BUA FOODS : BUA FOODS PLC COMPLIANCE REPORT WITH NCCG 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 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			BUA FOODS PLC
	ii.	Date of Incorporation			13th April 2005
	iii.	RC Number			621320
	iv.	License Number			Same as RC Number
	v.	Company Physical Address		3rd floor, BUA Towers, PC 32 Churchgate
					Street, Victoria Island, Lagos
	vi.	Company Website Address		www.buafoodsplc.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	BUA GROUP
		Company
	ix.	Name and Address of Company Secretary		Oluseye Alayande (Mrs),
					3rd Floor, BUA Towers, PC 32 Churchgate
					Street, Victoria Island, Lagos
	x.	Name and Address of External Auditor(s)		PricewaterhouseCoopers Chartered
					Accountants, Landmark Towers, 5B Water
					Corporation Road, Victoria Island, Lagos,
					Nigeria,
	xi.	Name and Address of Registrar(s)		Africa Prudential Plc,
					220B Ikorodu Road, Palmgrove,
					Lagos
	xii.	Investor Relations Contact Person
		(E-mail and Phone No.)			Gabriel Fapojuwo
					BUA Foods Plc, 3rd Floor, BUA Towers, PC 32
					Churchgate Street, Victoria Island, Lagos,
					Nigeria
					[e-mail]
					[phone]
	xiii.	Name of the Governance Evaluation Consultant
	xiv.	Name of the Board Evaluation Consultant
	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	Abdul Samad Rabiu, CON	Chairman	M			26th November 2021
2	Ayodele Musibau Abioye	MD/CEO	M			26th November 2021
3	Abdulrasheed Olayiwola	ED/CFO	M			26th November 2021
4	Isyaku Naziru Rabiu*	ED	M			26th November 2021	Resigned
								17th August
								2022

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

5	Kabiru Rabiu	NED	M	26th November 2021
6	Chimaobi Madukwe	NED	M	26th November 2021
7	Finn Arnoldsen	NED	M	26th November 2021
8	Imran Rashid	NED	M	26th November 2021
9	Saratu A. Umar	INED	F	26th November 2021	Resigned
					19th July
					2022

2. Attendance at Board and Committee Meetings:

S/No.	Names of Board	No. of	No. of	Membership of	Designation	Number of	Number of
	Members	Board	Board	Board Committees	(Member or	Committee	Committee
		Meetings	Meetings		Chairman)	Meetings Held	Meetings
		Held in the	Attended			in the Reporting	Attended in
		Reporting	in the			Year	the Reporting
		Year	Reporting				Year
			Year
1	Abdul Samad	6	6	None	Chairman	N/A	N/A
	Rabiu,CFR, CON.
2	Ayodele Musibau	6	6	Risk Management	Member	4	4
	Abioye			Committee
				Finance and	Member	5	5
				General-Purpose
				Committee
3	Abdulrasheed	6	6			N/A	N/A
	Olayiwola
			Finance and	Member	5	5
				General-Purpose
				Committee
4	Isyaku Naziru Rabiu	6	4			N/A	N/A
	(Resigned 17th August
			Finance and	Member	5	3
	2022)
				General-Purpose
				Committee
5	Kabiru Rabiu	6	6	Finance and	Chairman	5	5
				General-Purpose
				Committee
				Establishment,	Member	5	5
				Governance &
				Remuneration
				Committee
6	Chimaobi Madukwe	6	6	Finance and	Member	5	5
				General-Purpose
				Committee
				Board Audit	Chairperson	4	4
				Committee
				Establishment,	Member	5	5
				Governance &
				Remuneration
				Committee
				Risk Management	Member	4	4
				Committee
				Statutory Audit	Member	2	2
				Committee

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

S/No.	Names of Board	No. of	No. of	Membership of	Designation	Number of	Number of
	Members	Board	Board	Board Committees	(Member or	Committee	Committee
		Meetings	Meetings		Chairman)	Meetings Held	Meetings
		Held in the	Attended			in the Reporting	Attended in
		Reporting	in the			Year	the Reporting
		Year	Reporting				Year
			Year
7	Finn Arnoldsen	6	6	Finance and	Member	5	5
				General-Purpose
				Committee
				Establishment,	Chairperson	5	5
				Governance &
				Remuneration
				Committee
				Board Audit	Member	4	4
				Committee
8	Imran Rashid	6	6	Risk Management	Chairperson	4	4
				Committee**
				Establishment,	Member	5	5
				Governance &
				Remuneration
				Committee
				Board Audit	Member	4	4
				Committee
				Statutory Audit	Member	2	2
				Committee
9	Saratu Umar (Resigned	6	3	Establishment,	Chairperson	5	2
	19th July 2022			Governance &	(Resigned 19th
				Remuneration	July 2022)
				Committee
				Board Audit	Chairperson		Nil
				Committee	(Resigned 19th
					July 2022)
				Risk Management	Member	4	2
				Committee	(Resigned 19th
					July 2022)

Section D - Details of Senior Management of the Company
1.	Senior Management:
S/No.		Names	Position Held	Gender
1		Ayodele Musibau Abioye	Managing Director/CEO	M
2		Abdulrasheed Olayiwola	Executive Director/CFO	M
3		Isyaku Naziru Rabiu	Executive Director	M
4		Oluseye Alayande	Company Secretary/Chief Legal	F
			Adviser
5		Godspower Sivwete	Plant Director, Sugar Division	M
6		Ashok Kumar	Division Director, Flour and Pasta	M
7		Labaran Saidu	Plant Director, LASUCO Operations	M
			Division
8		Aminu Abdullahi	General Manager, Rice	M
9		Liman Alim	General Manager, Sales Supply Chain	M
10		Adewunmi Desalu	Director, Marketing & Corporate	F
			Communications
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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?	The Board has a Charter and was last reviewed in
Board which is responsible for
	2022
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 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 "

1. What are the qualifications and experiences The Directors have experience in various fields such

of the directors?	as Business Economics, Industrial Company
	Management, food manufacturing, Project
	Engineering, Supplu Chain, Business Administration,
	Management Accounting, International Business
	Management, Corporate Strategy, Corporate
	Finance, Risk Management, Combustion
	Engineering, Banking including Board Management.
ii) Does the company have a Board-approved	Yes.
diversity policy? Yes/No	The Company has a mix of male and female
If yes, to what extent have the diversity targets
employees including few physically challenged
been achieved?
employees.
iii) Are there directors holding concurrent	Yes.
directorships? Yes/No	1.	Abdul	Samad	Rabiu:	BUA	International
If yes, state names of the directors and the
	Limited,	BUA	Group	Limited and BUA
companies?
	Cement Plc and other sister companies
		within the UA Group.
	2. Kabiru	Rabiu: BUA International Limited,
		BUA Group Limited, BUA Cement Plc, BUA
		Refinery and Petrochemicals Limited and
		some sister companies within the BUA
		Group.
	3.	Chimaobi Madueke:	BUA	International
		Limited and BUA Cement Plc
	4. Finn Arnoldsen: Non-Executive Director in
		BUA Cement Plc

No.

1. Is the MD/CEO or an Executive Director a chair of any Board Committee? Yes/No

If yes, provide the names of the 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"

1. Is the Chairman a member or chair of any of No. In compliance with the Code and best practice,

the Board Committees? Yes/no	the Chairman is not a member of any of the Board
If yes, list them.	Committees.

1. At which Committee meeting(s) was the None Chairman in attendance during the period under review ?

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	No.
the Company? Yes/No
If yes, when did his/her tenure as MD end?

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018