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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 becompleted.
  1. Respond to each question with "Yes" where you have applied the principle, and "No"

where you are yet to apply the principle.

  1. An explanation on how you are applying the principle, or otherwise should be included as part of your response.
  2. 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

LINKAGE ASSURANCE PLC

ii.

Date of Incorporation

26TH MARCH 1991

iii.

RC Number

162306

iv.

License Number

RIC-026

v.

Company Physical Address

PLOT 20, BLOCK 94, PROVIDENCE

STREET, OFF ADEWUNMI ADEBIMPE

STREET, LEKKI PHASE 1, LAGOS.

vi.

Company Website Address

www.linkageassuranceplc.com

vii.

Financial Year End

DECEMBER 31ST

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

MR. MOSES OMOROGBE - PLOT 20,

BLOCK 94, PROVIDENCE STREET, OFF

ADEWUNMI ADEBIMPE STREET, LEKKI

PHASE 1, LAGOS.

x.

Name and Address of External Auditor(s)

ERNST & YOUNG- 10TH FLOOR, UBA

HOUSE, MARINA ROAD, LAGOS ISLAND,

LAGOS

xi.

Name and Address of Registrar(s)

CENTURION REGISTRARS- 33C

CAMERON STREET, IKOYI,LAGOS

xii.

Investor Relations Contact Person

info@linkageassurance.com

01334256-0001

(E-mail and Phone No.)

0700LINKCARE, 0700LINKAGE

xiii.

Name of the Governance Evaluation Consultant

DCSL CORPORATE SERVICES LIMITED

xiv.

Name of the Board Evaluation Consultant

DCSL CORPORATE SERVICES LIMITED

Section C - Details of Board of the Company and Attendance at Meetings

1. Board Details:

S/No.

Names of Board Members

Designation (Chairman, MD, INED,

Gender

Date First

Remark

NED, ED)

Appointed/ Elected

1.

CHIEF JOSHUA BERNARD

CHAIRMAN

MALE

30TH JANUARY

5 OF 5

FUMUDOH

2018

(PRESENT)

2.

MRS. VALENTINA MARINHO

INDEPENDENT DIRECTOR

FEMALE

9TH AUGUST 2022

1 OF 5

(PRESENT)

3.

MR. PIUS OTIA

NON-EXECUTIVE DIRECTOR

MALE

7TH DECEMBER

5 OF 5

2021

(PRESENT)

4.

MR. BERNARD NICOLAAS

NON-EXECUTIVE DIRECTOR

MALE

27TH APRIL 2017

5 OF 5

GRIESEL

(PRESENT)

5.

MR. OLAKUNLE BOMO AGBEBI

NON- EXECUTIVE DIRECTOR

MALE

17TH JANUARY 2017

5 OF 5

(PRESENT)

6.

MRS. FUNKAZI KOROYE-CROOKS

NON- EXECUTIVE DIRECTOR

FEMALE

13TH DECEMBER

5 OF 5

2017

(PRESENT)

7.

MR. MAXWELL EBIBAI

NON- EXECUTIVE DIRECTOR

MALE

13TH DECEMBER

4 OF 5

2017

(PRESENT)

8.

MR. DANIEL BRAIE

MANAGING DIRECTOR

MALE

17TH JANUARY 2017

5 OF 5

(PRESENT)

9.

MR. OKANLAWON ADELAGUN

EXECUTIVE DIRECTOR

MALE

7TH DECEMBER 2018

5 OF 5

(PRESENT)

10.

MR. TAMUNOYE ALAZIGHA

NON-EXECUTIVE DIRECTOR

MALE

13TH JANUARY 2013

4 OF 5

(TENURE EXPIRED)

(PRESENT)

11.

MR. SHEHU ABUBAKAR

INDEPENDENT DIRECTOR

MALE

30TH JANUARY 2019

3 OF 5

(TENURE EXPIRED)

(PRESENT)

2

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 Board

No. of

Membership of Board Committees

Designation

Number of

Number of

Meetings Held

Board

(Member or

Committee

Committee

in the

Meeting

Chairman)

Meetings

Meetings

Reporting Year

s

Held in the

Attended

Attende

Reporting

in the

d in the

Year

Reporting

Reportin

Year

g Year

1.

CHIEF JOSHUA FUMUDOH

5

5

NONE

CHAIRMAN

4

NONE

2.

MRS. VALENTINA MARINHO

5

1

NONE YET

4

N/A

(NEWLY APPOINTED)

3.

MR. TAMUNOYE ZIFERE

5

4

1. FIN, INV & GEN PURPOSE

MEMBER

3

4

ALAZIGHA

(TENURE EXPIRED)

2. STATUTORY AUDIT

MEMBER

3

4

4.

MR. MAXWELL EBIBAI

5

5

1. ERM & GOVERNANCE

MEMBER

4

4

5.

MR. OLAKUNLE BOMO

5

5

1. ERM & GOVERNANCE

MEMBER

4

4

AGBEBI

2. FIN, INV & GEN PURPOSES

MEMBER

4

4

6.

MR. BERNARD NICOLAAS

5

5

1. FIN, INV & GEN PURPOSES

CHAIRMAN

4

4

GRIESEL

2. AUDIT & COMPLIANCE

MEMBER

4

4

7.

MRS. FUNKAZI KOROYE -

5

5

1. ERM & GOVERNANCE

MEMBER

4

4

CROOKS

2. AUDIT & COMPLIANCE

MEMBER

4

4

8.

MR. SHEHU ABUBAKAR

5

3

1.AUDIT & COMPLIANCE

CHAIRMAN

2

4

(TENURE EXPIRED)

2. ERM & GOVERNANCE

MEMBER

2

4

9.

MR. PIUS OTIA

5

5

1. AUDIT & COMPLIANCE

MEMBER

4

4

2. STATUTORY AUDIT

MEMBER

4

4

3. FIN, INV & GEN PURPOSES

MEMBER

4

4

3

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Section D - Details of Senior Management of the Company

  1. Senior Management:

S/No.

Names

Position Held

Gender

1.

MR. DANIEL BRAIE

MANAGING DIRECTOR

MALE

2.

MR. OKANLAWON ADELAGUN

EXECUTIVE DIRECTOR, TECHNICAL

MALE

3.

MR. ANTHONY SAIKI

CHIEF MARKETING OFFICER

MALE

4.

MR. EMMANUEL OTITOLAIYE

CHIEF FINANCIAL OFFICER

MALE

5.

MS. MAYEN UMOREN

HEAD, REINSURANCE

FEMALE

6.

MR. TAOHEED SIKIRU

CHIEF INTERNAL AUDITOR

MALE

7.

MRS. MODUPE ADEPOJU

CHIEF COMPLIANCE OFFICER

FEMALE

8.

MR. IMO O. IMO

HEAD, BUSINESS STRATEGY AND

MALE

DEVELOPMENT

9.

MR. HUMPHREY OZEGBE

HEAD, HUMAN CAPITAL

MALE

10.

MR. MOSES OMOROGBE

COMPANY SECRETARY

MALE

11.

MR. OVIE SALUBI

HEAD, INFORMATION TECHNOLOGY

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 which sets

YES

"A successful Company is headed by

out its responsibilities and terms of reference? Yes/No

It was last reviewed in 2020

If yes, when was it last reviewed?

an effective Board which is

responsible

for

providing

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

and

i) What are the qualifications and experiences of the

1. Mr. Daniel Braie and Mr. Okanlawon Adelagun- Chartered

Composition

directors?

Insurance Practitioner

"The effective discharge of the

2. Chief Joshua Fumudoh, Mr. Barnard Griesel, Mrs Valentina

Maurinho, Mr. Pius Otia and Mr. Maxwell Ebibai- Accountants

responsibilities of the Board and its

3. Mr. Olakunle Agbebi, Mrs. Funkazi Koroye - Lawyers.

committees is assured by an

appropriate balance of skills and

diversity (including experience and

YES

gender)without

compromising

ii) Does the company have a Board-approved diversity

competence,

independence

and

policy? Yes/No

At least 80% of the diversity targets have been achieved.

integrity "

If yes, to what extent have the diversity targets been

achieved?

iii) Are there directors holding concurrent directorships?

NO

Yes/No

If yes, state names of the directors and the companies?

NO

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

Board Committee? Yes/No

If yes, provide the names of the Committees.

Principle 3: Chairman

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

NO

"The Chairman

is

responsible for

Committees? Yes/no

If yes, list them.

providing overall leadership of the

Company

and

the

Board,

and

ii) At which Committee meeting(s) was the Chairman in

BOARD MEETING

eliciting

the

constructive

attendance during the period under review?

participation

of

all

Directors

to

facilitate effective direction of the

Board"

iii) Is the Chairman an INED or a NED?

NON-EXECUTIVE DIRECTOR

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

No

Company? Yes/No

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

v) When was he/she appointed as Chairman?

30TH OF JANUARY 2018

vi) Are the roles and responsibilities of the Chairman

YES

clearly defined? Yes/No

The roles and responsibilities of the Chairman are clearly

If yes, specify which document

defined in the Board Charter.

4

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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Linkage Assurance 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 12:04:05 UTC.