FLOUR MILLS OF NIGERIA : FINANCIAL REPORTING COUNCIL OF NIGERIA (JANUARY 2023 CORPORATE GOVERNANCE REPORT)

January 30, 2023 at 02:24 pm EST

Authorised Use Only - CONFIDENTIAL

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:

Every line item and indicator must be completed.
Respond to each question with "Yes" where you have applied the principle, and "No"

where you are yet to apply the principle.

An explanation on how you are applying the principle, or otherwise should be included as part of your response.
Not Applicable (N/A) is not a valid response.

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Authorised Use Only - CONFIDENTIAL

Section B - General Information

S/No.			Items			Details

i.	Company Name			FLOUR MILLS OF NIGERIA PLC

ii.	Date of Incorporation			29TH SEPTEMBER, 1960

iii.	RC Number			2343

iv.	License Number

v.	Company Physical Address		1 GOLDEN PENNY PLACE, WHARF ROAD,
					APAPA, LAGOS

vi.	Company Website Address		www.fmnplc.com

vii.	Financial Year End			31ST MARCH, 2023

viii.	Is the Company a part of the group? Yes/No		NO
	If yes, please state the name of the Holding Company

ix.	Name and Address of Company Secretary		UMOLU, JOSEPH A.O
					1 GOLDEN PENNY PLACE, WHARF ROAD,
					APAPA, LAGOS.

x.	Name and Address of External Auditor(s)		KPMG PROFESSIONAL SERVICES
					KPMG TOWER, BISHOP ABOYADE COLE
					STREET,VICTORIA ISLAND, LAGOS.

xi.	Name and Address of Registrar(s)		ATLAS REGISTRARS LIMITED
					34 ERIC MOORE ROAD, IGANMU LAGOS

xii.	Investor Relations Contact Person		1. Name: UMOLU, JOSEPH A.O
	(E-mail and Phone No.)				Email: Jumolu@FMNPLC.COM
						Phone No: 08054796490
					2.	Name: ANDERS KRISTIANSSON
						Email:akristiansson@FMNPLC.COM
						Phone No: 08155999111

xiii.	Name of the Governance Evaluation Consultant		Institute of Chartered Secretaries and
					Administrators of Nigeria

xiv.	Name of the Board Evaluation Consultant		Institute of Chartered Secretaries and
					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, INED, NED,			Appointed/
			ED)			Elected

1.		MR. JOHN GEORGE	CHAIRMAN	MALE	1990		SATISFACTORY
		COUMANTAROS

2.		MR. PAUL MIYONMIDE	VICE CHAIRMAN	MALE	2013		SATISFACTORY
		GBEDEDO

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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3.	MR. BOYE OLUSANYA	GROUP MD/CEO	MALE	2020	SATISFACTORY

4.	PROFESSOR JERRY GANA	NON-EXECUTIVE DIRECTOR	MALE	2013	SATISFACTORY

5.	MR. ALFONSO GARATE	NON-EXECUTIVE DIRECTOR	MALE	2015	SATISFACTORY

6.	ALHAJI RABIU GWARZO	NON-EXECUTIVE DIRECTOR	MALE	2009	SATISFACTORY

7.	MR. IOANNIS KATSAOUNIS	NON-EXECUTIVE DIRECTOR	MALE	1993	SATISFACTORY

8.	MR. THANASSIS	NON-EXECUTIVE DIRECTOR	MALE	2006	SATISFACTORY
	MAZARAKIS

9.	MR. FOLUSO OLAJIDE	INDEPENDENT NON-	MALE	2014	SATISFACTORY
	PHILLIPS	EXECUTIVE DIRECTOR

10.	ALHAJI YUNUS SALIU	NON-EXECUTIVE DIRECTOR	MALE	1994	SATISFACTORY

11.	MR. FOLARIN ROTIMI	NON-EXECUTIVE DIRECTOR	MALE	2005	SATISFACTORY
	WILLIAMS

12.	DR. (MRS) SALAMATU	INDEPENDENT NON-	FEMALE	2017	SATISFACTORY
	HUSSAINI SULEIMAN	EXECUTIVE DIRECTOR

13.	MRS. JULLIET ANAMMAH	INDEPENDENT NON-	FEMALE	2020	SATISFACTORY
		EXECUTIVE DIRECTOR

14.	MR. MUHAMMAD AHMAD	INDEPENDENT NON-	MALE	2020	SATISFACTORY
		EXECUTIVE DIRECTOR

15.	MS. YEWANDE SADIKU	INDEPENDENT NON-	FEMALE	2022	SATISFACTORY
		EXECUTIVE DIRECTOR

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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2. Attendance at Board and Committee Meetings As At January 2022:

BOARD MEETINGS

S/N	FMN BOARD MEETING		DESIGNATION	NUMBER OF	NUMBER OF
			MEMBER /	BOARD	BOARD
			CHAIRMAN	MEETINGS	MEETINGS
					HELD IN THE	ATTENDED
					REPORTING	IN THE
					YEAR1	REPORTING
							YEAR
1.	MR. JOHN GEORGE COUMANTAROS		CHAIRMAN	3		3

2.	MR. PAUL MIYONMIDE GBEDEDO		GROUP MD/CEO	3		3

3.	PROFESSOR JERRY GANA		NON-EXECUTIVE DIRECTOR	3		3

4.	MR. ALFONSO GARATE		NON-EXECUTIVE DIRECTOR	3		3

5.	ALHAJI RABIU GWARZO		NON-EXECUTIVE DIRECTOR	3		3

6.	MR. IOANNIS KATSAOUNIS		NON-EXECUTIVE DIRECTOR	3		3

7.	MR. THANASSIS MAZARAKIS		NON-EXECUTIVE DIRECTOR	3		3


8.	MR. FOLUSO OLAJIDE PHILLIPS		INDEPENDENT NON-	3		3
		EXECUTIVE DIRECTOR

9.	ALHAJI YUNUS SALIU		NON-EXECUTIVE DIRECTOR	3		3


10.	MR. FOLARIN ROTIMI WILLIAMS		NON-EXECUTIVE DIRECTOR	3		2

11.	DR. (MRS) SALAMATU HUSSAINI SULEIMAN		INDEPENDENT NON-	3		3
		EXECUTIVE DIRECTOR

12.	MRS. JULLIET ANAMAH		INDEPENDENT NON-	3		3
		EXECUTIVE DIRECTOR

13.	MR. MUHAMMAD AHMAD		INDEPENDENT NON-	3		3
		EXECUTIVE DIRECTOR

14.	MS YEWANDE SADIKU		INDEPENDENT NON-	3		3
		EXECUTIVE DIRECTOR

15.	MR. BOYE OLUSANYA		EXECUTIVE DIRECTOR	3		2

	STATUTORY AUDIT COMMITTEE

S/N	MEMBERS OF STATUTORY AUDIT	DESIGNATION		NUMBER OF		NUMBER OF
	COMMITTEE	MEMBER /		COMMITTEE		COMMITTEE
		CHAIRMAN		MEETINGS		MEETINGS
					HELD IN THE		ATTENDED
					REPORTING		IN THE
					YEAR		REPORTING
							YEAR
1.	MR. ADESHINA OLALEKAN OLADEPO	CHAIRMAN		4		4
		(APPOINTED 10TH
		SEPTEMBER 2020)
2.	MR. ADESHINA TAJUDEEN IMRAN	MEMBER		4		4
3.	MR. SHEKONI NURUDEEN ADEBAYO	MEMBER		4		4

4.	MR. FOLUSO OLAJIDE PHILLIPS	MEMBER		4		4

1 The next board meeting has been scheduled to come up on Wednesday, 8th February, 2023.

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Authorised Use Only - CONFIDENTIAL

5.	ALHAJI Y.O.A SALIU	MEMBER	4	4
6.	MR. UMOLU JOSEPH A.O	SECRETARY	4	4

BOARD AUDIT AND RISK MANAGEMENT COMMITTEE

S/N	MEMBERS OF AUDIT AND RISK	DESIGNATION		NUMBER OF	NUMBER OF
	MANAGEMENT COMMITTEE	MEMBER /		COMMITTEE	COMMITTEE
		CHAIRMAN		MEETINGS	MEETINGS
				HELD IN THE	ATTENDED
				REPORTING	IN THE
				YEAR	REPORTING
					YEAR
1.	MR. THANASIS MAZARAKIS	CHAIRMAN	3	3

2.	ALHAJI OLALEKAN SALIU	MEMBER	3	2
3.	MR. PAUL MIYONMIDE GBEDEDO	MEMBER	3	3
4.	ALHAJI RABIU MUHAMMED GWARZO	MEMBER	3	3
5.	MR. BOYE OLUSANYA	MEMBER	3	3
6.	MRS. JULIET ANAMMAH	MEMBER	3	3
7.	MR. UMOLU JOSEPH A.O	SECRETARY	3	3
	REMUNERATION AND GOVERNANCE COMMITTEE

S/N	MEMBERS OF REMUNERATION AND	DESIGNATION		NUMBER OF	NUMBER OF
	GOVERNANCE COMMITTEE	MEMBER /		COMMITTEE	COMMITTEE
		CHAIRMAN		MEETINGS	MEETINGS
				HELD IN THE	ATTENDED
				REPORTING	IN THE
				YEAR	REPORTING
					YEAR
1.	MR. FOLUSO OLAJIDE PHILLIPS	CHAIRMAN		4	4
2.	MR. THANASIS MAZARAKIS	MEMBER		4	4
3.	MR. FOLARIN R. WILLIAMS	MEMBER		4	4
4.	DR. MRS SALAMATU H. SULEIMAN	MEMBER		4	4
5.	MR. M.K. AHMAD	MEMBER		4	2
6.	MR. UMOLU JOSEPH A.O	SECRETARY		4	4

BOARD SPECIAL AD-HOC COMMITTEE ON LOCAL CONTENT

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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Flour Mills of Nigeria plc published this content on 30 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 January 2023 19:23:02 UTC.

	1st Jan change	Capi.
FLOUR MILLS OF NIGERIA PLC	-7.72%	94.04M
NESTLÉ S.A.	-5.57%	266B
MONDELEZ INTERNATIONAL, INC.	-1.08%	94.98B
KRAFT HEINZ	+4.12%	46.39B
GENERAL MILLS, INC.	+7.61%	39.99B
DANONE	-0.03%	39.95B
THE HERSHEY COMPANY	+2.17%	38.02B
ARCHER-DANIELS-MIDLAND COMPANY	-16.05%	30.16B
NESTLÉ INDIA LIMITED	-5.60%	28.72B
ASSOCIATED BRITISH FOODS PLC	+12.13%	24.54B

1st Jan change

Capi.

FLOUR MILLS OF NIGERIA PLC

-7.72%

94.04M

NESTLÉ S.A.

-5.57%

266B

MONDELEZ INTERNATIONAL, INC.

-1.08%

94.98B

KRAFT HEINZ

+4.12%

46.39B

GENERAL MILLS, INC.

+7.61%

39.99B

DANONE

-0.03%

39.95B

THE HERSHEY COMPANY

+2.17%

38.02B

ARCHER-DANIELS-MIDLAND COMPANY

-16.05%

30.16B

NESTLÉ INDIA LIMITED

-5.60%

28.72B

ASSOCIATED BRITISH FOODS PLC

+12.13%

24.54B

End-of-day quote Nigerian S.E. Other stock markets 06:00:00 2024-04-25 pm EDT			5-day change	1st Jan Change
30.5 ^NGN	0.00%		0.00%	-7.72%

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Flour Mills of Nigeria PLC

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FLOUR MILLS OF NIGERIA : FINANCIAL REPORTING COUNCIL OF NIGERIA (JANUARY 2023 CORPORATE GOVERNANCE REPORT)

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