Investor Presentaiton
ANNUAL REPORT 2020
34
Report of the Directors
For the year ended 31 December 2020
Report of the Directors
For the year ended 31 December 2020
1.
Structural and Constitutional powers
a.
Alteration of Memorandum and Articles of Association
b.
Alteration of the Company's Share Capital
c. Significant disposal of the Company's assets
2.
a.
b.
C.
d.
e.
Governance
Convening of meetings of the shareholders of FrieslandCampina WAMCO Nigeria PLC and the setting of the
agenda thereof;
Presentation of the annual report and financial statements to shareholders;
Proposals to the general meetings of shareholders of FrieslandCampina WAMCO Nigeria PLC. on Board
remuneration within the authority set by the general meeting of shareholders;
The review of the functioning of the Board and its committees;
Overall responsibility for compliance with all relevant laws, regulations and Code of Corporate Governance.
3. Board Remuneration
Approval of the remuneration of Non Executive Directors, subject to the Articles of Association and shareholder
approval as appropriate, following recommendation by the Governance and Remuneration Committee.
b. Board Appointment and Evaluation Process
Directors are appointed to the Board following a declaration of vacancy at Board meeting. New Directors are selected
through carefully articulated selection guidelines that place emphasis on integrity, skills and competencies relevant
to the Company's goals and aspirations. The Policy confers on the Governance Committee, the responsibility
of identifying individuals with a track record of oustanding achievement and potential for value enhancement.
The Committee's recommendation is subjected to further scrutiny by the Board before a decision is taken. The
appointed Director is made to undergo an induction programme to equip and familiarize him/her with requisite
knowledge and information about the Company and its business. The appointed Director is presented at the next
Annual General Meeting for election.
The Board has established a system to undertake a formal evaluation of its performance and that of its Committees
and individual Directors. The Evaluation of the Directors is based on areas such as the ability of the Board to fulfil
its general supervisory roles, preparation of members for meetings, participation at meetings, quality of proposals
made by members at meetings etc.
Based on the result of the Board evaluation, the Board, its Committees and individual Director recorded very good
performance.
Board Evaluation:
A summary of the Board Performance Evaluation in the past year is that all the Directors are making valuable
contributions to the business of the Company, the activities of the Board and the Company align with established
corporate governance best practices and that the Board has put in place structures, processes and procedures that
would ensure effective implementation of its strategies as well as the sustenance of best corporate governance
practices.
c. Board Meetings
During 2020, the Board of Directors convened four (4) meetings. The record of Directors' attendance is presented
below:
Name
Mr. Jacobs Moyo Ajekigbe, OFR
Mr. Bernard Cheruiyot Langat
Mrs. Oyinkan Ade-Ajayi
Rev. Isaac Adefemi Agoye
Engr. Mustafa Bello
Mr. Peter Eshikena
Mr. Roel van Neerbos
Mr. Robert Steetskamp
Mr. Dirk van Breen (Resigned 1st July 2020)
Mr. Marc Galjaard (Newly appointed)
Mrs. Ore Famurewa
The Board Meetings were held on 27 February, 25 June, 15 September, 2 December 2020.
d. Audit Committee Meeting's
In line with Section 404 (3) of the Companies and Allied Matters Act, (Cap C.20) Laws of the Federation 2020
(CAMA), the Audit Committee is comprised of three (3) shareholders' representatives and three (3) Directors'
representatives.
Section 404 (7) of CAMA and the SEC's Code of Corporate Governance for Public Companies 2011 provides and
regulates the functions of the Audit Committee.
In compliance with CAMA, the Committee oversees the accounting policies and the reporting policy of the Company
to ensure they are in accordance with legal requirements and agreed ethical practices; evaluate the qualifications
and independence of the Company's external auditors and performance of the Company's internal audit functions
as well as that of the external auditors; oversees management process for the identification of significant fraud
risks across the Company and ensures that adequate prevention, detection and reporting mechanisms are in place.
During 2020, the Audit Committee convened four (4) meetings. The record of Committee's attendance is presented
below:
Name
Rev. Isaac Adefemi Agoye
Mr. Okwudili G. Emodi (Deceased January 2021)
Mr. Peter Eshikena
Sir. Sunday N. Nwosu
Mr. John Ogundipe
Mr. Robert J. Steetskamp
Number of Meetings Attended
4
4
4
4
4
4
The Audit Committee Meetings were held on 25 February, 10 June, 11 September and 30 November 2020.
Commitees of the Board
In conformity with the Nigerian Code of Corporate Governance (2018), the Board committees are comprised of
members of the board with the requisite training and knowledge to enhance the performance of the board's duties.
(a) Governance Committee: The Governance Committee combines the roles and responsibilities of a nomination
and remuneration Committee. Amongst other responsibilities, this Committee is charged with instituting a
transparent procedure for the appointment of new Directors to the Board and making recommendations to the
Board regarding the tenures and re-appointment of Non-Executive Directors on the Board. The Committee provides
a written report, highligting its deliberations and recommendations to the Board.
During 2020, the Governance Committee convened three (3) meetings. The record of Committee's attendance is
presented below:
Name
Engr. Mustafa Bello
Mrs. Oyinkan Ade- Ajayi
Mr. Roel van Neerbos
Attendance
3
3
3
3
Mr. Robert Steetskamp
The Committee held its meetings on 26 February, 10 September, 26 November 2020.
Number of Meetings Attended
4
4
4
4
4
4
4
4
2
2
4
FrieslandCampina WAMCO Nigeria PLC
FrieslandCampina WAMCO Nigeria PLC
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