NEM INSURANCE : REPORT ON COMPLIANCE WITH NIGERIAN CODE OF CORPORATE GOVERNANCE

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.

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Section B - General Information

S/No.	Items	Details
i.	Company Name	NEM INSURANCE PLC
ii.	Date of Incorporation	2ND April, 1970
iii.	RC Number	RC: 6971
iv.	License Number	RIC028
v.	Company Physical Address	199, IKORODU ROAD, OBANIKORO, LAGOS.
vi.	Company Website Address	www.nem-insurance.com
vii.	Financial Year End	31st December, 2022
viii.	Is the Company a part of a Group/Holding Company? Yes/No If yes, please state the name of the Group/Holding Company	Yes NEM Insurance Plc.
ix.	Name and Address of Company Secretary	Olajumoke Philip Akede 199, Ikorodu Road, Obanikoro, Lagos.
x.	Name and Address of External Auditor(s)	BDO Professional Services Adol House, 15 CIPM Avenue, CBD, Alausa
xi.	Name and Address of Registrar(s)	Apel Capital Registrars 8, Alhaji Bashorun street, off Norman Williams Crescent, South West Ikoyi, Lagos.
xii.	Investor Relations Contact Person (E-mail and Phone No.)	Olajumoke Philip-Akede [e-mail]
xiii.	Name of the Governance Evaluation Consultant	SIAO PARTNERS
xiv.	Name of the Board Evaluation Consultant	SIAO PARTNERS

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

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Board Details:

S/No.	Names of Board Members	Designation (Chairman, MD, INED, NED, ED)	Gender	Date First Appointed/ Elected	Remark
1	DR FIDELIS AYEBAE	CHAIRMAN	MALE	17/05/2016	SATISFACTORY
2	MR TOPE SMART	GMD/CEO	MALE	01/04/2007	SATISFACTORY
3	MRS YINKA ALETOR	NED	FEMALE	SATISFACTORY
4	MR KELECHI OKORO	NED	MALE	30/07/2019	SATISFACTORY
5	MR PAPA NDIAYE	NED	MALE	30/07/2019	SATISFACTORY
6	CHIEF EDE DAFINONE	NED	MALE	27/10/2016	SATISFACTORY
7	MRS JOY TELUWO	NED	FEMALE	14/03/2017	SATISFACTORY
8	ALHAJI AHMED YAKASSAI	INED	MALE	17/05/2016	SATISFACTORY
9	MR ANDREW IKEKHUA	ED	MALE	01/01/2018	SATISFACTORY
10	MR SUNDAY ADEBAYO	ED (RETIRED 30/6/2022)	MALE	01/12/2021	SATISFACTORY
11	MR MOMOH ODAMAH	ED (RETIRED 31/12/2022)	MALE	01/12/2021	SATISFACTORY

2.

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. 2. 3.	DR FIDELIS AYEBAE MR. TOPE SMART MRS. YINKA ALETOR	5	5	NONE	NONE	NONE	NONE
5	5	2	MEMBER	10	10
5	5	4	CHAIRMAN (1) MEMBER (3)	18	18
4 5. 6.	MRS JOY TELUWO ALHAJI AHMED I YAKASAI CHIEF EDE DAFINONE	5	5	3	MEMBER	5	5
5	5	3	MEMBER	10	10
5	5	2	CHAIRMAN (1) MEMBER (1)	5	5
7. 8. 9.	MR PAPA NDIAYE MR. KELECHI OKOR0 MR. ANDREW IKEKHUA	5	5	1	CHAIRMAN	3	3
5	5	3	CHAIRMAN (1) MEMBER (2)	15	15
5	5	2	MEMBER	7	7
10. 11.	MR. SUNDAY ADEBAYO MR MOMOH ODAMAH	5	2	NONE	NONE	NONE	NONE
5	5	NONE	NONE	NONE	NONE

Note: Mr. Sunday Adebayo and Mr. Momoh Odamah retired from the board on the 30th of June 2022 and 31st of

December 2022 respectively.

Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.	Names	Position Held	Gender
1.	Tope Smart	Group Managing Director/CEO	Male
2.	Andrew Ikekhua	Executive Director (Marketing)	Male
3.	Idowu Semowo	General Manager (Finance & Investment)	Male
4.	Mojisola Teluwo	Deputy General Manager (Corporate Services)	Female
5.	Adeyemi Mayadenu	Deputy General Manager (Strategy and System)	Male
6.	George Emefiele	Deputy General Manager (Marketing)	Male
7.	Moyosola Okeremi	Assistant General Manager (Marketing)	Female
8.	Kayode Arimoro	Assistant General Manager (Branch Operations &Special Assignments)	Male
9.	James Onorienbohwo	Assistant General Manager (Head Internal Audit)	Male
10.	Michael Giwa	Assistant General Manager (Garki Branch)	Male
11.	Olajumoke Philip-Akede	Company Secretary/Legal Adviser	Female
12.	Olayinka Ojikutu	Group Head (Human Resources)	Female
13.	Bolanle Baruwa	Group Head (Underwriting)	Female
14.	Olubunmi Agbabiaka	Group Head (Oil and Gas)	Male

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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, and it was last reviewed in June 2022. The terms of the Board Charter were strictly adhered to throughout the year and it was reviewed in June 2022.
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?	See attached appendix A
ii) Does the company have a Board-approved diversity policy? Yes/No If yes, to what extent have the diversity targets been achieved?	Yes, the company has continued to improve on its diversity targets.
iii) Are there directors holding concurrent directorships? Yes/No If yes, state names of the directors and the companies?	NO, there are no directors holding concurrent directorships.
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 GMD and EDs are not chairs of any 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/ chair of any committee.
ii) At which Committee meeting(s) was the Chairman in attendance during the period under review?	The chairman did not attend any committee meetings 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 the Company? Yes/No If yes, when did his/her tenure as MD end?	NO, the chairman is not a former MD/CEO or the ED of the Company.
v) When was he/she appointed as Chairman?	17/05/2016
vi) Are the roles and responsibilities of the Chairman clearly defined? Yes/No If yes, specify which document	YES, they are clearly defined.

Principles	Reporting Questions	Explanation on application or deviation
Principle Director/ Officer 4: ChiefManaging 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 performance" corporate	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 MD/CEO have a contract of employment which sets out his 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	YES The MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur
iii) Which of the Board Committee meetings did the MD/CEO attend during the period under review?	Finance, General Purpose and Investment Committee Strategy and Corporate Development
iv) Is the MD/CEO serving as NED in any other company? Yes/no. If yes, please state the company(ies)?	YES, the GMD is serving as NED in other companies. NEM HEALTH LIMITED NEM ASSET MANAGEMENT COMPANY
v) Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No	YES, the membership of the MD/CEO in these companies in line with the Board-approved policies.
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, the EDs have contracts of employment
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, the contracts of employment set out the roles and responsibilities of the EDs
iii) Do? Yes/No	YES, the EDs declare any conflict of intereston appointment, annually, thereafter, and as they occur
iv) Are there EDs serving as NEDs in any other company? Yes/No If yes, please list	YES, there is an ED serving as NEDs in another company NEM ASSET MANAGEMENT COMPANY
v) Are their memberships in these companies in line with Board-approved policy? Yes/No	YES, his membership in this company is ni line with Board-approved policy
Principle 6: Non-Executive Directors 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 of the NEDs are clearly defined and documented. They 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, the NEDs have letters of appointment specifying their duties, liabilities and terms of engagement.
iii) Do the NEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	YES, the NEDs declare any conflict of intereston appointment, annually, thereafter and asthey occur.
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, NEDs are provided with information relating to the management of the company and on all Board matters. The information is provided prior to the next board and committee meetings.
v)What is the completenessprocess of and adequacy ensuring of the information provided?	In order to carry out their oversight functions, information relating to the management of the company and all Board matters are discussed at the subsequent board meetings to ensure completeness and adequacy of information given.
vi) Do NEDs have unfettered access to the EDs, Company Secretary and the Internal Auditor? Yes/No	YES, the NEDs have unfettered access to the EDs,Company Secretary and the Internal Auditor
Principle 7: Independent Non- Executive Directors	i) Do the INEDs meet the independence criteria prescribed under Section 7.2 of the Code? Yes/No	YES, the INEDs meet the independence criteria prescribed under section 7.2 of the code.