NIGERIAN BREWERIES PLC 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:
i. Every line item and indicator must be completed.
ii. Respond to each question with "Yes" where you have applied the principle, and "No" where you are yet to apply the principle.
iii. An explanation on how you are applying the principle, or otherwise should be included as part of your response.
iv. Not Applicable (N/A) is not a valid response.
Section B - General Information
S/No. | Items | Details |
i. | Company Name | Nigerian Breweries Plc |
ii. | Date of Incorporation | 16th November 1946 |
iii. | RC Number | 613 |
iv. | License Number | FRC/2012/00000000264 |
v. | Company Physical Address | Iganmu House, 1 Abebe Village Road, Iganmu, Lagos |
vi. | Company Website Address | www.nbplc.com |
vii. | Financial Year End | 31 December |
viii. | Is the Company a part of the group? Yes/No If yes, please state the name of the Holding Company | Yes. Heineken N.V., The Netherlands |
ix. | Name and Address of Company Secretary | Uaboi G. AGBEBAKU, Esq Iganmu House, 1 Abebe Village Road, Iganmu, Lagos |
x. | Name and Address of External Auditor(s) | Deloitte & Touche Civic Towers, Ozumba Mbadiwe Avenue Victoria Island, Lagos |
xi. | Name and Address of Registrar(s) | First Registrars and Investor Services Limited 2, Abebe Village Road, Iganmu, Lagos |
xii. | Investor Relations Contact Person (E-mail and Phone No.) | Uaboi G. AGBEBAKU, Esq IR.NBPlc@heineken.com;01271-7400 |
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:
*The current Directors who served for the period under review (2023) are as follows:
S/No. | Names of Board Members | Designation (Chairman, MD, INED, NED, ED) | Gender | Date First Appointed/ Elected | Remark |
1 | Mr. Asue IGHODALO | Chairman (NED) | Male | 1st January, 2022 | Nigerian |
2 | Mr. Hans ESSAADI | MD/ED | Male | 31st July, 2021 | Dutch |
3 | Mrs. Juliet ANAMMAH | INED | Female | 1st January 2022 | Nigerian |
4 | Mrs. Adeyinka O. AROYEWUN | INED | Female | 1st January 2019 | Nigerian |
5 | Mr. Sijbe "Siep" HIEMSTRA | NED | Male | 1st August, 2011 | Dutch |
6 | Mrs. Ndidi O. NWUNELI, MFR | INED | Female | 5th December, 2014 | Nigerian |
7 | Mrs. Ifueko M. OMOIGUI OKAURU, MFR | NED | Female | 20th February, 2013 | Nigerian |
8 | Mr. Jaap A.A. OVERMARS | NED | Male | 25th October, 2023 | Dutch |
9 | Mr. Roland PIRMEZ | NED | Male | 1st September, 2015 | Belgian |
10 | Mr. Ibrahim A. PURI | NED | Male | 1st August 2022 | Nigerian |
11 | Mr. Bernardus A. WESSELS BOER | ED | Male | 1st September 2022 | Dutch |
*These are the Directors who were on the Board as at 31st December 2023 although two of them, (Mr. Ighodalo and Mrs. Nwuneli) left the Board at the end of the year.
2. Attendance at Board and Committee Meetings:
S/No. | Names MembersofBoard | No. BoardofMeetings Held in the Reporting Year* | No. BoardofMeetings Attended in the Reporting Year | Membership Board Committeesof | Designation (Member Chairman)or | Number of Committee Meetings Held in the Reporting Year | Number of Committee Meetings Attended in the Reporting Year |
1 | Mr. Asue IGHODALO | 8 | 6 | None | Board Chairman | He is not a member of any Committee** | None |
2 | Mr. Hans ESSAADI | 8 | 8 | None | - | - | - |
3 | Mrs. Juliet ANAMMAH | 8 | 6 | Governance | Member | 4 | 4 |
4 | Mrs. Adeyinka AROYEWUN O. | 8 | 8 | Risk Mgt. & Ethics | Member | 4 | 4 |
5 | Mr. Sijbe HIEMSTRA "Siep" | 8 | 7 | Governance | Member | 4 | 4 |
6 | Mrs. Ndidi O. NWUNELI, MFR | 8 | 8 | Governance | Chair | 4 | 4 |
7 | Mrs. Ifueko M. OMOIGUI OKAURU, MFR | 8 | 7 | Risk Mgt. & Ethics | Member | 4 | 4 |
6 | 6 | ||||||
Audit | |||||||
8 | Mr. JaapA.A. OVERMARS | 8 | 2*** | None | - | - | - |
Mr. Ibrahim A. PURI | 8 | 8 | Risk Mgt. & Ethics | Member | 4 | 4 | |
9 | Mr. Roland PIRMEZ | 8 | 6 | Risk Mgt. & Ethics | Member | 4 | 4 |
10 | Mr. Bernardus WESSELS BOER A. | 8 | 8 | None | - | - | - |
* The Board had five (5) scheduled Board Meetings and three (3) unscheduled Special Board Meetings during the year
** Mr. Ighodalo was a member of the Governance Committee and attended two committee meetings before been appointed as the Chairman of the Board on 1st May 2023.
*** Not a member of the Board as at the date of the 6 previously held Board Meetings.
Section D - Details of Senior Management of the Company
1. Senior Management:
S/No. | Names | Position Held | Gender |
1 | Mr. Hans ESSAADI | Managing Director/CEO | Male |
2 | Mr. Uaboi G. AGBEBAKU | Company Secretary/Legal Director | Male |
3 | Mr. Federico AGRESSI | Supply Chain Director | Male |
4 | Mrs. Philomena ANEKE | Director, Digital & Technology | Female |
5 | Mr. Ayodele LAWAL | Sales Director | Male |
6 | Mrs. Grace OMO-LAMAI | Human Resource Director | Female |
7 | Mr. Emmanuel O. ORIAKHI | Marketing Director | Male |
8 | Mrs. Sade MORGAN | Corporate Affairs Director | Female |
9 | Mr. Bernardus A. WESSELS BOER | Finance Director | Male |
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 "A successful Company is headed by 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" | i) Does the Board have an approved Charter which sets out its responsibilities and terms of reference? Yes/No If yes, when was it last reviewed? | Yes. The Board has an approved Charter, which specifies the roles and responsibilities of the Board. Other items covered in the Charter include composition, meetings, committees of the Board, tenure, sitting allowance and fees, code of ethics and delegation of authority framework. The Charter was last reviewed in October 2023. |
Principle 2: Board Structure and Composition "The effective discharge of the responsibilities of the Board and its committees is assured by an appropriate balance of skills and diversity (including experience and gender) without compromising competence, independence and integrity " . | i) What are the qualifications and experiences of the directors? | The Directors have qualifications and experience in various areas relevant to the Company's business including law, corporate governance, supply chain, finance & accounting, commerce, taxation, risk management, entrepreneurship, strategy and business administration. |
ii) Does the company have a Board-approved diversity policy? Yes/No If yes, to what extent have the diversity targets been achieved? | Yes. The company has a Board approved Diversity, Equity and Inclusion Policy. The Policy, which was updated in October 2023, and it applies to the Board and employees of the Company. The Board has four (4) female Board Members and is made up of Members within the age bracket of forty-Three (43) and Sixty-Nine (69). The Board is also composed of Directors with different local and international cultural backgrounds and work experience. | |
Principles | Reporting Questions | Explanation on application or deviation |
The Company's Management Team is similarly composed of a good mix of gender, age, cultures, skills, and work experience. The team is made up of nine members with three of them being women. | ||
iii) Are there directors holding concurrent directorships? Yes/No If yes, state names of the directors and the companies? | Yes, some Board Directors held concurrent directorships in other companies as follows: 1. Mr. Asue IGHODALO
2. Mrs. Ndidi NWUNELI a.Sahel Consulting (Managing Partner); b.LEAP Africa (Founder); c.African Food Changemakers (Executive Chair); d.Rockefeller Foundation; e.Godrej Consumer Products India; f. BridgeSpan Group; g.Alliance for a Green Revolution in Africa; and h.Nigerian Economic Summit Group. 3. Mrs. Ifueko OMOIGUI OKAURU a. PZ Cussons Nigeria Plc (Chairperson); b.Compliance Professionals Plc (Managing Partner); c.ReStraL Ltd (Founder);and d.MTN Nigeria Communications Plc.
6. Mr. Bernardus WESSELS BOER
| |
iv) Is the MD/CEO or an Executive Director a chair of any Board Committee? Yes/No If yes, provide Committees. thenamesofthe | No. The MD/CEO and the Finance Director (both Executive Directors) are not members of any Board Committee. | |
Principle 3: Chairman "The Chairman is responsible for providing overall leadership of the Company and the Board, and eliciting the constructive participation of all Directors to facilitate effective direction of the Board" | i)Is the Chairman a member or chair of any of the Board Committees? Yes/no If yes, list them. | No. The Chairman is neither a member nor a Chair of any of the Board Committees. |
ii)At which Committee meeting(s) was the Chairman in attendance during the period under review? | The Chairman did not attend any Board Committee meeting during the period under review. | |
iii) Is the Chairman an INED or a NED? | The Chairman is a Non-Executive Director. | |
iv) Is the Chairman a former MD/CEO or ED of the Company? Yes/No If yes, when did his/her tenure as MD end? | No. The Chairman is not a former MD/CEO or Executive Director of the Company. | |
v) When was he/she appointed as Chairman? | He was appointed the Chairman of the Board of Directors effective 1st May 2023. | |
Principles | Reporting Questions | Explanation on application or deviation |
vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No If yes, specify which document | Yes, the Chairman's roles and responsibilities are contained in the 'Profile of the Board Chairman' approved by the Board in April 2021. | |
Principle 4: Managing Director/ Chief Executive Officer "The Managing Director/Chief Executive Officer is the head of management delegated by the Board to run the affairs of the Company to achieve its strategic objectives for sustainable corporate performance" | i)Does the MD/CEO have a contract of employment that sets out his authority and relationship with the Board? Yes/No If no, in which documents is it specified? | Yes. The MD has a contract of employment. The authority and relationship of the MD/CEO with the Board is further set out in the Board-approved Delegation of Authority Framework or Matrix ("Authority Matrix") which is incorporated in the Board's Charter. The MD/CEO has the authority to take decisions on:
Other responsibilities of the MD/CEO and the Management Team are also set out in the Executive Committee ("ExCo") Charter updated by the Board in July 2021. |
ii)Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter, and as they occur? Yes/No | Yes. The MD/CEO made a declaration (No conflict of interest) when he was appointed on 31st July 2021. He also completes an annual disclosure of interest form at the end of each year. He is also required to disclose any conflicts as they occur. | |
iii)Which of the Board Committee meetings did the MD/CEO attend during the period under review? | In line with the Risk Management & Ethics Committee ("RMEC") Charter, he mandatorily attends the meetings of the RMEC on Risk Management matters. | |
iv)Is the MD/CEO serving as NED in any other company? Yes/no. If yes, please state the company (ies)? | Yes. The MD/CEO serves as the Chairman/Trustee of the The-Nigerian Breweries - Felix Ohiwerei Education Trust Fund and Chairman of the Board of Progress Trust (CPFA) Limited. | |
v)Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No | Yes. Progress Trust (CPFA) Limited is a wholly owned subsidiary of Nigerian Breweries Plc and was formed with the approval of the Board. The Board of Nigerian Breweries approves the reconstitution of the Board of Trustees on an annual basis. | |
Principle 5: Executive Directors Executive Directors support the Managing Director/Chief Executive Officer in the operations and management of the Company | i)Do the EDs have employment? Yes/nocontractsof | Yes. The two EDs on the Board of Nigerian Breweries have contracts of employment with the Company. |
ii)If yes, do the contracts of employment set out the roles and responsibilities of the EDs? Yes/No If no, in which document are the roles and responsibilities specified? | Yes. Their contracts of employment state their position as EDs while their roles and responsibilities are set out in their respective Job Descriptions. Further, their roles and responsibilities as part of the Management Team/ExCo are set out in the ExCo Charter. | |
iii)Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | Yes. The EDs declare any conflict of interest at the point of appointment. In line with the Company's Policy on Conflicts of Interest, they also complete an annual disclosure of interest form as well as disclose any conflict as it occurs. | |
iv)Are there EDs serving as NEDs in any other company? Yes/No If yes, please list | Yes. Mr. Bernardus A. Wessels Boer (Finance Director) serves on the Board of: | |
Principles | Reporting Questions | Explanation on application or deviation |
Mr. Hans Essaadi (Managing Director/CEO) serves as: (a) Chairman and a Trustee of The Nigerian Breweries - Felix Ohiwerei Education Trust Fund (an Incorporated Breweries Plc). Trustee set up by Nigerian (b) Chairman of the board of directors of Progress Trust (CPFA) limited (a wholly owned subsidiary of Nigerian Breweries Plc). | ||
v)Are their memberships in these companies in line with Board-approved policy? Yes/No | Yes. The companies/entities are fully owned by Nigerian Breweries Plc and was set up by the Board which also authorized the EDs to be members of those entities. With particular reference to the Nigerian Breweries -Felix Ohiwerei Education Trust Fund, the Board of Nigerian Breweries Plc reconstitutes the Board of Trustees on an annual basis. | |
Principle 6: Non-Executive Directors Non-Executive Directors bring to bear their knowledge, expertise and independent judgment on issues of strategy and performance on the Board | i)Are the roles and responsibilities of the NEDs clearly defined and documented? Yes/No If yes, where are these documented? | Yes, their roles and responsibilities are contained in their letters of appointment, the Board Charter, and the Company's Articles of Association. The Board Charter states their roles and responsibilities to include:
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ii)Do the NEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No | Yes. The appointment letters of NEDs specify their duties, liabilities, and terms of engagement. | |
iii)Do the NEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | Yes. NEDs declare conflict of interest on appointment, annually and as they occur. | |
iv)Are NEDs provided with information relating to the management of the company and on all Board matters? Yes/No If yes, when is the information provided to the NEDs | Yes. Monthly Management Flash Reports and Scorecards are sent to NEDs. Further, Board packs are sent to Board Directors on a quarterly basis ahead of Board meetings. The Board pack contains Financial Statements, Business Updates and generally, details of Management's activities in addition to other Board matters. | |
v)What is the process of ensuring completeness and adequacy of the information provided? | Completeness and adequacy of information provided to the Board are ensured through standardization of information provided with NEDs having the opportunity to ask questions and seek for clarity. The Chairman is responsible for determining the agenda items for the Board meetings. Other NEDs are |
decisions on the strategic direction of the
Accountabilityandresponsibilityforthe
Principles | Reporting Questions | Explanation on application or deviation |
also encouraged to submit any item for inclusion on the agenda. Information required for each meeting is prepared by the Management Team (in the form of Board papers, memos, and presentations) and shared ahead of each meeting. Robust discussions are held at Board meetings on the information provided and Directors have the opportunity to seek clarification or make further enquiries. Directors may make requests for more information before, during or after meetings. | ||
vi)Do NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor? Yes/No | Yes. NEDs have unrestricted access to the EDs, the Company Secretary, the Internal Auditor and other members of the Management Team. | |
Principle 7: Independent Non-Executive Directors Independent Non-Executive Directors bring a high degree of objectivity to the Board for sustaining stakeholder trust and confidence" | i)Do the INEDs meet the independence criteria prescribed under Section 7.2 of the Code? Yes/No | Yes. The Company's Independent Directors meet the criteria as set out in S. 7.2 of the NCCG. |
ii)Are there any exceptions? | There are no exceptions. | |
iii)What is the process of selecting INEDs? | This is contained in the 'Procedure for the Appointment of Directors' which was approved by the Board in October 2020.
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iv)Do the INEDs have letters of appointment specifying their duties, liabilities, and terms of engagement? Yes/No | Yes. The roles, responsibilities, liabilities, and terms of engagement are set out in their letters of appointment as NEDs, not specifically as INEDs. Their INEDs roles are set out in the NCCG and are incorporated in the Board's Charter. |
Annual General
Principles | Reporting Questions | Explanation on application or deviation |
v)Do the INEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No | Yes. The INEDs declare any conflict of interest they may have on appointment. They also complete an annual disclosure of interest form. The INED is further required to disclose any conflict as they occur. | |
vi)Does the Board ascertain and confirm the independence of the INEDs? Yes/No If yes, how often? What is the process? | Yes. Their independence is verified at least once a year. At the end of the financial year, the Company Secretary reviews the status of each Director to confirm the Board's compliance with the guideline provided in Principle 7.2 of the NCCG. The independence status of each Director is captured in the Annual Report for the year, which is approved by the Board. | |
vii) Is the INED aShareholderofthe Company? Yes/NoIf yes, what is shareholding? thepercentage | Yes. One out of the three INEDs of the Company is a Shareholder of the Company: Mrs. Adeyinka Aroyewun holds 52,108 shares (0.0005% of the Company's paid up capital). | |
viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding? Yes/No If yes, provide details. | No other relationship exists between the INEDs and the Company. | |
ix) What are the components of INEDs remuneration? | Their remuneration is composed of Directors' Fees, Sitting Allowances, Holiday Allowances and costs of two return tickets (overseas). Same as other NEDs. | |
Principle 8: Company Secretary "The Company Secretary support the effectiveness of the Board by assisting the Board and management to develop good corporate governance practices and culture within the Company" | i) Is the Company Secretary in-house or outsourced? | The Company Secretary is in-house (employee of the Company). |
ii) What is the qualifications and experience of the Company Secretary? | Qualifications: LL.B, BL and a Fellow of the Institute of Chartered Secretaries & Administrators. Experience: The Company Secretary started his legal career in 1995 when he joined the Lagos-based law firm of David Garrick & Co. culminating into a seven-year career in private practice. He thereafter joined Nigerian Breweries in 2003 as its Legal Affairs Manager and became the Company Secretary/Legal Adviser in 2008. Effective January 2019, he became the Company Secretary/Legal Director of the Company. | |
iii) Where the Company Secretary is an employee of the Company, is the person a member of senior management? | Yes. The Company Secretary is a member of the Management Team of the Company. He is also the Director in charge of the legal function. | |
iv) Who does the Company Secretary report to? | He reports administratively to the Managing Director and functionally to the Board through the Chairman. | |
v) What is the appointment and removal process of the Company Secretary? | The Companies and Allied Matters Act ("CAMA") guides the appointment and removal process of the Company Secretary. The Company Secretary was appointed by the Board effective January 2008. The removal process is in line with the extant provisions of CAMA and the NCCG. | |
vi) Who undertakes and approves the performance appraisal of the Company Secretary? | The Board and the MD/CEO undertake and approve the performance of the Company Secretary. His performance appraisal is carried out as part of the annual Board evaluation and employee appraisal processes. | |
Principle 9: Access to Independent Advice | i) Does the company have a Board-approved policy that allows directors access to independent professional advice in the discharge of their duties? Yes/No | Yes. The Board and Board Committee Charters provide for Directors' access to independent professional advice as they may require. |
Principles | Reporting Questions | Explanation on application or deviation |
"Directors are sometimes required to make decisions of a technical and complex nature that may require independent expertise" external | If yes, where is it documented? | |
ii) Who bears the cost for the independent professional advice? | The Company bears the cost of any independent professional advice required by the Board. | |
iii) During the period under review, did the Directors obtain any independent professional advice? Yes/No If yes, provide details. | Yes. The Directors received independent advice from Ernst & Young on an intercompany loan transaction, and from KPMG Professional Services on an acquisition transaction. | |
Principle 10: Meetings of the Board "Meetings are the principal vehicle for conducting the business of the Board and successfully fulfilling the strategic objectives of the Company" | i) What is the process for reviewing and approving minutes of Board meetings? | Minutes of Board meetings are prepared and shared with the Directors ahead of its next meeting. After review and adoption by the Board, the Chairman and Company Secretary sign off the approved Minutes. The Company Secretary ensures the safekeeping of the Minutes in the Company's Minutes Book for future reference. |
ii) What are the timelines for sending the minutes to Directors? | Board papers (which include Minutes of the last meeting) are made available to Directors a week ahead of the Board meeting. | |
iii) What are the implications for Directors who do not meet the Company policy on meeting attendance? | Attendance at Board meetings is a key performance indicator for a director's re-election. | |
Principle 11: Board Committees "To ensure efficiency and effectiveness, the Board delegates some of its functions, duties and responsibilities to well-structured committees, without abdicating its responsibilities" | i) Do the Board Committees have Board-approved Charters which set out their responsibilities and terms of reference? Yes/No | Yes. The Board approves committees' charters and the charters set out each committee's roles, responsibilities and terms of reference. The Risk Management & Ethics Committee Charter, The Governance Committee Charter and (Statutory) Audit Committee Charter were reviewed and approved in October 2023. |
ii) What is the process for reviewing and approving minutes of Board Committee of meetings? | Minutes of meetings are prepared and shared with Committee members ahead of its next meeting. The Minutes are reviewed and approved by Committee members. Thereafter the Committee's Chair and Company Secretary sign off the approved Minutes. The Company Secretary ensures the safekeeping of the Minutes for future reference. | |
iii) What are the timelines for sending the minutes to the directors? | At least a week before the next meeting. | |
iv) Who acts committees? asSecretarytoboard | The Company Secretary and/or his nominee act as Secretary to the Board Committees. | |
v) What Board Committees are responsible for the following matters?
| Please find below the responsibilities: Responsibilities/matters NB Board Committee Nomination and Governance Governance Committee Remuneration Governance Committee Audit* Audit Committee Risk Management Risk Management and Ethics Committee * The Audit Committee is not a Board Committee but the Statutory Audit Committee. | |
vi) What is the process of appointing the chair of each committee? | The Board of Directors appoints the Chairs of the Board Committees. |
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NB - Nigerian Breweries plc published this content on 27 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 March 2024 10:27:03 UTC.
