Investor Presentaiton
ANNUAL REPORT 2020
32
Report of the Directors
For the year ended 31 December 2020
Report of the Directors
For the year ended 31 December 2020
6 Directors
The names of Directors at the date of this report and of those who held office during the year are as follows:
Mr. Jacobs Moyo Ajekigbe, OFR
Mr. Bernard Cheruiyot Langat (Kenyan)
Mrs. Oyinkan Ade-Ajayi
Rev. Isaac Adefemi Agoye
Engr. Mustafa Bello
Mr. Peter Eshikena
Mr. Roel Van Neerbos (Dutch)
Mr. Robert Steetskamp (Dutch)
Mr. Dirk van Breen (Dutch)
Mr. Marc Galjaard (Dutch)
Mrs. Oreoluwa Famurewa
Chairman
Managing Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Executive Director resigned 1st July 2020
Executive Director appointed 15th September 2020
Executive Director
Since the last Annual General Meeting, Mr. Dirk van Breen resigned from the Board. On your behalf, we wish to
thank him for his contributions to the Company during his tenure. Following Mr. Dirk van Breen's resignation, the
Financial Controller served in interim capacity as Finance Director from 1st July 2020 to 15th September 2020.
Subsequently, Mr. Marc Galjaard was appointed to the Board as Executive Director, Finance. In accordance with
the Articles of Association of the Company and the provisions of the Companies and Allied Matters Act, Mr. Marc
Galjaard will retire at the forthcoming Annual General Meeting and being eligible offer himself for re-election.
In accordance with Article 85 of the Company's Articles of Association, Messers Robert Steetskamp, Mustafa Bello
and Mrs. Oyinkan Ade-Ajayi will retire by rotation and being eligible, offer themselves for re-election. As required
by section 278 of the 2020 CAMA Act, Mr. Moyo Ajekigbe has duly notified the Company that he is over 70 years
old and as such, offers himself for a re-election at the forthcoming Annual General Meeting.
The profiles of the Directors standing for re-election are contained on pages 16, 17, 18 and 20 of this Annual Report.
7 Directors' Interests in Contracts
None of the Directors has notified the Company for the purpose of Section 277 of the Companies and Allied Maters
Act, (Cap C.20) Laws of the Federation 2020, of any disclosable interests in contracts with which the Company was
involved as at 31 December 2020.
8 Directors' Shareholding
The register of Directors' interests in the share capital of the Company will be open for inspection at the Annual
General meeting.
The direct and indirect interests of Directors in the issued share capital of the Company as recorded in the Register
of Directors' shareholding and as notified by them in accordance with Sections 275 and 276 of the Companies and
Allied Maters Act, (Cap C.20) Laws of the Federation 2020 (CAMA) are as follows:
Number of ordinary shares held as at 31 December
2019
#0.50
2020
#0.50
Holding's
Holdings
nominal value
% nominal value
%
Mr. Jacobs Moyo Ajekigbe, OFR
1,250,000
0.13
1,250,000
0.13
1,335,418
0.14
1,335,418
0.14
1,136,794
0.12
1,136,794
0.12
192,646
0.02
192,646
0.02
Nil
0.00
Nil
0.00
Nil
0.00
Nil
0.00
Nil
0.00
Nil
0.00
Nil
0.00
Nil
0.00
Nil
0.00
Nil
0.00
40,000
0.00
40,000
0.00
Rev. Isaac Adefemi Agoye
Mrs. Oyinkan Ade-Ajayi
Mr. Peter Eshikena
Mr. Bernard Cheruiyot Langat
Engr. Mustafa Bello
Mr. Roel Van Neerbos
Mr. Robert Steetskamp
Mr. Marc Galjaard
Mrs. Oreoluwa Famurewa
9 Corporate Governance Report Framework
FrieslandCampina WAMCO Nigeria PLC operates within a Corporate Governance framework established on the
following:
•
•
Companies and Allied Matters Act [CAP.C20] Laws of the Federation of Nigeria (LFN) 2020 (CAMA)
The Investment and Securities Act 2007
Security and Exchange Commission [SEC] Rules for the time being in force
•
The SEC Code of Corporate Governance for Public Companies 2011 as amended
.
2018 Nigerian Code of Corporate Governance (NCCG Code)
.
•
The Memorandum and Articles of Association of FrieslandCampina WAMCO Nigeria PLC.
The Board Charter
•
The FrieslandCampina WAMCO Nigeria PLC Code of Business Conduct - COMPASS.
Consequently, the Company recognises the importance of adhering to best Corporate Governance principles and
practices, and the valuable implicaton of such adherence to long term business profitability, sustainability and
accountability to Shareholders.
Accordingly, the Corporate Governance Policy of FrieslandCampina WAMCO Nigeria PLC can be summarised as
follows:
i.
The Company conducts its operations with honesty, integrity and respect for human rights and interests of
employees.
ii. The Company respects the legitimate interests of those with whom it has relationships.
iii. The Company is required to comply with the laws and regulations of the country in which it operates.
iv. The Company conducts it's operations in accordance with internationally accepted principles of good corporate
governance. We provide timely, regular and reliable information on our activities, structure, financial situation
and performance to our shareholders and other stakeholders.
Compliance with the above principles is the basis of our business success and all employees and business partners
of FrieslandCampina WAMCO Nigeria PLC. are mandated to comply with the above principles.
a. Board Responsibilities
The Board has the final responsibility for management, direction and performance of the Company. This
responsibility is vested in the board by the relevant laws and regulations of the Federal Republic of Nigeria and the
Articles of Association of FrieslandCampina WAMCO Nigeria PLC. Overall, the board has the responsibility for the
establishment of a risk management system within the Company.
The Board has delegated to the Management all its powers, authorities and discretions which relate to the day to
day operations of FrieslandCampina WAMCO Nigeria PLC save for the following:
FrieslandCampina WAMCO Nigeria PLC
FrieslandCampina WAMCO Nigeria PLC
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