Aluminium Extrusion Industries : IND. PLC.-COMPLIANCE REPORT WITH THE NCCG

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	ALUMINIUM EXTRUSION INDUSTRIES PLC
ii.	Date of Incorporation	October 26, 1982
iii.	RC Number	RC: 50400
iv.	License Number	Not Applicable
v.	Company Physical Address	Km 4, Atta-Amaimo Road, Inyishi, Owerri, Imo State
vi.	Company Website Address	www.alexnigeria.com
vii.	Financial Year End	31st December
viii.	Is the Company a part of a Group/Holding Company? Yes/No If yes, please state the name of the Group/Holding Company	No
ix.	Name and Address of Company Secretary	DCSL Corporate Services Limited: 235 Ikorodu Road, Ilupeju, Lagos
x.	Name and Address of External Auditor(s)	Madu, Onyekwena & Co; 11, Birabi Street, GRA Phase 1, Portharcout, Rivers State
xi.	Name and Address of Registrar(s)	GTL Registrars Limited, 274, Murtala Mohammed Way, ALagomeji, Yaba, Lagos
xii.	Investor Relations Contact Person (E-mail and Phone No.)	[e-mail] 07059872478
xiii.	Name of the Governance Evaluation Consultant	Prosec Partner
xiv.	Name of the Board Evaluation Consultant	Prosec Partner

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, NED, ED)	Gender	Date First Appointed/ Elected	Remark
1.	Dr. Pascal Dozie, CON	Chairman	Male	December 10, 1999
2.	Dr. John Nwaiwu, FPSN	Independent Non-Executive Director	Male	September 15, 2006
3.	Chief (Barr.) Peter Mgbewelu	Non-Executive Director	Male	September 28, 2001
4.	Mr. Veeraraghavan Ganesh	Managing Director	Male	November 20, 2014
5.	Chief Dr. Jinesh Dugad	Non-Executive Director	Male	September 20, 2023
6.	Mr. Rakesh Shah	Non-Executive Director	Male	September 20, 2023

6. Attendance at Board and Committee Meetings:

S/No.	Names of Board Members	No. of Board Meetings Held in the Reporting Year	No. of Board Meetings Attended in the Reporting Year	Membership of Board Committees	Designation (Member or Chairman)	Number of Committee Meetings Held in the Reporting Year	Number of Committee Meetings Attended in the Reporting Year
1.	Dr. Pascal Dozie, CON	3	3	None	Chairman	Not Applicable	Not Applicable
2.	Dr. John Nwaiwu	3	3	3	Member	2	2
3.	Chief (Barr.) Peter Mgbewelu	3	3	3	Member	2	2
4.	Mr. Veeraraghavan Ganesh	3	3	2	Member	2	2
5.	Chief Dr. Jinesh Dugad	1	1	None	Member	NA	NA
6.	Mr. Rakesh Shah	1	1	None	Member	NA	NA

Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.	Names	Position Held	Gender
1.	Mr. Veeraraghavan Ganesh	MD/CEO	Male
2.	Sir. Levi Amaihe	Commercial Manager	Male
3.	Engr. G. C. Orji	Maintenance Manager	Male
4.	Mr. Peter C. Ejimadus	Accounts Manager	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 Charter was last reviewed in 2018.
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 are professionals with diverse skills and wealth of experience. The Chairman of the Board is a holder of BSC in Economics from The London School of Economics and master's degree in Administrative Science from City University. He was once the Chairman of the defunct Diamond Bank and once the President of the Nigerian Stock Exchange. The other Directors have required competences and experience for the position of Board members.
ii) Does the company have a Board-approved diversity policy? Yes/No If yes, to what extent have the diversity targets been achieved?	No. Management is making effort to put the policy place.
iii) Are there directors holding concurrent directorships? Yes/No If yes, state names of the directors and the companies?	None
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.	No. The MD is not a member of any of the Board Committees.
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 not a member of any Board Committees.
ii)At which Committee meeting(s) was the Chairman in attendance during the period under review ?	None.
iii) Is the Chairman an INED or a NED?	The Chairman is a NED
iv) Is the Chairman a former MD/CEO or ED of the Company? Yes/No	No
Principles	Reporting Questions	Explanation on application or deviation
If yes, when did his/her tenure as MD end?
v) When was he/she appointed as Chairman?	1999
vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No If yes, specify which document	Yes Board Charter
Principle Director/ Officer 4: Chief Managing Executive "The ManagingDirector/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 which sets out his authority and relationship with the Board? Yes/No If no, in which documents is it specified?	Yes. The Board Charter also contains his scope of authority and relationship with the Board.
ii)Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	No
iii)Which of the Board Committee meetings did the MD/CEO attend during the period under review?	The Audit Committee Meeting. Though not a member of the Committee but was in attendance.
iv)Is the MD/CEO serving as NED in any other company? Yes/no. If yes, please state the company(ies)?	No
v)Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No	NA
Principle Directors 5:Executive Executive Directors support the Managing Director/Chief Executive Officer in the operations and management of the Company	i)Do the EDs have contracts of employment? Yes/no	Yes.
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.
iii)Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes
iv)Are there EDs serving as NEDs in any other company? Yes/No If yes, please list	No
v)Are their memberships in these companies in line with Board-approved policy? Yes/No	NA
Principle Directors 6:Non-Executive 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. The roles and responsibilities are documented in the Board Charter
ii)Do the NEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No	Yes
iii)Do the NEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes
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. They are provided with information relating to the management of the company and on all Board matters quarterly.
v)What is theprocess ofcompleteness and information provided? adequacyensuring of the	Feedbacks and questions are sought for and received from the NEDs towards ensuring completeness of the information.
Principles	Reporting Questions	Explanation on application or deviation
vi)Do NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor? Yes/No	Yes
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
ii)Are there any exceptions?	No
iii)What is the process of selecting INEDs?	By the Board through a rigorous nomination and selection process, including meeting of specified criteria by the candidate
iv)Do the INEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No	Yes
v)Do the INEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes
vi)Does the Board ascertain and confirm the independence of the INEDs? Yes/No If yes, how often? What is the process?	Yes. Board obtains confirmations on this periodically Review of the activities of the INED through the deployment of questionnaire
vii) Is the INED a Shareholder of the Company? Yes/No If yes, what is the percentage shareholding?	No
viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding? Yes/No If yes, provide details.	No
ix)What are the remuneration? componentsofINEDs	The components are the only sitting allowance and recompence for transport expense
Principle Secretary 8:Company "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?	Outsourced
ii) What is the qualification and experience of the Company Secretary?	A firm of qualified and experienced legal practitioners
iii) Where the Company Secretary is an employee of the Company, is the person a member of senior management?	NA
iv) Who does the Company Secretary report to?	The Board of Directors
v) What is the appointment and removal process of the Company Secretary?	The appointment and removal are conducted by the Board through a rigorous process.
vi) Who undertakes and approves the performance appraisal of the Company Secretary?	The Board of Directors
Principle 9: Access Independent Advice to "Directors are sometimes required to make decisions of a technical and complex nature that may require independent expertise" external	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 If yes, where is it documented?	Yes Not documented
ii) Who bears the cost for the independent professional advice?	The Company, Aluminium Extrusion Company Plc
iii) During the period under review, did theDirectors obtain any professional advice? Yes/No independent	No
Principles	Reporting Questions	Explanation on application or deviation
If yes, provide details.
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 the Board meetings are reviewed by the Board at subsequent meetings and signed off by the Company Secretary and the Chairman.
ii) What are the timelines for sending the minutes to Directors?	Two weeks after the Board meeting
iii) What are the implications for Directors who do not meet the Company policy on meeting attendance?	No Director has failed to meet the company's policy on meeting attendance
Principle Committees 11:Board "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
ii) What is the process for reviewing and approving minutes of Board Committee of meetings?	The draft Minutes are sent to the Committee members ahead, then reviewed and approved at subsequent Committee meetings by the Committee. The approved Minutes are signed by the Company Secretary and the Committee Chairman
iii) What are the timelines for sending the minutes to the directors?	Two Weeks after the Committee Meeting
iv) Who acts as Secretary to board committees?	The Company Secretary, DCSL Corporate Services Ltd
v) What Board Committees are responsible for the following matters? a) Nomination and Governance b) Remuneration c) Audit d) Risk Management	The Company has the following Board Committees based on the size of the Board, needs and industry requirements of the Company: • Statutory Audit Committee • Community Relations Committee • Risk Management Committee
vi) What is the process of appointing the chair of each committee ?	The Chair of each Committee is appointed by the Board at the Board Meeting.
Committee responsible for Nomination and Governance
vii) What is the proportion of INEDs to NEDs on the Committee responsible for Nomination and Governance?	1 INED to 2 NEDS
viii) Is the chairman of the Committee a NED or INED ?	The chairman of the committee is a NED
ix) Does the Company have a succession plan policy? Yes/No If yes, how often is it reviewed?	Yes. It is reviewed quarterly
x) How often are Board and Committee charters as well as other governance policies reviewed?	Annually
xi) How does the committee report on its activities to the Board?	The Committee sends its reports to the Board
Committee responsible for Remuneration
xii) What is the proportion of INEDs to NEDs on the Committee responsible for Remuneration?	1 INED to 2 NEDS
xiii) Is the chairman of the Committee a NED or INED ?	The Chairman of the Committee is a NED
Principles	Reporting Questions	Explanation on application or deviation
Committee responsible for Audit
xiv) Does the Company have a Board Audit Committee separate from the Statutory Audit Committee? Yes/No	Yes
xv) Are members of the Committee responsible for Audit financially literate? Yes/No	Yes
xvi) What are experience? theirqualificationsand	Most of the members are financially literate
xvii) Name the financial expert(s) on the Committee responsible for Audit	Mr. Ndubuisi F. Adioha
xviii) How often does the Committee responsible for Audit review the internal auditor's reports?	Quarterly
xix) Does the Company have a Board approved internal control framework in place? Yes/No	Yes
xx) How does the Board monitor compliance with the internal control framework?	The Board monitors the internal control framework through the Risk Management Committee.
xxi) Does the Committee responsible for Audit review the External Auditors management letter, Key Audit Matters and management response to issues raised? Yes/No Please explain.	Yes
xxii) Is there a Board-approved policy that clearly specifies the non-audit services that the external auditor shall not provide? Yes/No	Yes. It is specified in the Audit Charter.
xxiii) How many times did the Audit Committee hold discussions with the head of internal audit function and external auditors without the management during the period under review?	Audit Committee did not hold discussion with the Head of Internal Audit without Management but held two meetings with the External Auditor without Management during pre- and post-Audit meeting.
Committee responsible for Risk Management
xxiv)Is the Chairman of the Risk Committee a NED or an INED?	The chairman of the Risk Committee is a NED
xxv) Is there a Board approvedRisk Management framework? Yes/No? If yes, when was it approved?	Yes
xxvi)How often does the Committee review the adequacy and effectiveness of the Risk Management Controls in place? Date of last review	Twice a year March 2023
xxvii) Does the Company have a Board-approved IT Data Governance Framework? Yes/No If yes, how often is it reviewed?	No. The Company is making efforts to have it in place.
xxviii) How often does the Committee receive and review compliance report on the IT Data Governance Framework?	There is no IT Data Governance Framework. The Company is making efforts to put one in place
xxix) Is the Chief Risk Officer (CRO) a member of Senior Management and does he have relevant experience for this role? Yes/No	Yes
Principles	Reporting Questions	Explanation on application or deviation
xxx) How many meetings of the Committee did the CRO attend during the period under review?	One meeting
Principle 12: Appointment to the Board "A written, clearly defined, rigorous, formal and transparent procedure serves as a guide for the selection of Directors to ensure the appointment of high-quality individuals to the Board"	i) Is there a Board-approved policy for the appointment of Directors? Yes/No	Yes
ii) What criteria appointment? areconsideredfortheir	Existing Board's strengths and weakness, and required skills and experience
iii) What is the Board process for ascertaining that prospective directors are fit and proper persons?	Yes
iv)Is there a defined tenure for the following: a) The Chairman b) The MD/CEO c) INED d) NED e) EDs	No
v) Please state the tenure	No defined tenure
vi) Does the Board have a process to ensure that it is refreshed periodically? Yes/No?	Yes. By regular Board training and evaluation
Principle 13: Induction and Continuing Education "A formal induction programme on joining the Board as well as regular training assists Directors to effectively discharge their duties to the Company"	i) Does the Board have a formal induction programme for new directors? Yes/No	Yes
ii) During the period under review, were new Directors appointed? Yes/No If yes, provide date of induction.	Yes
iii) Are Directors provided relevant training to enable them effectively discharge their duties? Yes/No If yes, provide training details.	Yes. Training on Corporate Governance
iv) How do you assess the training needs of Directors?	Through individual assessment, peer review and recommendations and upon release of new laws and policies
v) Is there a Board-approved training plan? Yes/No	Yes
vi) Has it been budgeted for? Yes/No	Yes
Principle 14: Board Evaluation "Annual Board evaluation assesses how each Director, the committees of the Board and the Board are committed to their roles, work together and continue to contribute effectively to the achievement of the Company's objectives"	i) Is there a Board-approved policy evaluating Board performance? Yes/No for	Yes
ii) For the period under review, was there any Board Evaluation exercise conducted? Yes/No	No
iii) If yes, indicate whether internal or external. Provide date of last evaluation.	NA
iv) Has the Board Evaluation report been presented to the full Board? Yes/No If yes, indicate date of presentation.	NA
v) Did the Chairman discuss the evaluation report with the individual directors? Yes/No	NA
vi) Is the result of the evaluation for each Director considered in the re-election process? Yes/No	NA
Principle 15: Corporate Governance Evaluation	i) For the period under review, has the Company conducted a corporate governance evaluation? Yes/No	Yes
Principles	Reporting Questions	Explanation on application or deviation
"Institutionalizing a system for evaluating the Company's corporate governance practices ensures that its governance standards, practices and processes are adequate and effective"	If yes, provide date of the evaluation.
ii) Is the result of the Corporate Governance Evaluation presented and considered by the Board? Yes/No	Yes
iii) If yes, please indicate the date of last presentation.	Yes
iv) Is the summary of the Corporate Governance Evaluation included in the annual reports and Investors portal? Yes/No	Yes
Principle 16: Remuneration Governance "The Board ensures that the Company remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term"	i) Is there a Board-approved remuneration policy? Yes/No Directors' If yes, how often is it reviewed?	Yes
ii) Provide details of directors' fees, allowances and all other benefits paid to them during the period under review	The sitting allowance per Director is N75,000, Chairman is N100,000 in addition to transportation Allowance
iii) Is the remuneration of NEDS presented to shareholders for approval? Yes/No If yes, when was it approved?	Yes
iv) What portion of the NEDs remuneration is linked to company performance?	None
v) Is there a Board-approved remuneration policy for Executive and Senior management? Yes/No If yes, to what extent is remuneration linked to company performance?	Yes (for the Executive)
vi) Has the Board setKPIsforExecutive Management? Yes/No	Yes
vii) If yes, was the performance measured against the KPIs? Yes/No	Yes
viii) Do the MD/CEO, EDs and Secretary receive a sitting and/or directors' fees? Yes/No Company allowance	No
ix) Which of the following receive allowance and/or fees: sitting a. MD/CEO b. ED c. Company Secretary d. Other Senior management staff	None
x) Is there a Board-approved clawback policy for Executive management? Yes/No If yes, attach the policy.	No
Principle Management 17:Risk "A sound framework for managing risk and ensuring an effective internal control system is essential for achieving the strategic objectives of the Company"	i) Has the Board defined the company's risk appetite and limit? Yes/No	Yes
ii) How often does the company conduct a risk assessment?	Annually
iii) How often does the board receive and review risk management reports?	At every of the meetings by the Committee in charge of risk
Principle 18: Internal Audit	i) Does the company have an Internal Audit function? Yes/No	Yes

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