and Environment Committee Meetings |
6. | Barr. Okechukwu Omezi | 6 | 6 | Governance, Nomination, and Remuneration Committee Risk Management, Health, Safety, Security and Environment Committee | Chairman Member | 5 Governance, Nomination, and Remuneration Committee Meetings 4 Risk Management, Health, Safety, Security and Environment Committee Meetings | 5 Governance, Nomination, and Remuneration Committee Meetings 4 Risk Management, Health, Safety, Security and Environment Committee Meetings |
7. | Mr. Emmanuel Omuojine | 6 | 6 | Strategy Finance and Investment Committee Audit Committee Risk Management, Health, Safety, Security and Environment Committee | Member Member Member | 2 Strategy Finance and Investment Committee Meetings 6 Audit Committee Meetings 4 Risk Management, Health, Safety, Security and Environment Committee Meetings | 2 Strategy Finance and Investment Committee Meetings 6 Audit Committee Meetings 4 Risk Management, Health, Safety, Security and Environment Committee Meetings |
8. | Dr. Akinwande Ademosu | 6 | 6 | Strategy Finance and Investment Committee | Member | 2 Strategy Finance and Investment Committee Meetings | 2 Strategy Finance and Investment Committee Meetings |
Section D - Details of Senior Management of the Company
1. Senior Management:
S/No. | Names | Position Held | Gender | Comments |
1. | Benjamin Nwaezeigwe | MD/CEO | Male | |
2. | Phoebean Ifeadi | ED - Corporate Services | Female | |
3. | Abudukerimu Sule | CFO | Male | |
4. | Bunmi Agagu | General Manager, Lubricants and Gas | Female | |
5. | Brume Olori | Group Head, Lubricants | Male | Resumed 15th of November 2023 |
6. | Ese Longe | Head Lubricants, Sales and Marketing | Male | Resumed 5th of June 2023 |
7. | Olanrewaju Aliu | Head, HSSE | Male | |
8. | Oluyemi Adeosun | Head, Human Resources | Male | Exited 31st of December 2023 |
9. | Solomon Idongesit | Head, Logistics | Male | Resumed 3rd of October 2023 |
10. | Olutayo Kazeem | Plant Manager | Male | |
11. | Eniola Olufemi | Head, Asset Management | Male | |
12. | Chiagozie Ubani | Senior Manager, Retail | Female | |
13. | Bosun Olabintan | Head, Technology | Male | |
14. | Aliu Kamiyo | Head, Financial Control | Male | |
15. | Modestus Egegbara | Head, Internal Audit/Risk | Male | |
16. | Okechukwu Ashiegbu | Depot Manager | Male | |
17. | Paul Oparah | Head, Retail | Male | |
18. | Samuel Moses | Regional Manager - North | Male | |
19. | Mandella Golkus | Company Secretary/Legal Adviser | Male | |
20. | Mobolaji Bamiro | Head, LPG & Alternative Energy | Male | Exited 30th of August 2023 |
21. | Benignus Okorie | Head, Strategy | Male | |
22. | Boyede Oyegbami | Aviation Commercial Manager | Male | Resumed 1st of September 2023 |
23. | Pamela Nwocha | Head, Commercial and Industrial |
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 "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 Last reviewed December 2023. |
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 andintegrity " | i) What are the qualifications and experiences of the directors? | The Board is comprised of highly qualified and experienced professionals. A profile of the Board can be found on our websitewww.eternaplc.com |
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 targets have been significantly achieved. The Board is comprised of 8 Directors, 2 of whom are Female. | |
iii) Are there directors holding concurrent directorships? Yes/No If yes, state names of the directors and the companies? | Yes. 1) Dr. Gabriel Ogbechie, 2) Mrs. Godrey Ogbechie 3) Mr. Emmanuel Omuojine - Rainoil Limited | |
iv) Is the MD/CEO or an Executive Director a chair of any Board Committee? Yes/No If yes, provide the names of the Committees. | No. All Board Committees are chaired by either Independent Non-Executive Directors or Non-Executive Directors. | |
Principle 3: Chairman "The Chairman is responsible for providing overall leadership of the Company and the Board, and eliciting the constructive participation of all Directors to facilitate effective direction of the Board" | i) Is the Chairman a member or chair of any of the Board Committees? Yes/no If yes, list them. | No. The Board Chairperson does not belong to any Board Committee. In addition, Committee Chairpersons are appointed by the Board Chairperson. |
ii) At which Committee meeting(s) was the Chairman in attendance during the period under review? | None. The Board Chairperson was not in attendance at any Board Committee meeting. | |
iii) Is the Chairman an INED or a NED? | NED | |
iv) Is the Chairman a former MD/CEO or ED of the Company? Yes/No If yes, when did his/her tenure as MD end? | No. The Chairman has neither served as MD nor ED of the company. | |
v) When was he/she appointed as Chairman? | 20th October 2021 4 |
All Board Committees are chaired by
The Board Chairperson does not
Committee. In
addition, Committee Chairpersons
appointed by the Board
was not in
vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No If yes, specify which document | Yes. The Board's comprehensive Corporate Governance Framework. |
Principles | Reporting Questions | Explanation on application or deviation |
Principle Director/ Officer 4: Chief Managing Executive "The Managing Director/Chief Executive Officer is the head of management delegated by the Board to run the affairs of the Company to achieve its strategic objectives for sustainable corporate performance" | i) Does the MD/CEO have a contract of employment which sets out his authority and relationship with the Board? Yes/No If no, in which documents is itspecified? | Yes |
ii) Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | Yes | |
iii) Which of the Board Committee meetings did the MD/CEO attend during the period under review? | The Strategy, Finance & Investment Committee. The Risk Management & HSSE Committee The Audit Committee (By invitation). | |
iv) Is the MD/CEO serving as NED in any other company? Yes/no. If yes, please state the company(ies)? | Yes. BHR International Ventures Limited | |
v) Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No | Yes | |
Principle Directors 5:Executive Executive Directors support the Managing Director/Chief Executive Officer in the operations and management of the Company | i)Do the EDs have contracts of employment? Yes/no | YesThe lone Executive Director was given an employment contract upon acceptance of the offer. |
ii) If yes, do the contracts of employment set out the roles and responsibilities of the EDs? Yes/No If no, in which document are the roles and responsibilities specified? | Yes | |
iii) Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | Yes | |
iv) Are there EDs serving as NEDs in any other company? Yes/No If yes, please list | Yes Mrs. Phoebean Ifeadi - Brilax Oil Limited | |
v)Are their memberships in these companies in line with Board-approved policy? Yes/No | Yes | |
Principle Directors 6:Non-Executive Non-Executive Directors bring to bear their knowledge, expertise and independent judgment on issues of strategy and performance on the Board | i) Are the roles and responsibilities of the NEDs clearly defined and documented? Yes/No If yes, where are these documented? | Yes |
ii) Do the NEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No | Yes | |
iii) Do the NEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | Yes | |
iv) Are NEDs provided with information relating to the management of the company and on all Board matters? Yes/No If yes, when is the information provided to the NEDs | Yes. Prior to all meetings, upon their request and as soon as an urgent and important matters come up. | |
v) What is the process of ensuring completeness and adequacy of the information provided? | Additional checks are done to confirm all available information is provided. | |
vi) Do NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor? Yes/No | Yes | |
Principle 7: Independent Non-Executive Directors | i) Do the INEDs meet the independence criteria prescribed under Section 7.2 of the Code? Yes/No | Yes |
Principles | Reporting Questions | Explanation on application or deviation |
Independent Non-Executive Directors bring a high degree of objectivity to the Board for sustaining stakeholder trust and confidence" | ii)Are there any exceptions? | No. |
iii)What is the process of selecting INEDs? | Through an independent and objective criterion in line with the company's Corporate Governance Framework. | |
iv) Do the INEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No | Yes All Directors were given Letters of Appointment, which were accepted by the Directors. The Letters specify their duties and terms of engagement. | |
v) Do the INEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | Yes | |
vi) Does the Board ascertain and confirm the independence of the INEDs? Yes/No If yes, how often? What is the process? | Yes By re-affirmation. | |
vii) Is the INED a Shareholder of the Company? Yes/No If yes, what is the percentage shareholding? | No | |
viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding? Yes/No If yes, provide details. | No. | |
ix) What are the components of INEDs remuneration? | Yearly Fees and sitting allowance | |
Principle Secretary 8:Company "The Company Secretary support the effectiveness of the Board by assisting the Board and management to develop good corporate governance practices and culture within the Company" | i) Is the Company Secretary in-house or outsourced? | The Company Secretary is In-House |
ii) What is the qualification and experience of the Company Secretary? | A legal practitioner called to the Nigerian Bar in 2012 with extensive legal, corporate commercial, company secretarial, compliance and corporate governance experience spanning over 11 years. | |
iii) Where the Company Secretary is an employee of the Company, is the person a member of senior management? | Yes | |
iv) Who does the Company Secretary report to? | The Company Secretary reports functionally to the Board Chairman and administratively to the MD. | |
v) What is the appointment and removal process of the Company Secretary? | The Company relies on provisions in the MEMART, CAMA, and the Code of Corporate Governance in the appointment or removal of the Company Secretary. | |
vi)Who undertakes and approves the performance appraisal of the Company Secretary? | The Board of Directors. | |
Principle 9: Access Independent Advice to "Directors are sometimes required to make decisions of a technical and complex nature that may require independent expertise" external | i) Does the company have a Board-approved policy that allows directors access to independent professional advice in the discharge of their duties? Yes/No If yes, where is it documented? | YesThe Corporate Governance Framework; in line with CAMA. |
ii) Who bears the cost for the independent professional advice? | The Company | |
iii) During the period under review, did the Directors obtain any independent professional advice? Yes/No If yes, provide details. | Yes. The Directors obtained Independent 7 |
orporate
their duties and
, corporate commercial, company secretarial, compliance
appointment or removal ofProfessional Advice in respect of the review of remuneration for Directors and Employees of the company.
Principle 10: Meetings of the Board
i) What is the process for reviewing and approving minutes of Board meetings?
Collectively by the Board at subsequent meetings.
"Meetings are the principal vehicle for conducting the
ii) What are the timelines for sending the minutes to Directors?
2 weeks after the Board Meetings.
business of the Board andsuccessfully fulfilling the
iii) What are the implications for Directors who do not meet the Company policy on meeting attendance?
All our directors meet attendance requirements. Meeting attendance is considered for re-election.
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Eterna plc published this content on 28 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2024 16:48:06 UTC.
