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.
1
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 | |||||||
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 | 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" |
- 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
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
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.