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:
- 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
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 | ||||||
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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 | |||||
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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 | |
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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 | ||||||||
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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.