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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 37
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