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:

i. Every line item and indicator must be completed.

  1. Respond to each question with "Yes" where you have applied the principle, and "No" where you are yet to apply the principle.
  2. An explanation on how you are applying the principle, or otherwise should be included as part of your response.
  3. 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

FIDSON HEALTHCARE PLC.

ii.

Date of Incorporation

13TH MARCH 1995

iii.

RC Number

267435

iv.

License Number

FRC/2013/ICSAN/00000002161

v.

Company Physical Address

268 IKORODU ROAD, OBANIKORO,

LAGOS

vi.

Company Website Address

www.fidson.com

vii.

Financial Year End

31st DECEMBER 2022

viii.

Is the Company a part of a Group/Holding

NO

Company? Yes/No

If yes, please state the name of the

Group/Holding Company

ix.

Name and Address of Company Secretary

MR. JAMIU ABAYOMI ADEBANJO,

268, IKORODU ROAD, OBANIKORO,

LAGOS.

x.

Name and Address of External Auditor(s)

DELOITTE & TOUCHE, CIVIC TOWERS,

PLOT GA 1 OZUMBA MBADIWE

AVENUE, VICTORIA ISLAND, LAGOS.

xi.

Name and Address of Registrar(s)

MERISTEM REGISTRARS AND

PROBATE SERVICES LIMITED, 213

HERBERT MACAULAY WAY, EBUTE

METTA, LAGOS

xii.

Investor Relations Contact Person

Mr. J.A. Adebanjo,

(E-mail and Phone No.)

yomiadebanjo@fidson.com

Mr. Imokha Ayebae,

imokhaayebae@fidson.com

xiii.

Name of the Governance Evaluation Consultant

To be appointed

xiv.

Name of the Board Evaluation Consultant

To be appointed

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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, ED)

Appointed/ Elected

1.

Mr. O. S. Adebanji

Chairman

Male

1st

January 2018

N/A

2.

Dr. Fidelis Ayebae

Managing Director/Chief Executive

Male

Pioneer MD/CEO

N/A

Officer

3.

Mr. E. E. Imoagene

Non-Executive Director

Male

23rd February 2011

N/A

4.

Mrs. O. O. Ayebae

Non-Executive Director

Female

2001

N/A

5.

Mrs A. P. Sadauki

Independent Non-Executive Director

Female

23rd February 2011

N/A

6.

Dr. Vincent Ahonkhai

Independent Non-Executive Director

Male

1st

January 2021

N/A

7.

Mr. Ekwunife Okoli

Independent Non-Executive Director

Male

1st

January 2021

N/A

8.

Mr. O. O. Olayeye

Executive Director

Male

1st

July 2004

N/A

9.

Mr. A. A. Adebayo

Executive Director

Male

1st

July 2004

N/A

10.

Mr Ola Ijimakin

Executive Director

Male

1st

January 2021

N/A

11.

Mr. Imokha Ayebae

Executive Director

Male

1st

November 2022

N/A

2. Attendance at Board and Committee Meetings:

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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

Number of

Meetings

Board

of Board

(Member

Committee

Committee

Held in the

Meetings

Committees

or

Meetings

Meetings

Reporting

Attended

Chairman)

Held in the

Attended

Year

in the

Reporting

in the

Reporting

Year

Reporting

Year

Year

1.

Mr. O. S. Adebanji

5

5

Finance and

Chairman/

8

8

General

Member

Purpose, Risk

Management

and Audit

2.

Dr. Fidelis Ayebae

5

5

Finance and

Member

11

11

General

Purpose, Risk

Management

and Audit,

Strategy and

Business

Development

3.

Mr. E. E. Imoagene

5

5

Audit,

Member

18

18

Governance

Nomination

and

Remuneration,

Finance and

General

Purpose, Risk

Management

and Audit,

Strategy and

Business

Development

4.

Mrs. O. O. Ayebae

5

5

Audit,

Member

10

8

Governance

Nomination

and

Remuneration,

Risk

Management

and Audit

5.

Mrs A. P. Sadauki

5

4

Governance

Member

6

5

Nomination

and

Remuneration,

Strategy and

Business

Development

6.

Dr. Vincent Ahonkhai

5

5

Governance

Member

11

11

Nomination

and

Remuneration,

Finance and

4

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

General

Purpose,

Strategy and

Business

Development

7.

Mr. Ekwunife Okoli

5

5

Governance

Member

14

14

Nomination

and

Remuneration,

Finance and

General

Purpose, Risk

Management

and Audit,

Strategy and

Business

Development

8.

Mr. O. O. Olayeye

5

4

Finance and

Member

11

11

General

Purpose, Risk

Management

and Audit,

Strategy and

Business

Development

9.

Mr. A. A. Adebayo

5

5

Finance and

Member

11

11

General

Purpose, Risk

Management

and Audit,

Strategy and

Business

Development

10

Mr Ola Ijimakin

5

5

Finance and

Member

8

7

General

Purpose,

Strategy and

Business

Development

11

Mr. Imokha Ayebae

5

1 (became

None as at 1st

None as at

N/A

N/A

member 1st

November

1st

November

2022

November

2022)

2022

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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Fidson Healthcare plc published this content on 31 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 March 2023 10:49:58 UTC.