UACN Property Development : UPDC PLC-NCCG 2022 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.
3. An explanation on how you are applying the principle, or otherwise should be included as part of your response.
4. 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	UPDC Plc
ii.	Date of Incorporation	6th October 1997
iii.	RC Number	321582
iv.	License Number	N/A
v.	Company Physical Address	UAC House 1-5 Odunlami Street,
		Lagos
vi.	Company Website Address	www.updcplc.com
vii.	Financial Year End	31st December
viii.	Is the Company a part of a Group/Holding Company? Yes/No	Yes
	If yes, please state the name of the Group/Holding Company
		Custodian Investment Plc
ix.	Name and Address of Company Secretary	Folake Kalaro
		UAC House 1-5 Odunlami Street,
		Lagos.
x.	Name and Address of External Auditor(s)	Messrs Deloitte & Touché
		Civic Towers, Plot GA1, 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	[e-mail]
	(E-mail and Phone No.)	[phone]
xiii.	Name of the Governance Evaluation Consultant	Society for Corporate
		Governance Nigeria.
xiv.	Name of the Board Evaluation Consultant	Society for Corporate
		Governance Nigeria.

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, INED,		Appointed/
		NED, ED)		Elected
1	Wole Oshin	Chairman	Male	5th January 2021
2	Mr Odunayo Ojo	Chief Executive Officer	Male	3rd May 2021
3	Folakemi Fadahunsi	Finance Director	Female	19th March 2019	Resigned with
					effect from 8th
					March 2022.
4	Ms Bidemi Fadayomi	Executive Director,	Female	28th July, 2022
		Property Development
5	Folasope Aiyesimoju	Non-Executive Director	Male	6th August 2018
6	Oyekunle Osilaja	Non-Executive Director	Male	13th January 2020
7	Mr Adeniyi Falade	Non-Executive Director	Male	5th January 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.		No. of	No. of	Membership	Designation (Member or	Number of	Number of
		Board	Board	of Board	Chairman)	Committee	Committee
		Meetings	Meetings	Committees			Meetings	Meetings
		Held in	Attended				Held in the	Attended
		the	in the				Reporting	in the
		Reporting	Reporting				Year	Reporting
		Year	Year					Year
1	Mr Wole Oshin	4	4	Not a	Board Chairman	_	_
				member of
				any
				Committee
2	Mr Odunayo	4	4	2	Member
	Ojo				•	Finance, Investment &	4	4
						Operations Committee	4	4
					•	Risk, Audit & Compliance
						Committee
3	Ms Bidemi	4	1	2	Member
	Fadayomi				▪	Finance, Investment &	4	1
						Operations Committee	4	1
					▪	Risk, Audit & Compliance
						Committee
4	Mrs Folakemi	4	1	2	Member
	Fadahunsi				▪	Finance, Investment &	4	1
						Operations Committee	4	1
					▪	Risk, Audit & Compliance
						Committee
5	Mr Folasope	4	4	3	Chairman
	Aiyesimoju				•	Risk, Audit & Compliance	4	4
						Committee
					Member
					•	Finance, Investment &	4	4
						Operations Committee
					•	Remuneration and	2	2
						Governance Committee
6	Mr Oyekunle	4	3	3	Chairman
	Osilaja				▪	Remuneration and	2	2
						Governance Committee
					Member
					▪	Finance, Investment &	4	4
						Operations Committee
					▪	Risk, Audit & Compliance	4	3
						Committee
7	Mr Adeniyi	4	4	3	Chairman
	Falade				▪	Finance, Investment &	4	4
						Operations Committee
					Member
					▪	Risk, Audit & Compliance
						Committee	4	4

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

S/No.		No. of	No. of	Membership	Designation (Member or	Number of	Number of
		Board	Board	of Board	Chairman)	Committee	Committee
		Meetings	Meetings	Committees		Meetings	Meetings
		Held in	Attended			Held in the	Attended
		the	in the			Reporting	in the
		Reporting	Reporting			Year	Reporting
		Year	Year				Year
					▪ Remuneration and	2	2
					Governance Committee

Section D - Details of Senior Management of the Company
1.	Senior Management:
S/No.		Names	Position Held	Gender
1.		Odunayo Ojo	Chief Executive Officer	Male
2		Folakemi Fadahunsi	Finance Director (Resigned w.e.f.	Female
			8th March 2022)
3		Bidemi Fadayomi	Executive Director, Property	Female
			Development
4		Folake Kalaro	Company Secretary / General	Female
			Counsel
5		Ngozi Ikeadigh	Internal Audit/Risk and	Female
			Compliance Manager
6		Bayo Akintoye	Head, Sales and Marketing	Male
			(resigned w.e.f. 19th April 2022)
7		Olawale Arigbede	Asset Manager	Male
8		Damola Oguntoyinbo	Head, Sales & Marketing	Male
			(employed w.e.f. 1st April 2022)
9		Priye Johnson	Chief Commercial Officer	Male
10		Gbenga Olugbami	Finance Controller	Male
11		Imelda Ezie	Human Resources Manager	Female

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

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	i) Does the Board have an approved
as promoting ethical culture
and responsible corporate	Charter which sets out its	Yes.
citizenship. As a link	responsibilities and terms of	2021.
between stakeholders and	reference? Yes/No
the Company, the	If yes, when was it last reviewed?
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"
		The Board consists of members who are
	i) What are the qualifications and	Chartered Accountants, Finance and
	investment consultants with
	experiences of the directors?
	background in real estate, corporate
		finance and estate management.
	ii) Does the company have a Board-	Yes.
	The Board members possess
	approved diversity policy? Yes/No
Principle 2: Board Structure	If yes, to what extent have the	qualifications in diverse fields i.e.,
and Composition	diversity targets been achieved?	Economics, Estate Management and
		Accounting.
"The effective discharge of
	Yes.
the responsibilities of the
Board and its committees is		Mr Wole Oshin - Custodian Investment
assured by an appropriate		Plc, CrusaderSterling Pensions Limited,
balance of skills and		Custodian Life Assurance Ltd,
diversity (including		Custodian Trustees Limited.
experience and gender)
without compromising		Folasope Aiyesimoju - UAC of Nig Plc,
competence,	iii) Are there directors holding	Foodpro Limited, Themis Capital
independence and integrity	Management, CAP Plc, UAC Foods
"	concurrent directorships? Yes/No	Limited, Grand Cereals Limited, MDS
	If yes, state names of the directors and	Logistics Limited, Juvan Holdings
	the companies?
	Limited.
		Mr Adeniyi Falade - Custodian
		Investment Plc, CrusaderSterling
		Pensions Limited, Custodian Life
		Assurance Ltd, Custodian Trustees
		Limited, Interstate Securities Limited,
		UPDC Facility Management Limited,
		UPDC Hotels Limited.

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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018