CWG : NCCG REPORTING

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					CWG Plc
ii.	Date of Incorporation					1st February 2005
iii.	RC Number					615619
iv.	License Number
v.	Company Physical Address			Block 54, Plot 13, Off Rufus Iwa Street,
							Off Adebayo Doherty Road, Off
							Admiralty Way, Lekki Phase 1, Lagos
vi.	Company Website Address			Www.Cwg-Plc.Com
vii.	Financial Year End					2022
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		DCSL Corporate Service Limited
							235, Ikorodu Road Ilupeju Lagos
x.	Name and Address of External Auditor(s)			PKF Professional Services
							205a,	Ikorodu Road, Obanikoro
							Lagos.
xi.	Name and Address of Registrar(s)			Cordros Registrars Limited
							70, Norman Williams Street, Ikoyi
							Lagos
xii.	Investor Relations Contact Person			Abisola Oshin
	(E-mail and Phone No.)			[e-mail]
xiii.	Name of the Governance Evaluation Consultant		Tsedaqah Attorneys for 2022 FY
xiv.	Name of the Board Evaluation Consultant			Tsedaqah Attorneys for 2022 FY
Section C - Details of Board of the Company and Attendance at Meetings
1. Board Details:
S/No.	Names of Board		Designation		Gender	Date First		Remark
	Members		(Chairman, MD,			Appointed/
			INED, NED, ED)			Elected
1.	Mr. Philip Obioha		Chairman/NED		Male	01/02/2005		3 new Directors were onboarded
									in 2022: A female INED and two
									male ED's
2.	Mr. Austin Okere		NED		Male	01/02/2005
3.	Mr. Abiodun Fawunmi		NED		Male	02/02/2008
4.	Dr. Olusegun Oso		NED		Male	14/10/2016
5.	Mr. Wale Agbeyangi		NED		Male	19/10/2017
6.	Mr. Adewale Adeyipo		Group MD		Male	15/06/2018
7	Mrs Taba Peterside		INED		Female	04/03/2022

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

8

9

Mr. Afolabi Sobande	Executive Director	Male	04/03/2022
Mr. Ireti Yusuf	Executive Director	Male	04/03/2022

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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 Board Members	No. of	No. of	Membership	Designation (Member	Number of	Number of
		Board	Board	of Board	or Chairman)	Committee	Committee
		Meetings	Meetings	Committees		Meetings	Meetings
		Held in the	Attended			Held in the	Attended in
		Reporting	in the			Reporting	the
		Year	Reporting			Year	Reporting
			Year				Year
1.	Mr. Philip Obioha	5	5	Nil	N/A	N/A	Nil
2.	Mr. Austin Okere	5	4	3	FGPC- Member	FGPC - 5	FGPC - 4
					Audit-Member	Audit -4	Audit -3
					REMCO- Member	REMCO-4	REMCO-3
3.	Mr. Abiodun Fawunmi	5	5	4	FGPC- Member	FGPC - 5	FGPC - 5
					Risk- Member	Risk -4	Risk -4
					Audit - Chairman	Audit- 4	Audit-4
					REMCO- Member	REMCO-4	REMCO-4
4	Dr. Olusegun Oso	5	5	3	FGPC- Member	FGPC - 5	FGPC - 5
					Risk-Chairman	Risk -4	Risk -4
					REMCO- Member	REMCO-4	REMCO-4
5.	Mr. Wale Agbeyangi	5	5	3	FGPC- Member	FGPC - 5	FGPC - 5
					Audit-Member	Audit-4	Audit -4
					REMCO- Chairman	REMCO-4	REMCO-4
6	Mrs Taba Peterside	5	5	3	FGPC- Member	FGPC - 5	FGPC - 5
					Audit-Member	Audit -4	Audit -4
					REMCO- Chairman	REMCO-4	REMCO-4
7.	Mr. Adewale Adeyipo	5	5	2	FGPC- Member	FGPC - 5	FGPC - 5
					Risk-Member	Risk -4	Risk -4
8	Afolabi Sobande	5	5	2	FGPC- Member	FGPC - 5	FGPC - 5
					Risk-Member	Risk -4	Risk -4
9	Ireti Yusuf	5	5	2	FGPC- Member	FGPC - 5	FGPC - 5
					Risk-Member	Risk -4	Risk -4

Board Finance and General-Purpose Committee (FGPC)

Board Renumeration and Nominations Committee (REMCO)

+The Risk Committee was separated from the Audit during the period.

Section D - Details of Senior Management of the Company

1. Senior Management:

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

S/No.	Names	Position Held	Gender
1.	Mr. Adewale Adeyipo	Group Managing Director	Male
2.	Mr. Afolabi Sobande	Executive Director/Chief Operating Officer	Male
3.	Mr.Ireti Yusuf	Executive Director/Chief Technical Officer	Male
4.	Mrs. Harriet Yartey	Vice President, Regions	Female
5.	Mrs. Tinu Adeyemi	Group Head, Human Resources And General	Female
		Services
6.	Ms. Abisola Oshin	Head, Legal	Female
7.	PriceWaterhouseCoopers	Internal Auditors	Outsourced
8.	DCSL Corporate Services Limited	Company Secretaries	Outsourced

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018