BERGER PAINTS NIGERIA : 2021 COMPLIANCE REPORT - NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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 recognizes 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				Berger Paints Nigeria Plc
ii.		Date of Incorporation				January 9, 1959
iii.		RC Number				1837
iv.		License Number				L.0153
v.		Company Physical Address		102 Oba Akran Avenue, Ikeja
							Industrial Estate, Lagos
vi.		Company Website Address		www.bergerpaintsnig.com
vii.		Financial Year End				December 31, 2021
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		Ayokunle Ayoko, 102, Oba Akran
							Avenue, Ikeja Lagos
x.		Name and Address of External Auditor(s)		KPMG Professional Services. KPMG
							Tower, Bishop Aboyade Cole Street,
							Victoria Island, Lagos.
xi.		Name and Address of Registrar(s)		Meristem Registrars and Probate
							Services Limited. 213, Herbert
							Macaulay Way, Adekunle, Yaba,
							Lagos State.
xii.		Investor Relations Contact Person		[e-mail]
		(E-mail and Phone No.)		[phone]
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		Designation		Gender	Date First Appointed/		Remark
		Members		(Chairman, MD, INED, NED,			Elected
				ED)
1		Abi Ayida		Chairman		Male	December 14, 1999
2		Kunle Olowokande		Non-Executive Director		Male	July 17, 2014.
3		Raj Mangtani		Non-Executive Director		Male	July 17, 2014.
4		Ogechi Iheanacho		Non-Executive Director		Female	December 15, 2020
5		Erejuwa Gbadebo		Independent Non-		Female	January 28, 2021
				Executive Director
6		Aisha Umar		Independent Non-		Female	January 28, 2021
				Executive Director
7		Olusegun Adeniji		Independent Non-		Male	February 17, 2021
				Executive Director

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

2. Attendance at Board and Committee Meetings:

S/No.	Names of	No. of	No. of	Members	Designation	Number of		Number of
	Board	Board	Board	hip of	(Member or	Committee		Committee
	Members	Meetings	Meetings	Board	Chairman)	Meetings		Meetings
		Held in the	Attended in	Committe		Held in the		Attended in the
		Reporting	the	es		Reporting		Reporting Year
		Year	Reporting			Year
			Year
1.	Mr. Abi	7	7	-	Board Chairman	--		-
	Ayida
2.	Mr. Kunle	7	7	3	Finance and General	4	4
	Olowokan				Purpose Committee
	de				(Chair)
					Establishment,	5	3 (representing
						100% attendance
					Remuneration and
						as he was no
					Governance
						longer a member
					Committee(Member)
						of the committee
							on the remaining
							two occasions)
					Audit, Strategy and	5	5
					Risk Management
					Committee
					(Member)
3.	Mr. Raj	7	7	3	Finance and General	4	2 (representing
	Mangtani				Purpose		100% attendance
					Committee(Member)		as he was not yet
							appointed on
							remaining two
							occasions)
					Establishment,	5	5
					Remuneration and
					Governance
					Committee
					(Member)
					Audit, Strategy and	5	3 (representing
					Risk Management		100% attendance
					Committee		as he was no
					(Member)		longer a member
							of the committee
							on the remaining
							two occasions)
4.	Mrs.	7	7	3	Finance and General	4		2 (representing
	Ogechi				Purpose Committee			100% attendance
	Iheanacho				(Member)			as she was no
								longer member of
								the committee on
								remaining two
								occasions)
					Establishment,	5		2 (representing
						100% attendance
					Remuneration, and
							as she was not
					Governance
							yet appointed on
					(Member)
							the remaining
								three occasions)
					Audit Strategy and	5		5
					Risk Management
					(Chair)
5.	Mrs.	7	6	2	Establishment,	5		2 (representing
	Erejuwa				Remuneration and			100% attendance
	Gbadebo				Governance			as she was not
								yet appointed on

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

S/No.	Names of	No. of	No. of	Members	Designation	Number of		Number of
	Board	Board	Board	hip of	(Member or	Committee		Committee
	Members	Meetings	Meetings	Board	Chairman)	Meetings		Meetings
		Held in the	Attended in	Committe		Held in the		Attended in the
		Reporting	the	es		Reporting		Reporting Year
		Year	Reporting			Year
			Year
					Committee			the remaining
					(Chairperson)	5		three occasions)
					Audit, Strategy and			4 (representing
					Risk Management			100% attendance
					Committee(Member)			as she was not
								yet appointed on
								the remaining
								occasion)
6.	Mrs. Aisha	7	5	2	Establishment,	5		3 (not yet
	Umar				Remuneration and			appointed on one
					Governance			occasion)
					Committee
					(Member)
					Finance and General	4		1 (not yet
					Purpose Committee			appointed on one
					(Member)			occasion)
7.	Mr.	7	6	1	Audit, Strategy and	5		4 (representing
	Olusegun				Risk Management			100% as he was
	Adeniji				Committee			not yet appointed
					(Member)			on the other
								occasion)

Section D - Details of Senior Management of the Company

1. Senior Management:

S/N	Names	Position Held	Gender
1	Mr. Adeyemi Adetomiwa	Ag. Managing Director	Male
2	Mrs Pheobe Onyinye Obi	Chief Financial Officer	Female
3	Mr. Dominic Oladeji	Head of Marketing and Strategy	Male
4	Mr. Aminu Sumaila	Head of Sales	Male
5	Mr. Ayokunle Ayoko	Company Secretary & Legal Adviser	Male
6	Mr. Henshaw Nwaorgu	Head of Manufacturing	Male
7	Mrs. Ronke Olajubu	Head of Technical	Female
8	Mrs Olayinka Osikomaiya	Head of Internal Control, Compliance and Risk Mgt.	Female
9	Mrs. Adedoyin Johnson	Finance Manager	Female
10	Mrs. Margaret Bassey	Head of Human Resources	Female
11	Yemi Daramola	Head, Internal Audit	Female

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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.
"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?	2020
Board which is responsible for
providing entrepreneurial and
strategic leadership as well as
promoting an 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	1.Mr. Abi Ayida - Bachelor's Degree in Economics
and Composition			of the directors?	(University of Minnesota, USA)
"The effective discharge of		Masters' Degree in Economics (Pennsylvania State
the	responsibilities	of	the		University, USA)
Board and its committees is		2. Mr. Raj Mangtani - Bachelor's degree in Commerce
assured by an appropriate
	(University of Bombay).
balance of skills and diversity
(including	experience	and		3. Mr. Kunle Olowokande - MA in International Finance.
gender)			without		Chartered Accountant.
compromising	competence,		4. Mrs. Ogechi Iheanacho - LLB, 9LLM (Commercial
independence and integrity "
							and Corporate Law), ICSA UK.
							5. Mrs. Erejuwa Gbadebo - BSc, MSc Architecture,
							(University of Jos)
							6. Mrs. Aisha Umar- LLB, LLM
							7. Mr. Olusegun Adeniji - BA /MA in Economics-
							(Pembroke College, Cambridge University )
						ii) Does the company have a Board-approved	Yes.
						diversity policy? Yes/No
						If yes, to what extent have the diversity targets	The Board has appointed 3 new Female Directors in
						been achieved?
						January 2021 - thus operating a 55-45% gender
							balance.

1. Are there directors holding concurrent Yes. directorships? Yes/No

If yes, state the names of the directors and the	HARMONY TRUST & INVESTMENT COMPANY LTD -
companies?
Ogechi Iheanacho
	REGAL INVESTMENTS COMPANY LTD- Ogechi
	Iheanacho
	PROPOSE DESIGN AND IMPLEMENT (PDI)LTD- Erejuwa
	Gbadebo
	TECHNOFUTURE NIGERIA LTD- Olusegun Adeniji
	JUREWA INVESTMENTS LTD -	Abi Ayida
	ALEMAJE AND COMPANY LIMITED - Abi Ayida
	RECLYCLAN HOLDINGS LIMITED - Abi Ayida

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018