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.
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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 | N/A | |||||||
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 | |||||||||
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Authorised Use Only - CONFIDENTIAL
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 | |||||
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Authorised Use Only - CONFIDENTIAL
2. Attendance at Board and Committee Meetings as At March 2023:
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 | ||||||
YEAR | REPORTING | ||||||
YEAR | |||||||
1. | MR. JOHN GEORGE COUMANTAROS | CHAIRMAN | 5 | 5 | |||
2. | MR. PAUL MIYONMIDE GBEDEDO | GROUP MD/CEO | 5 | 5 | |||
3. | PROFESSOR JERRY GANA | NON-EXECUTIVE DIRECTOR | 5 | 3 | |||
4. | MR. ALFONSO GARATE | NON-EXECUTIVE DIRECTOR | 5 | 5 | |||
5. | ALHAJI RABIU GWARZO | NON-EXECUTIVE DIRECTOR | 5 | 5 | |||
6. | MR. IOANNIS KATSAOUNIS | NON-EXECUTIVE DIRECTOR | 5 | 5 | |||
7. | MR. THANASSIS MAZARAKIS | NON-EXECUTIVE DIRECTOR | 5 | 5 | |||
8. | MR. FOLUSO OLAJIDE PHILLIPS | INDEPENDENT NON- | 5 | 5 | |||
EXECUTIVE DIRECTOR | |||||||
9. | ALHAJI YUNUS SALIU | NON-EXECUTIVE DIRECTOR | 5 | 5 | |||
10. | MR. FOLARIN ROTIMI WILLIAMS | NON-EXECUTIVE DIRECTOR | 5 | 4 | |||
11. | DR. (MRS) SALAMATU HUSSAINI SULEIMAN | INDEPENDENT NON- | 5 | 5 | |||
EXECUTIVE DIRECTOR | |||||||
12. | MRS. JULLIET ANAMAH | INDEPENDENT NON- | 5 | 5 | |||
EXECUTIVE DIRECTOR | |||||||
13. | MR. MUHAMMAD AHMAD | INDEPENDENT NON- | 5 | 5 | |||
EXECUTIVE DIRECTOR | |||||||
14. | MS YEWANDE SADIKU | INDEPENDENT NON- | 5 | 5 | |||
EXECUTIVE DIRECTOR | |||||||
15. | MR. BOYE OLUSANYA | EXECUTIVE DIRECTOR | 5 | 5 | |||
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 | |||
5. | ALHAJI Y.O.A SALIU | MEMBER | 4 | 4 | |||
4 |
REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
Authorised Use Only - CONFIDENTIAL
6.
MR. UMOLU JOSEPH A.O
SECRETARY
4
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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
S/N
MEMBERS OF LOCAL CONTENT COMMITTEE
DESIGNATION NUMBER OF
MEMBER / COMMITTEE
CHAIRMAN MEETINGS HELD IN THE REPORTING YEAR
NUMBER OF COMMITTEE MEETINGS ATTENDED IN THE REPORTING YEAR
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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 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 June 2023 16:22:07 UTC.