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.
- Respond to each question with "Yes" where you have applied the principle, and "No" where you are yet to apply the principle.
- An explanation on how you are applying the principle, or otherwise should be included as part of your response.
- 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 | FIDSON HEALTHCARE PLC. | |
ii. | Date of Incorporation | 13TH MARCH 1995 | |
iii. | RC Number | 267435 | |
iv. | License Number | FRC/2013/ICSAN/00000002161 | |
v. | Company Physical Address | 268 IKORODU ROAD, OBANIKORO, | |
LAGOS | |||
vi. | Company Website Address | www.fidson.com | |
vii. | Financial Year End | 31st DECEMBER 2022 | |
viii. | Is the Company a part of a Group/Holding | NO | |
Company? Yes/No | |||
If yes, please state the name of the | |||
Group/Holding Company | |||
ix. | Name and Address of Company Secretary | MR. JAMIU ABAYOMI ADEBANJO, | |
268, IKORODU ROAD, OBANIKORO, | |||
LAGOS. | |||
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) | MERISTEM REGISTRARS AND | |
PROBATE SERVICES LIMITED, 213 | |||
HERBERT MACAULAY WAY, EBUTE | |||
METTA, LAGOS | |||
xii. | Investor Relations Contact Person | Mr. J.A. Adebanjo, | |
(E-mail and Phone No.) | yomiadebanjo@fidson.com | ||
Mr. Imokha Ayebae, | |||
imokhaayebae@fidson.com | |||
xiii. | Name of the Governance Evaluation Consultant | To be appointed | |
xiv. | Name of the Board Evaluation Consultant | To be appointed | |
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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, INED, NED, ED) | Appointed/ Elected | |||||
1. | Mr. O. S. Adebanji | Chairman | Male | 1st | January 2018 | N/A |
2. | Dr. Fidelis Ayebae | Managing Director/Chief Executive | Male | Pioneer MD/CEO | N/A | |
Officer | ||||||
3. | Mr. E. E. Imoagene | Non-Executive Director | Male | 23rd February 2011 | N/A | |
4. | Mrs. O. O. Ayebae | Non-Executive Director | Female | 2001 | N/A | |
5. | Mrs A. P. Sadauki | Independent Non-Executive Director | Female | 23rd February 2011 | N/A | |
6. | Dr. Vincent Ahonkhai | Independent Non-Executive Director | Male | 1st | January 2021 | N/A |
7. | Mr. Ekwunife Okoli | Independent Non-Executive Director | Male | 1st | January 2021 | N/A |
8. | Mr. O. O. Olayeye | Executive Director | Male | 1st | July 2004 | N/A |
9. | Mr. A. A. Adebayo | Executive Director | Male | 1st | July 2004 | N/A |
10. | Mr Ola Ijimakin | Executive Director | Male | 1st | January 2021 | N/A |
11. | Mr. Imokha Ayebae | Executive Director | Male | 1st | November 2022 | N/A |
2. Attendance at Board and Committee Meetings:
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
S/No. | Names of Board Members | No. of board | No. of | Membership | Designation | Number of | Number of |
Meetings | Board | of Board | (Member | Committee | Committee | ||
Held in the | Meetings | Committees | or | Meetings | Meetings | ||
Reporting | Attended | Chairman) | Held in the | Attended | |||
Year | in the | Reporting | in the | ||||
Reporting | Year | Reporting | |||||
Year | Year | ||||||
1. | Mr. O. S. Adebanji | 5 | 5 | Finance and | Chairman/ | 8 | 8 |
General | Member | ||||||
Purpose, Risk | |||||||
Management | |||||||
and Audit | |||||||
2. | Dr. Fidelis Ayebae | 5 | 5 | Finance and | Member | 11 | 11 |
General | |||||||
Purpose, Risk | |||||||
Management | |||||||
and Audit, | |||||||
Strategy and | |||||||
Business | |||||||
Development | |||||||
3. | Mr. E. E. Imoagene | 5 | 5 | Audit, | Member | 18 | 18 |
Governance | |||||||
Nomination | |||||||
and | |||||||
Remuneration, | |||||||
Finance and | |||||||
General | |||||||
Purpose, Risk | |||||||
Management | |||||||
and Audit, | |||||||
Strategy and | |||||||
Business | |||||||
Development | |||||||
4. | Mrs. O. O. Ayebae | 5 | 5 | Audit, | Member | 10 | 8 |
Governance | |||||||
Nomination | |||||||
and | |||||||
Remuneration, | |||||||
Risk | |||||||
Management | |||||||
and Audit | |||||||
5. | Mrs A. P. Sadauki | 5 | 4 | Governance | Member | 6 | 5 |
Nomination | |||||||
and | |||||||
Remuneration, | |||||||
Strategy and | |||||||
Business | |||||||
Development | |||||||
6. | Dr. Vincent Ahonkhai | 5 | 5 | Governance | Member | 11 | 11 |
Nomination | |||||||
and | |||||||
Remuneration, | |||||||
Finance and | |||||||
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
General | |||||||
Purpose, | |||||||
Strategy and | |||||||
Business | |||||||
Development | |||||||
7. | Mr. Ekwunife Okoli | 5 | 5 | Governance | Member | 14 | 14 |
Nomination | |||||||
and | |||||||
Remuneration, | |||||||
Finance and | |||||||
General | |||||||
Purpose, Risk | |||||||
Management | |||||||
and Audit, | |||||||
Strategy and | |||||||
Business | |||||||
Development | |||||||
8. | Mr. O. O. Olayeye | 5 | 4 | Finance and | Member | 11 | 11 |
General | |||||||
Purpose, Risk | |||||||
Management | |||||||
and Audit, | |||||||
Strategy and | |||||||
Business | |||||||
Development | |||||||
9. | Mr. A. A. Adebayo | 5 | 5 | Finance and | Member | 11 | 11 |
General | |||||||
Purpose, Risk | |||||||
Management | |||||||
and Audit, | |||||||
Strategy and | |||||||
Business | |||||||
Development | |||||||
10 | Mr Ola Ijimakin | 5 | 5 | Finance and | Member | 8 | 7 |
General | |||||||
Purpose, | |||||||
Strategy and | |||||||
Business | |||||||
Development | |||||||
11 | Mr. Imokha Ayebae | 5 | 1 (became | None as at 1st | None as at | N/A | N/A |
member 1st | November | 1st | |||||
November | 2022 | November | |||||
2022) | 2022 | ||||||
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REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018
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Fidson Healthcare plc published this content on 31 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 March 2023 10:49:58 UTC.