Investor Presentaiton
ANNUAL REPORT 2020
Report of the Directors
For the year ended 31 December 2020
Report of the Directors
For the year ended 31 December 2020
(b) Audit and Risk Committee: The Audit and Risk Committee determines the risk management and ethics
standards, is responsible for monitoring the integrity of financial statements of the Company and reviewing the
effectiveness of the Company's internal control and risk mangement system, among others.
Name
Mrs. Oyinkan Ade- Ajayi
Rev. Isaac Agoye
Mr Peter Eshikena
Attendance
3
3
3
The Committee held its meetings on 26 February, 9 September, 24 November 2020.
e. Management Team
The Board has a Management Team that is charged with the responsibility of implementing policies and the day-to-
day management of the affairs of the Company. This team comprises of the Executive Directors and all members
of the Management Team of the Company. The activities of the Management Team are reported to the Board at its
next scheduled meeting for notice and/or ratification as appropriate.
The members of the Management Team are:
Mr. Bernard Langat
Mr. Marc Galjaard
Mrs. Ore Famurewa
Mr. Adewale Arikawe
Mr. Tope- Phillips Aikhumelo
Mr. Chris Wulff-Caesar
Mrs. Dolapo Otegbayi
Mr. Joel Ariori
Mr. Adekola Lamidi
Managing Director
Finance Director (Appointed 15 September 2020)
Corporate Affairs Director
Consumer Development and Shopper Marketing (Sales) Director
Human Resources Director
Marketing Director
Specialised Nutrition Director
Customer Supply Chain Director
Make (Production) Director
The Management Team has, as part of its terms of reference, the duty of ensuring constant monitoring of operations,
implementation of Board decisions and recommendations to the Board on all issues and areas of operations.
f. Analysis of Shareholdings
According to the register of members, as at 31 December 2020, the shareholding analysis of the Company is as
follows:
Range
1-10,000
10,001 20,000
20,001 50,000
50,001 100,000
100,001 - 500,000
h. Code of Business Conduct and Ethics
The Company has a Code of Conduct which sets out the values and principles that should guide all employees in
the way and manner they conduct themselves in relation to all its stakeholders. The Company ensures a steady
awareness of these values and principles by continuous training, adequate publication of the contents of the Code
to its employees and the development of a whistle-blowing procedure to deal with any contravention of the Code
of Conduct.
i. Risk Management
The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk
management framework. The Board of Directors has established the Management Team, which is responsible for
developing and monitoring the Company's risk management policies. The Management Team reports regularly to
the Board of Directors on its activities.
The Company's risk management policies are established to identify and analyze the risks faced by the Company,
to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies
and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The
Company, through its training and management standards and procedures, aims to develop a disciplined and
constructive control environment
in which all employees understand their roles and obligations.
The Board Audit and Risk Committee oversees how management monitors compliance with the Companies risk
management policies and procedures, and reviews the adequacy of the risk management framework in relation to
the risks faced by the Company
Comprehensive note on risk management is detailed on Page 89 - 93.
j. Share Dealing/Insider Trading
By virtue of the Share Trading Policy of the Securities and Exchange Commission, FrieslandCampina WAMCO
Nigeria PLC has in place, a Share Dealing policy which regulates securities transactions by its Directors, employees
and other insiders on terms which are no less demanding than the required standard set out by the Securities and
Exchange Commission.
The Directors of the Company and senior employees who are in possession of price sensitive information are
prohibited from dealing with the shares of the Company in accordance with the provisions of the Investment and
Securities Act 2007.
Therefore, the relevant persons are prohibited both when they are in possession of material non-public information
about the Company's activities as well as during prescribed black-out periods.
10 Statement of Compliance
We hereby affirm that the SEC Code of Corporate Governance and the Nigerian Code of Corporate Governance
(NCCG) 2018 govern the operations of the Company and confirm that to the best of our knowledge, we are in
compliance with the Code.
11 Suppliers
The Company's significant overseas suppliers are:
Cargill Deutschland GmbH, Germany
Damin Foodstuff Zhangzhou Co Ltd.
Dsm Nutritional Products Europe Ltd.
Number of
shareholders
Holdings
2,299
%
70.11
Number of
shareholders
5,553,931
Holdings
%
0.57
285
8.69
4,191,147
0.43
286
8.72
9,412,020
0.96
140
4.28
10,113,950
1.04
a.
•
177
5.40
40,891,591
4.19
•
500,001 1,000,000
28
0.85
20,403,287
2.09
.
1,000,001 5,000,000
56
1.71
117,214,451
12.01
Above 5,000,000
8
0.24
768,555,559
78.71
3,279
Nigerian public
3,278
FrieslandCampina Nigeria Holding B.V.
1
3,279
100 976,335,936
99.96 314,258,004
0.04 662,077,932
100 976,335,936
100
•
•
32.19
Indeff FZ LLC
·
Maersk Logistics & Services
67.81
Tereos Starch & Sweetener
100
•
Tetra Pak Export FZ
g. Shareholders' Participation
36
The Company is committed to promoting shareholders' rights and takes necessary steps in ensuring same. The
Board and the Management do significantly benefit from the contributions and advice of the shareholder members
of the Audit Committee and contributions of shareholders at Annual General Meetings.
FrieslandCampina WAMCO Nigeria PLC
•
FC C.V.
FrieslandCampina Kievit B.V., The Netherlands
FrieslandCampina Nederland B.V., The Netherlands
Topec BV, The Netherlands
The Company's significant local suppliers are:
Africa Access 3PL Limited
b.
•
. African Truckers Limited
. Arvee Industries Limited
FrieslandCampina WAMCO Nigeria PLC
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