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.

  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

Livestock Feeds Plc

ii.

Date of Incorporation

March 20, 1963

iii.

RC Number

3315

iv.

License Number

It is not a requirement for the

Company

v.

Company Physical Address

1, Henry Carr Street, Ikeja, Lagos

vi.

Company Website Address

www.livestockfeedsplc.com

vii.

Financial Year End

31st

December

viii.

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

Yes.

Yes/No

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

UAC of Nigeria Plc

Company

ix.

Name and Address of Company Secretary

Mrs. Rose Hamis

Plot 32, Kudirat Abiola Way, Oregun,

Lagos

x.

Name and Address of External Auditor(s)

Messrs. KPMG Professional Services

KPMG Tower

Bishop Aboyade Cole Street, Victoria

Island, Lagos, Nigeria

xi.

Name and Address of Registrar(s)

Cardinal Stones Registrars Ltd

335/337, Herbert Macaulay Way,

Yaba, Lagos

xii.

Investor Relations Contact Person

Mr Kunle Adepoju

(E-mail and Phone No.)

aadepoju@livestockfeedsplc.com

xiii.

Name of the Governance Evaluation Consultant

Messrs DCSL Corporate Services Ltd.

xiv.

Name of the Board Evaluation Consultant

Messrs. 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

Gender

Date First

Remark

(Chairman, MD, INED, NED,

Appointed/ Elected

ED)

1

Dr. Joseph I. Dada

Chairman/NED

Male

May 31, 2019

Board

Chairman

2

Adegboyega Adedeji

Managing Director

Male

August 1, 2019

Managing

Director

3

Daniel Obaseki

NED

Male

April 17, 2019

NED

4

Abayomi Adeyemi

INED

Male

October 26, 2017

INED

2

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

5

Adebolanle Badejo

NED

Male

June 1, 2020

NED

6

Temitope Omodele

NED

Female

October 26, 2022

NED

7

Peter B. Mombaur

NED

Male

April 22, 2022

NED

2. Attendance at Board and Committee Meetings:

S/No.

Names of Board Members

No. of Board

No. of

Membership

Designation (Member

Number of

Number of

Meetings

Board

of Board

or Chairman)

Committee

Committee

Held in the

Meetings

Committees

Meetings

Meetings

Reporting

Attended

Held in the

Attended in

Year

in the

Reporting

the

Reporting

Year

Reporting

Year

Year

1

Joseph I. Dada

5

5

Not a

Board Chairman

Not a

Not a

member of

member of

member of

any

any

any

Committee

Committee

Committee

as he is the

Chairman of

the Board

2

Adegboyega Adedeji

5

5

1

Member of the Risk

3

3

Management

Committee

3

Abayomi Adeyemi

5

5

3

Member:

Governance

3

3

&Remuneration

Committee (Chair)

Risk Management

3

3

Committee (Member)

Statutory Audit

4

4

Committee (Member)

4

Daniel Obaseki

3

1

1

Risk Management

2

1

Committee (Member)

5

Peter Mombaur

4

4

1

Risk Management

3

2

Committee (Chair)

6

Adebolanle Badejo

5

5

2

Governance &

3

3

Remuneration

Committee (Member)

Statutory Audit

Committee (Member)

4

4

7

Temitope Omodele

2

2

Not yet

appointed to

a

Committee

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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

Adegboyega Adedeji

Managing Director/Chief

Male

Executive Officer

2

Adekunle Adepoju

Chief Financial Officer

Male

3

Femi Omogoye

Supply Chain Manager

Male

4

Adeniyi Adejola

Head Human Resources

Male

5

Taiwo Ogunbowale

National Sales Manager

Male

6

Wole Adeleke

Quality Assurance Manager

Male

7

Aliyu M. Akemokwe

Operations Manager

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, the Board has an approved Charter.

"A

successful

Company is

which sets out its responsibilities and terms of

reference? Yes/No

headed

by

an

effective

If yes, when was it last reviewed?

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

i)

What are the qualifications and experiences

The Board has members who are Chartered

and Composition

of the directors?

Accountants, an Economists with over 30 years

"The effective discharge of

cognate experience, holders of MBA and CFA

with more than 15 years experience.

the

responsibilities

of

the

Board and its committees is

ii) Does the company have a Board-approved

Yes

assured by an appropriate

balance of skills and diversity

diversity policy? Yes/No

The Board presently comprise of 5 males and

If yes, to what extent have the diversity targets

(including

experience

and

been achieved?

one female.

gender)

without

compromising

competence,

The Board members come from different tribes

independence and integrity "

in Nigeria and are adherents of Islam and

Christianity.

iii) Are there directors holding

concurrent

No.

directorships? Yes/No

If yes, state names of the directors and the

companies?

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

No. The MD/CEO does not chair any

Committee of the Board.

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

No. The Chairman is not a member and does

"The Chairman is responsible

the Board Committees? Yes/no

not chair any Committee of the Board.

If yes, list them.

for

providing

overall

leadership of the Company

ii)

At which Committee meeting(s) was the

None. The Chairman did not attend any

and the Board, and eliciting

Chairman in attendance during the period

Committee meeting during the year.

the constructive participation

under review ?

of all Directors to facilitate

effective

direction

of

the

iii)

Is the Chairman an INED or a NED?

The Chairman is an NED

Board"

  1. Is the Chairman a former MD/CEO or ED of No. The Chairman was not an MDS/CEO or an

the Company? Yes/No

ED of the Company at any time.

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

5

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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Livestock Feeds plc published this content on 24 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 March 2023 15:04:20 UTC.