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:

  1. Every line item and indicator must be completed.
  2. Respond to each question with "Yes" where you have applied the principle, and "No" where you are yet to apply the principle.
  3. An explanation on how you are applying the principle, or otherwise should be included as part of your response.
  4. 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

INTERNATIONAL BREWERIES PLC

ii.

Date of Incorporation

1976

iii.

RC Number

9326

iv.

License Number

v.

Company Physical Address

PLOT 5A, ABUJA STREET, BANANA ISLAND,

IKOYI, LAGOS

vi.

Company Website Address

https://www.international-breweries.com

vii.

Financial Year End

31st December

viii.

Is the Company a part of a Group/Holding Company?

NO

Yes/No

If yes, please state the name of the Group/Holding

Company

ix.

Name and Address of Company Secretary

Ayokunle Ayoko, PLOT 5A, ABUJA STREET,

BANANA ISLAND, IKOYI, LAGOS

x.

Name and Address of External Auditor(s)

PRICEWATERHOUSECOOPERS, 5B Water

Corporation Road Landmark Towers

Victoria Island, Eti-Osa 101233, Lagos

xi.

Name and Address of Registrar(s)

APEL CAPITAL REGISTRARS, 8 Alhaji

Bashorun Street, off Norman Williams St,

Ikoyi, Lago

xii.

Investor Relations Contact Person

Ayokunle Ayoko,Ayokunle.ayoko@ng.ab-

(E-mail and Phone No.)

inbev.com, 09169848575

xiii.

Name of the Governance Evaluation Consultant

ENRST AND YOUNG

xiv.

Name of the Board Evaluation Consultant

ENRST AND YOUNG

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/ Elected

ED)

1

HRH Nnaemeka A.

Chairman

Male

30th May 2018

Achebe CFR, MNI

2

Mr. Carlos Coutino

Managing Director

Male

1st

January 2023

New

Appointment

3

Mr. Devid Tomlinson

Finance Director

Male

1st

January 2023

New

Appointment

4

Mrs. Bruno Zambrano

Non-Executive Director

Male

1st

January 2019

5

Mr. Michael Ajukwu

Non-Executive Director

Male

30 May 2018

6

Mr. Akintoye Omole

Non-Executive Director

Male

October, 2015

7

Mr. Gbenga Awomolo

Non-Executive Director

Male

30 May, 2018

8

Ms. Toyin Odulate

Independent Non-Executive

Female

18 April 2019

Director

9

Mr. Richard Rivett-Carnac

Non-Executive Director

Male

31 December 2018

2

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

10

Mr. Andrew Whiting

Non-Executive Director

Male

8 September, 2020

11

Mrs Tolu Adedeji

Marketing Director

Female

18 September 2019

12

Mr. Hugo Dias Rochas

Managing Director

Male

1st January 2019

resigned wef

December

31, 2022

13

Mr. Igwe Peter Anugwu

Non-Executive Director

Male

30 May 2018

resigned wef

Aug 31, 2022

14

Mrs. Abiye Tobin-West

Non-Executive Director

Female

30 May 2018

resigned wef

Aug 31, 2022

15

Mr. Eduardo Caceres

Finance Director

Male

resigned wef

December

31, 2022

3

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

2. Attendance at Board and Committee Meetings:

S/No.

Names of Board Members

No. of

No. of

Membership

Designation

Number of

Number of

Board

Board

of Board

(Member or

Committee

Committee

Meetings

Meetings

Committees

Chairman)

Meetings Held in the

Meetings

Held in

Attended

Reporting Year

Attended in

the

in the

the

Reporting

Reporting

Reporting

Year

Year

Year

HRH Nnaemeka A. Achebe CFR,

4

4

0

Chairman

0

0

MNI

(Board)

Mr. Hugo Dias Rochas

4

4

0

Nil

10

0

Mr. Bruno Zambrano

4

4

0

Nil

10

4

Mrs. Abiye Tobin-West

4

4

0

Nil

10

0

Mr. Michael Ajukwu

4

4

1

Chairman

10

10

(Governance)

Mr. Akintoye Omole

4

4

1

Member

10

0

Mr. Gbenga Awomolo

4

4

3

Chairman (Risk)

10

8

Igwe Peter Anugwu

4

4

2

Member

10

4

Ms. Toyin Odulate

4

4

1

Member

10

2

Mr. Richard Rivett-Carnac

4

4

0

0

10

0

Mr. Andrew Whiting

4

4

0

Member

10

0

Mrs Tolu Adedeji

4

4

2

Member

10

4

Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.

Names

Position Held

Gender

Remark

1

Hugo Diaz Rocha

Managing Director

Male

Resigned

2

Bruno Zambrano

Finance Director

Male

Resigned

3

Tolulope Adedeji

Marketing Director

Female

Resigned

4

Edwardo Caceres

Finance Director

Male

Resigned

5

Carlos Coutino

BU President

Male

6

Michael Odutayo

People Director

Male

7

Akintunde Fayanmira

Procurement Director

Male

8

Temitope Oguntokun

Logistics & CA Director

Female

9

Tony Agah

Brewery Operations Director

Male

10

Lize Kruger

Logistics Director

Female

11

Herman Franken

RTM Director

Male

12

Nicholas Kade

Sales Director

Male

13

Bamise Oyegbami

Marketing Director

Male

14

Francisco Urrutia

Revenue Manager

Male

15

David Tomlinson

Finance Director

Male

16

Cesar Robles

Beer Tech Director

Male

4

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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

i) Does the Board have an approved Charter

Yes

"A successful Company is

which sets out its responsibilities and terms of

The Governance Committee looks at the charter,

reference? Yes/No

headed

by

an

effective

make recommendations to the board. The Board in-

If yes, when was it last reviewed?

Board which

is

responsible

turn approves both Committee and Board Charters

for

providing

and Strategic Plans.

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"

Principle 2: Board Structure

i)

What are the qualifications and experiences

All members have years of experience in various

and Composition

of the directors?

fields and brings this knowledge to the company

"The effective discharge of

ii) Does the company have a Board-approved

Yes

the

responsibilities of

the

diversity policy? Yes/No

Board and its committees is

This is included in the code of business conduct.

assured by an appropriate

If yes, to what extent have the diversity targets

balance

of

skills

and

been achieved?

From the Board composition, the diversity mix is

diversity

(including

evident.

experience

and

gender)

iii) Are there directors holding

concurrent

Yes.

without

compromising

competence,

directorships? Yes/No

independence

and

If yes, state names of the directors and the

HRM Alfred Achebe- Unilever Nigeria

integrity "

companies?

Mr. Michael Ajukwu - MTN, Sterling Bank

Mr. Awomolo- Alumaco Nigeria

iv) Is the MD/CEO or an Executive Director a

No

chair of any Board Committee? Yes/No

If yes, provide the names of the

Committees.

The MD and other Executive Directors do not chair

any Board committees

Principle 3: Chairman

i) Is the Chairman a member or chair of any of

No

"The

Chairman

is

the Board Committees? Yes/no

The Chairman is not a member of any committee

If yes, list them.

responsible

for

providing

overall leadership of

the

Company and the Board,

ii)

At which Committee meeting(s) was the

The Chairman did not attend any committee

and

eliciting

the

Chairman in attendance during the period

meeting.

constructive participation of

under review?

all

Directors

to

facilitate

effective

direction of

the

iii) Is the Chairman an INED or a NED?

The Chairman is a NED

Board"

iv) Is the Chairman a former MD/CEO or ED of

The chairman has never been a former MD/CEO or

the Company? Yes/No

ED of the Company

If yes, when did his/her tenure as MD end?

v)

When was he/she appointed as Chairman?

2018

5

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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International Breweries plc published this content on 03 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 April 2023 18:55:03 UTC.