TRANSCORP HOTELS : TRANSCORP HOTELS PLC 2022 NCCG REPORT

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	Transcorp Hotels Plc
ii.	Date of Incorporation	July 12, 1994
iii.	RC Number	248514
iv.	License Number	NA
v.	Company Physical Address	1 Aguiyi Ironsi Street, Maitama,
		Abuja
vi.	Company Website Address	www.transcorphotelsplc.com
vii.	Financial Year End	December 31,2022
viii.	Is the Company a part of a Group/Holding Company?	Yes
	Yes/No
	If yes, please state the name of the Group/Holding	Transnational Corporation Plc
	Company
ix.	Name and Address of Company Secretary (Ag.)	Funmi Olofintuyi
		38, Glover Road, Ikoyi
x.	Name and Address of External Auditor(s)	Deloitte & Touche
		Civic Towers, Plot GA 1 Ozumba
		Mbadiwe Avenue, Victoria
		Island, Lagos.
xi.	Name and Address of Registrar(s)	Africa Prudential Plc, 220B
		Ikorodu Road, Palmgrove, Lagos
xii.	Investor Relations Contact Person	Oluwatobiloba Ojediran,
	(E-mail and Phone No.)	oluwatobiloba.ojediran@transco
	rphotelsplc.com
		Tel: [phone]
xiii.	Name of the Governance Evaluation Consultant	Angela Aneke & Co Ltd
xiv.	Name of the Board Evaluation Consultant	Angela Aneke & Co Ltd

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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,		Appointed/ Elected
		INED, NED,
1.	Emmanuel Nnorom	Chairman	Male	January 2014
2.	Dupe Olusola	MD/CEO	Female	March 2020
3.	Helen Iwuchukwu	NED	Female	October 2020
4.	Owen Omogiafo	NED	Female	January 2019
5.	Peter Elumelu	NED	Male	November 2014
6.	Alex Okoh	NED	Male	April 2017
7.	Alexander Adeyemi	NED	Male	July 2019	Resigned on
					January 9, 2023
8.	Udechukwu Obi	NED	Male	February 2023	Appointed
	Osakwe				February, 2023
9.	Bolanle Onagoruwa	INED	Female	December 2021

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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 Board	No. of	Membership	Designation	Number of Committee	Number of
		Meetings	Board	of Board	(Member or	Meetings Held in the	Committee
		Held in the	Meetings	Committees	Chairman)	Reporting Year	Meetings
		Reporting	Attended				Attended in
		Year	in the				the
			Reporting				Reporting
1.	Emmanuel Nnorom	5	5	Nil	Chairman	Nil	Nil
2.	Dupe Olusola	5	5	**FIC	Member	4	4
3.	Helen Iwuchukwu	5	5	FIC	Member	4	3
				***BAGC	Member	4	4
4.	Owen Omogiafo	5	5	FIC	Member	4	4
				BAGC	Chairman	4	4
5.	Peter Elumelu	5	4	FIC	Chairman	4	4
				BAGC	Member	4	3
6.	Alex Okoh	5	5	FIC	Member	4	3
7.	Alexander Adeyemi	5	5	BAGC	Member	4	4
8.	Udechukwu Obi	5	N/A	N/A	Nil	4	N/A
	Osakwe (Appointed on
	16 February, 2023)
9.	Bolanle Onagoruwa*	5	5	BAGC	Member	4	3

NOTES:

*Bolanle Onagoruwa was appointed Member of the BAGC on February 28, 2022. **FIC means Finance and Investment Committee

*** BAGC means Board Audit and Governance Committee

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Section D - Details of Senior Management of the Company
1.	Senior Management:
S/No.	Names	Position Held	Gender
1.	Dupe Olusola	MD /CEO	Female
2.	Segun Oduwole	Head, Business Development	Male
		and Operations
3.	Funmi Olofintuyi	Group Company Secretary (Ag.)	Female
4.	Oluwatobiloba Ojediran	*Chief Finance Officer	Female
5.	Irene Nwankwo	Head, Internal Audit	Female
6.	Adeniyi Aderibigbe	Head, Marketing and Corporate	Male
		Communications
NOTE:
*The Chief Financial Officer is also the Chief Risk Officer
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018