May & Baker Nigeria : AND BAKER-NCCG 2018 COMPLIANCE REPORT 2022

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.

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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Section B - General Information

S/No.	Items	Details
i.	Company Name	May & Baker Nigeria Plc
ii.	Date of Incorporation	4 September 1944
iii.	RC Number	RC 558
iv.	License Number
v.	Company Physical Address	3/5 Sapara Street, Industrial Estate, Ikeja, Lagos
vi.	Company Website Address	www.may-baker.com
vii.	Financial Year End	31 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	Marina Nominees Ltd/233 Ikorodu Road, Ilupeju, Lagos
x.	Name and Address of External Auditor(s)	PKF Professional Services 205A, Ikorodu Road, Lagos
xi.	Name and Address of Registrar(s)	Veritas Registrars Ltd, 89A Ajose Adeogun Street, Victoria Island, Lagos
xii.	Investor Relations Contact Person (E-mail and Phone No.)	Roseline A. [e-mail] 08032833764
xiii.	Name of the Governance Evaluation Consultant	Deloitte & Touche (Nigeria)
xiv.	Name of the Board Evaluation Consultant	Deloitte & Touche (Nigeria)

Section C - Details of Board of the Company and Attendance at Meetings

Board Details:

S/No.	Names of Board Members	Designation (Chairman, MD, INED, NED, ED)	Gender	Date First Appointed/ Elected	Remark
Senator Daisy E. Danjuma	Chairman (NED)	Female	30th May, 2019	Appointed as Chairman 27/9/2019
Mr. Patrick Ajah	MD/CEO	Male	st December 2020	Appointed as MD/CEO 1st anuary 2021
Mrs G.I Odumodu	NED	Female	26th July, 2011
Mr. Ishaya Dankaro	NED	Male	8th July, 2010	Resigned after AGM held on 2nd une 2022
Dr. Mrs. Rahila Ilegbodu	IINED	Female	30th June 2022
Mr. K.O. Durojaiye	NED	Male	4th June 2021
Dr Edugie Abebe	NED	Female	14th March, 2013
Chief Maduka Samuel Onyishi	NED	Male	21st March, 2019
Mr. Valentine Okelu	ED	Male	22 Sept, 2016
Mr Ayodeji S. Aboderin	ED	Male	1st March, 2017

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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2. Attendance at Board and Committee Meetings:

o. Names of Board Members

Mrs G.I Odumodu

Mr. Ishaya Dankaro NED

Senator Daisy E. Danjuma NED - Chairman

Mr. Patrick Ajah MD/CEO

NEDChief Maduka Samuel Onyishi 4

Dr. Rahila Ilegbodu

Mr. Kolawole Durojaiye NED

NED

Dr. Edugie Abebe NED

Mr. Valentine OkeluMr Ayodeji S. Aboderin

No. of Board Meetings Held in the Reporting Year

4

4

4

4

4

4

4

4

4

No. of Board Meetings Attended in the Reporting Year

4

4

4

4

4

Risk Mgt Governance/ Remuneration

Audit Comm. Risk Mgt.

Number of
Committee
Reporting Year	Meetings
Attended in
the
Reporting
Year
0	0
5	5
4	4
4	4
Remuneration Member	4	4
Governance
4	2
5	2
4	4
4	4
5	5
4	4
4	4
4	2
5	3
5	5
4	4
5 Risk Mgt.
5	5
4	4

Designation Number of Committee (Member or Meetings Held in the Chairman)

Membership of Board Committees

NoneRisk Mgt. Board Audit

Audit Comm. Governance/Remuneration

2

4

Audit Comm. Governance/ Remuneration Governance/

Remuneration Member Risk Mgt.

4

4

Risk Mgt CommGovernance/ RemunerationNone

4

Member

Member

Section D - Details of Senior Management of the Company

1. Senior Management:

Member MemberMemberMemberMemberMember Chairman MemberMemberMember

MemberChairman

Member

S/No.	Names	Position Held	Gender
1	Mr. Patrick Ajah	Managing Director	M
2	Mr. Silver Ajalaye	Executive Director, Pharma Plant	M
3	Mr. Valentine Okelu	Executive Director, Pharma Sales & Marketing	M
4	Mr. Ayodeji S. Aboderin	Executive Director, Financial Services	M
5	Mr. Godwin O. Obiakor	Head of Internal Audit & Compliance	M

6

G.N. Umoh(Mrs)

Head, Human Capital Development

F

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

7	Oluwayemisi Ashimolowo	Head, Planning & Procurement	F
8	Obinna S Emeribe	Head, Marketing	M
9	Angela N Oyekwe	Distribution/Customer Services Manager	F
10	Uche C Olekanma	Business Manager	F
11	Odozi Ekene	National Sales Manager - RT	M
12	Nnenna Onuoha	Head, Quality Operations	M
13	Ezeliora Vincent	National Sales Manager HPT	M
14	Damian C. Obilonu	Management Accountant	M
15	Charles Okafor	National Key Accounts Manager	M
16	Ariike Mbaneme	Production Manager	F
17	Benedict Ologbosere	Treasury Manager	M
18	Alexander O. Umeh	Financial Accountant	M
19	Chiagozie Maduneme	Head of Sales	M

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018