| Principle 1: Role of the Board
"A successful Company is
headed by an effective
Board which is responsible for
providing entrepreneurial
and strategic leadership as
well as promoting ethical
culture and responsible
corporate citizenship. As a
link between stakeholders
and the Company, the
Board is to exercise oversight
and control to ensure that
management acts in the
best interest of the
shareholders and other
stakeholders while sustaining
the prosperity of the |
i) Does the Board have an approved Charter
which sets out its responsibilities and terms of
reference? Yes/No
If yes, when was it last reviewed?
|
Yes. 2019
|
| Principle 2: Board Structure
and Composition
"The effective discharge of
the responsibilities of the
Board and its committees is
assured by an appropriate
balance of skills and diversity
(including experience and
gender) without
compromising competence,
indep |
i) What are the qualifications and experiences
of the directors?
|
of the directors?
The Directors' experience covers these areas:
Chartered accountancy, FMCG & marketing,
Corporate Finance, Manufacturing, Milling,
Economics and Banking
|
|
ii) Does the company have a Board-approved
diversity policy? Yes/No
If yes, to what extent have the diversity
targets been achieved? |
Yes
To a large extent. The Board is diverse in experience,
qualifications, age, nationalities and gender.
|
|
iii) Are there directors holding concurrent
directorships? Yes/No
If yes, state names of the directors and the
companies? |
Yes
To a large extent. The Board is diverse in experience,
qualifications, age, nationalities and gender.
|
|
iv) Is the MD/CEO or an Executive Director a
chair of any Board Committee? Yes/No
If yes, provide the names of the
Committees.
|
No
|
| Principle 3: Chairman
"The Chairman is responsible
for providing overall
leadership of the Company
and the Board, and eliciting
the constructive participation
of all Directors to facilitate
effective direction of the
Board |
i) Is the Chairman a member or chair of any of
the Board Committees? Yes/no
If yes, list them
|
No |
|
ii) At which Committee meeting(s) was the
Chairman in attendance during the period
under review ? |
None |
|
ii) At which Committee meeting(s) was the
Chairman in attendance during the periodunder review ? |
None |
|
iii) Is the Chairman an INED or a NED? |
NED |
|
iv) Is the Chairman a former MD/CEO or ED ofthe Company? Yes/No If yes, when did his/her tenure as MD end |
No |
|
v) When was he/she appointed as Chairman? |
19/11/2008 |
|
vi) Are the roles and responsibilities of the If yes, specify which document |
Yes Board charter |
| Principle 4: Managing
Director/ Chief Executive
Officer
"The Managing
Director/Chief Executive
Officer is the head of
management delegated by
the Board to run the affairs of
the Company to achieve its
strategic objectives for
sustainable corporate
performance" | i) Does the MD/CEO have a contract of
employment which sets out his authority
and relationship with the Board? Yes/No
If no, in which documents is it specified?
| Yes. In addition, these are also contained in the
Board charter |
|
ii) Does the MD/CEO declare any conflict of
interest on appointment, annually,
thereafter and as they occur? Yes/No |
All Directors are mandated to inform the Chairman/
Secretary of any conflict of interest on an ongoing
basis. A Directors Information Form which contains
provisions for 'conflict of interest declarations' has
been developed and will be administered annually
starting from the current FY. |
|
iii) Which of the Board Committee meetings
did the MD/CEO attend during the period under review? |
Business Development |
|
iv) Is the MD/CEO serving as NED in any other
company? Yes/no.
If yes, please state the company(ies) |
No
|
|
v) Is the membership of the MD/CEO in these
companies in line with the Board-approved
policies? Yes/No |
He does not serve in any other company |
| Principle 5: Executive
Directors
Executive Directors support
the Managing Director/Chief
Executive Officer in the
operations and
management of the
Company
|
i) Do the EDs have contracts of
employment? Yes/no
|
Yes
|
|
ii) If yes, do the contracts of employment set
out the roles and responsibilities of the EDs?
Yes/No
If no, in which document are the roles and
responsibilities specified?
| Yes. In addition, these are also contained in the
Board charter |
|
iii) Do the EDs declare any conflict of interest
on appointment, annually, thereafter and
as they occur? Yes/No |
All Directors are mandated to inform the Chairman/
Secretary of any conflict of interest on an ongoing
basis. A Directors Information Form which contains
provisions for 'conflict of interest declarations' has
been developed and will be administered annually
starting from the current FY.
|
|
iv) Are there EDs serving as NEDs in any other
company? Yes/No
If yes, please list |
No |
|
v) Are their memberships in these companies
in line with Board-approved policy? Yes/No |
They do not serve in any other company
|
| Principle 6: Non-Executive
Directors
Non-Executive Directors bring
to bear their knowledge,
expertise and independent
judgment on issues of
strategy and performance
on the Board |
i) Are the roles and responsibilities of the
NEDs clearly defined and documented?
Yes/No
If yes, where are these documented?
|
yes Their roles/ responsibilities are documented in the
Board charter. A new 'Terms of Engagement'
document has been developed which also
contains same
|
|
ii) Do the NEDs have letters of appointment
specifying their duties, liabilities and terms
of engagement? Yes/No
|
A new 'Terms of Engagement' document which sets
out duties/liabilities/ roles/responsibilities has been
developed and will be issued to new NEDs going
forward
|
|
iii) Do the NEDs declare any conflict of
interest on appointment, annually,
thereafter and as they occur? Yes/No |
All Directors are mandated to inform the Chairman/
Secretary of any conflict of interest on an ongoing
basis. A Directors Information Form which contains
provisions for 'conflict of interest declarations' has
been developed and will be administered annually
starting from the current FY. |
|
iv) Are NEDs provided with information
relating to the management of the
company and on all Board matters?
Yes/No
If yes, when is the information provided to
the NEDs |
Yes. They are provided with very detailed reports on
all aspects of the business.
On a quarterly basis and more frequently as
required |
|
v) What is the process of ensuring
completeness and adequacy of the
information provided?
|
The information is prepared and reviewed by the
Heads of relevant functions, and the Managing
Director. Feedback is also taken from members of
the Board. |
|
vi) Do NEDs have unfettered access to the
EDs, Company Secretary and the Internal
Auditor? Yes/No |
Yes |
| Principle 7: Independent
Non-Executive Directors
Independent Non-Executive
Directors bring a high degree
of objectivity to the Board for
sustaining stakeholder trust
and confidence" |
i) Do the INEDs meet the independence
criteria prescribed under Section 7.2 of the
Code? Yes/No
|
Yes |
|
ii) Are there any exceptions? |
No |
|
iii) What is the process of selecting INEDs? |
Vetting by the Nominations, Governance &
Remuneration committee in line with the Board
Appointment Policy
|
|
iv) Do the INEDs have letters of appointment
specifying their duties, liabilities and terms
of engagement? Yes/No
|
A new 'Terms of Engagement' document which sets
out roles/responsibilities has been developed and
will be issued going forward |
|
v) Do the INEDs declare any conflict of
interest on appointment, annually,
thereafter and as they occur? Yes/No
|
All Directors are mandated to inform the Chairman/
Secretary of any conflict of interest on an ongoing
basis. A Directors Information Form which contains
provisions for 'conflict of interest declarations' has
been developed and will be administered annually
starting from the current FY. |
|
vi) Does the Board ascertain and confirm the
independence of the INEDs? Yes/No
If yes, how often?
What is the process? |
Yes. The requirements of the Corporate
Governance codes are used as a checklist to verify
the INEDs independence on an ongoing basis. |
|
vii) Is the INED a Shareholder of the
Company? Yes/No
If yes, what is the percentage
shareholding? |
2 of the 3 INEDs are shareholders
Mrs. Adetayo - 50,000 shares - 0.00063%
Mr. Sokunbi - 208,000 shares - 0.0026% |
|
viii) Does the INED have another relationship
with the Company apart from directorship
and/or shareholding? Yes/No
If yes, provide details |
No |
|
ix) What are the components of INEDs
remuneration? |
Directors fees, Sitting allowances, Benefits in kind
(i.e. food products) |
| Principle 8: Company
Secretary
"The Company Secretary
support the effectiveness of
the Board by assisting the
Board and management to
develop good corporate
governance practices and
culture within the Company" |
i) Is the Company Secretary in-house or
outsourced? |
In-house |
|
ii) What is the qualification and experience of
the Company Secretary?
|
The Company Secretary is a lawyer, and also
possesses an MBA degree. She has over 20 years'
experience in Corporate Commercial & Company
Secretarial fields of practice. |
|
iii) Where the Company Secretary is an
employee of the Company, is the person a
member of senior management?
|
Yes. |
|
iv) Who does the Company Secretary report
to?
|
To the Board (through the Chairman) and the MD |
|
v) What is the appointment and removal
process of the Company Secretary?
|
The CS is appointed/ removed by the Board |
|
vi) Who undertakes and approves the
performance appraisal of the Company
Secretary?
|
The Board
|
| Principle 9: Access to
Independent Advice
"Directors are sometimes
required to make decisions of
a technical and complex
nature that may require
independent external
expertise"
|
i) Does the company have a Board-approved
policy that allows directors access to
independent professional advice in the
discharge of their duties? Yes/No
If yes, where is it documented?
|
Yes Board Charter |
|
ii) Who bears the cost for the independent
professional advice?
|
The Company |
|
iii) During the period under review, did the
Directors obtain any independent
professional advice? Yes/No
If yes, provide details.
|
No |
| Principle 10: Meetings of the
Board
"Meetings are the principal
vehicle for conducting the
business of the Board and
successfully fulfilling the
strategic objectives of the
Company" |
i) What is the process for reviewing and
approving minutes of Board meetings? |
Minutes of meetings are reviewed at the
subsequent Board meeting, comments/corrections
are made and the minutes are adopted upon a
motion moved and seconded by 2 different
Directors |
|
ii) What are the timelines for sending the
minutes to Directors? |
3 weeks after meetings |
|
iii) What are the implications for Directors who
do not meet the Company policy on
meeting attendance?
|
They cannot stand for re-election at the AGM
The record of their attendance is disclosed in the
Annual Report
Attendance is part of the evaluation criteria used in
the Board & Director performance evaluation
Continuous absence may be a ground for removal
from the Board
|
|
Principle 11: Board
Committees
"To ensure efficiency and
effectiveness, the Board
delegates some of its
functions, duties
and responsibilities to wellstructured committees,
without abdicating its
responsibilities"
|
i) Do the Board Committees have Boardapproved Charters which set out their
responsibilities and terms of reference?
Yes/No |
Yes
|
|
ii) What is the process for reviewing and
approving minutes of Board Committee of
meetings?
|
Minutes of meetings are reviewed at the
subsequent meeting, comments/corrections are
made and the minutes are adopted upon a motion
moved and seconded by 2 different members |
|
iii) What are the timelines for sending the
minutes to the directors?
|
3 weeks from meetings
|
|
iv) Who acts as Secretary to board
committees? | The Company Secretary |
|
v) What Board Committees are responsible for
the following matters?
a) Nomination and Governance
b) Remuneration
c) Audit
d) Risk Management
| a & b. Nominations, Governance &
Remuneration Committee
c & d. The establishment of a Board Audit & Risk
Management Committee is being considered.
In the interim, the statutory Audit Committee
and the Risk Management function handle this role |
|
vi) What is the process of appointing the chair
of each committee ? |
Nomination by the Board
|
|
Committee responsible for Nomination and Governance
|
|
vii) What is the proportion of INEDs to NEDs on
the Committee responsible for Nomination |
2 INEDS, 1 NED |
|
and Governance? |
|
|
viii) Is the chairman of the Committee a NED or
INED ?
|
NED |
|
ix) Does the Company have a succession plan
policy? Yes/No
If yes, how often is it reviewed? |
Yes. Every 6 months
|
|
x) How often are Board and Committee
charters as well as other governance policies
reviewed? |
Every 2 years, or more frequently if required
|
|
xi) How does the committee report on its
activities to the Board?
| Minutes of its meetings are submitted to the Board.
The Chairman of the Committee gives a report on
key issues at each Board meeting |
|
Committee responsible for Remuneration
|
|
xii) What is the proportion of INEDs to NEDs on
the Committee responsible for
Remuneration?
| Same as above (Nomination, Governance &
Remuneration Committee)
|
|
xiii) Is the chairman of the Committee a NED
or INED ? | Same as above
|
|
Committee responsible for Audit |
|
xiv) Does the Company have a Board Audit
Committee separate from the Statutory
Audit Committee? Yes/No
| No. The establishment of a Board Audit & Risk
Management Committee is currently being
considered. A proposal and a draft charter have
been developed. |
|
xv) Are members of the Committee
responsible for Audit financially literate?
Yes/No
| The proposed members are financially literate.. |
|
xvi) What are their qualifications and
experience?
| The proposed members have Accounting and
Finance backgrounds
|
|
xvii) Name the financial expert(s) on the
Committee responsible for Audit
| This is still at the proposal stage
|
|
xviii)How often does the Committee
responsible for Audit review the internal
auditor's reports?
| The proposal is that this will be done quarterly
|
|
xix) Does the Company have a Board
approved internal control framework in
place? Yes/No |
Yes |
|
xx) How does the Board monitor compliance
with the internal control framework?
|
Through the Statutory Audit Committee |
|
xxi) Does the Committee responsible for Audit
review the External Auditors management
letter, Key Audit Matters and management
response to issues raised? Yes/No
Please explain.
|
This is currently done by the statutory Audit
Committee. |
|
xxii) Is there a Board-approved policy that
clearly specifies the non-audit services that
the external auditor shall not provide?
Yes/No
|
No |
|
xxiii) How many times did the Audit Committee
hold discussions with the head of internal
audit function and external auditors
without the management during the
period under review?
|
The Committee is still at the proposal stage |
|
Committee responsible for Risk Management |
|
xxiv)Is the Chairman of the Risk Committee a
NED or an INED?
|
The establishment of a Board Audit & Risk
Management Committee is being considered. A
proposal and draft charter have been developed |
|
xxv) Is there a Board approved Risk
Management framework? Yes/No?
If yes, when was it approved? |
Yes. December 2019 |
|
xxvi)How often does the Committee review the
adequacy and effectiveness of the Risk
Management Controls in place?
Date of last review
|
The establishment of a Board Audit & Risk
Management Committee is being considered. |
|
xxvii) Does the Company have a Boardapproved IT Data Governance
Framework? Yes/No
If yes, how often is it reviewed?
| This is being developed. Timeline for completion is
December 2020 |
|
xxviii) How often does the Committee receive
and review compliance report on the IT
Data Governance Framework?
| The establishment of a Board Audit & Risk
Management Committee is being considered |
|
xxix)Is the Chief Risk Officer (CRO) a member of
Senior Management and does he have
relevant experience for this role? Yes/No |
The officer is mid-management
|
|
xxix)Is the Chief Risk Officer (CRO) a member of
Senior Management and does he have
relevant experience for this role? Yes/No |
The officer is mid-management
|
|
xxx) How many meetings of the Committee did
the CRO attend during the period under
review? |
The establishment of a Board Audit & Risk
Management Committee is being considered. |
| Principle 12: Appointment to
the Board
"A written, clearly defined,
rigorous, formal and
transparent procedure serves
as a guide for the selection
of Directors to ensure the
appointment of high-quality
individuals to the Board"
|
i) Is there a Board-approved policy for the
appointment of Directors? Yes/No
|
Yes
|
|
|
ii) What criteria are considered for their
appointment?
|
General criteria:
Strong qualifications/professional background,
Honesty, Integrity, Strategic capability,
Entrepreneurial, Reasonable financial expertise,
Independent thinking, People skills, Reasonable
network of contacts
INED- specific criteria:
Free from relationships with the Company,
Management or the Board that may hinder their
independence
Compliance with all the criteria for independence
set out in the Corporate Governance codes
ED-specific criteria:
Requisite knowledge to effectively discharge their
duties
Cannot be a NED or Chairman of more than 1 other
company, which must not be a competitor
|
|
iii) What is the Board process for ascertaining
that prospective directors are fit and proper
persons? | Vetting by the Nominations, Governance and
Remuneration Committee |
|
iv) Is there a defined tenure for the following:
a) The Chairman
b) The MD/CEO
c) INED
d) NED
e) EDs | No |
|
v) Please state the tenure
| |
|
vi) Does the Board have a process to ensure
that it is refreshed periodically? Yes/No?
| Yes. Recommendations are taken from Board
performance evaluations. The NGR Committee also
reviews Board membership periodically. |
|
Principle 13: Induction and
Continuing Education
"A formal induction
programme on joining the
Board as well as regular
training assists Directors to
effectively discharge their
duties to the Company"
| i) Does the Board have a formal induction
programme for new directors? Yes/No
| Yes. New directors are provided with an induction
pack containing relevant information (previous
annual reports, minutes of Board meetings, strategic
reports etc), they are taken on a tour of the
factories, and they meet with key Management
staff |
|
ii) During the period under review, were new
Directors appointed? Yes/No
If yes, provide date of induction. |
No |
|
iii) Are Directors provided relevant training to
enable them effectively discharge their
duties? Yes/No
If yes, provide training details. |
Yes. Directors are trained on an annual basis.
Ausso Leadership Academy: training on strategic
leadership. June 2019 |
|
iv)How do you assess the training needs of
Directors. |
Based on recommendations from the Board
performance evaluation and from Directors' own
feedback |
|
v) Is there a Board-approved training plan?
Yes/No. |
Yes |
|
vi)Has it been budgeted for? Yes/No . |
Yes |
|
Principle 14: Board Evaluation
"Annual Board evaluation
assesses how each Director,
the committees of the Board
and the Board are
committed to their roles, work
together and continue to
contribute effectively to the
achievement of the
Company's objectives" |
i) Is there a Board-approved policy for
evaluating Board performance? Yes/No
| Yes |
|
|
ii) For the period under review, was there any
Board Evaluation exercise conducted?
Yes/No
| Yes |
|
|
iii) If yes, indicate whether internal or external.
Provide date of last evaluation.
| External. Conducted by PwC Nigeria
October 2019 |
|
|
iv)Has the Board Evaluation report been
presented to the full Board? Yes/No
If yes, indicate date of presentation. | Yes
10th December 2019 |
|
|
v) Did the Chairman discuss the evaluation
report with the individual directors? Yes/No
. | Yes |
|
|
vi)Is the result of the evaluation for each
Director considered in the re-election
process? Yes/No
. | Yes |
|
|
vi)Is the result of the evaluation for each
Director considered in the re-election
process? Yes/No
. | Yes |
| Principle 15: Corporate
Governance Evaluation
"Institutionalizing a system for
evaluating the Company's
corporate governance
practices ensures that its
governance standards,
practices and processes are
adequate and effective"
|
i) For the period under review, has the
Company conducted a corporate
governance evaluation? Yes/No
If yes, provide date of the evaluation.
|
No. This will be conducted in the current year |
|
|
ii) Is the result of the Corporate Governance
Evaluation presented and considered by the
Board? Yes/No |
To be conducted in current year |
|
|
iii) If yes, please indicate the date of last
presentation. |
To be conducted in current year |
|
|
iv)Is the summary of the Corporate
Governance Evaluation included in the
annual reports and Investors portal? Yes/No. |
To be conducted in current year |
| Principle 16: Remuneration
Governance
"The Board ensures that the
Company remunerates fairly,
responsibly and transparently
so as to promote theachievement of strategic
objectives and positive
outcomes in the short,
medium and long term"
|
i) Is there a Board-approved Directors'
remuneration policy? Yes/No
If yes, how often is it reviewed?
|
Yes
Every 2 years. More frequently if required. |
|
|
ii) Provide details of directors' fees, allowances
and all other benefits paid to them during
the period under review. |
N13.25 million |
|
|
medium and long term"
iii) Is the remuneration of NEDS presented to
shareholders for approval? Yes/No
If yes, when was it approved?
. |
Yes. This is done periodically, in line with CAMA |
|
|
iv) What portion of the NEDs remuneration is
linked to company performance?. |
NED remuneration is not linked to company
performance |
|
|
v) Is there a Board-approved remuneration
policy for Executive and Senior
management? Yes/No
If yes, to what extent is remuneration linked to
company performance? . |
Yes. Bonuses/profit sharing is based on the
attainment of a specified profitability level. |
|
|
vi)Has the Board set KPIs for Executive
Management? Yes/No. |
Yes. |
|
|
vii) If yes, was the performance measured
against the KPIs? Yes/No |
Yes. |
|
|
viii) Do the MD/CEO, EDs and Company
Secretary receive a sitting allowance
and/or directors fees? Yes/No |
No. |
|
|
ix) Which of the following receive sitting
allowance and/or fees:
a. MD/CEO
b. ED
c. Company Secretary
d. Other Senior management staff |
None. |
|
|
x) Is there a Board-approved clawback policy
for Executive management? Yes/No
If yes, attach the policy. |
NYes. |
|
|
x) Is there a Board-approved clawback policy
for Executive management? Yes/No
If yes, attach the policy. |
NYes. |
| Principle 17: Risk
Management
"A sound framework for
managing risk and ensuring
an effective internal control
system is essential for
achieving the strategic
objectives of the Company" |
i) Has the Board defined the company's risk
appetite and limit? Yes/No |
Yes |
|
|
ii) How often does the company conduct a risk
assessment?. |
Annually, or more frequently if a new risk is identified. |
|
|
iii) How often does the board receive and
review risk management reports? . |
Quarterly. |
| Principle 18: Internal Audit
"An effective internal audit
function provides assurance
to the Board on the
effectiveness of the
governance, risk
management and internal
control systems"
| i) Does the company have an Internal Audit
function? Yes/No
If no, how has the Board obtained adequate
assurance on the effectiveness of internal
processes and systems? |
Yes. Internal Audit services are outsourced to a
professional audit firm, with support from an internal
team.
|
|
ii) Does the company have a Board-approved
internal audit charter ? Yes/No |
Yes |
|
iii) Is the head of internal audit a member of
senior management? Yes/No |
Internal audit services are provided by an
outsourced firm. |
|
iv) What is the qualification and experience of
the head of internal audit? |
The outsourced firm is one of the 'big 4' audit firms
in Nigeria. They possess vast expertise in the field. |
|
v) Does the company have a Board-approved
annual risk-based internal audit plan?
Yes/No
|
Yes. |
|
vi) Does the head of the internal audit function
report at least once every quarter to the
committee responsible for audit, on the
adequacy and effectiveness of
management, governance, risk and control
|
The outsourced firm reports on a quarterly basis to
the statutory Audit Committee. |
|
environment; deficiencies observed and
management mitigation plans? Yes/No
|
|
|
vii) Is there an external assessment of the
effectiveness of the internal audit function at
least once every three years by a qualified
independent reviewer appointed by the
Board? Yes/No
If yes, when was the last assessment?
|
The firm was recently appointed in 2017. This will be
implemented going forward |
|
viii) Who undertakes and approves the
performance evaluation of the Head of
Internal Audit?
|
The Managing Director |
| Principle 19: Whistleblowing
"An effective whistle-blowing
framework for reporting any
illegal or unethical behaviour
minimises the Company's
exposure and prevents
recurrence"
| i) Does the company have a Board-approved
whistleblowing framework? Yes/No
If yes, when was the date of last review
|
Yes.
June 2019 |
|
ii) Does the Board ensure that the
whistleblowing mechanism and are process
reliable, accessible to all stakeholders,
guarantees anonymity and protection of the
whistleblower? Yes/No
| Yes |
|
iii) Is the Audit committee provided with the
following reports on a periodic basis?
a) Reported cases
b) Process and results of Investigated
cases
|
Yes. Reports are provided to the Committee when/if
cases arise
|
| Principle 20: External Audit
"An external auditor is
appointed to provide an
independent opinion on the
true and fair view of the
financial statements of the
Company to give assurance
to stakeholders on the
reliability of the financial
statements"
|
i) Who makes the recommendations for the
appointment, re-appointment or removal of
external auditors?
| The Audit Committee makes recommendations to
the Board |
|
ii) Who approves the appointment, reappointment, and removal of External
Auditors?
| The shareholders in general meeting |
|
iii) When was the first date of appointment of
the External auditors? | 26th September 2019
|
|
iv)How often are the audit partners rotated? | Maximum of 5 years
|
| Principle 21: General
Meetings
"General Meetings are
important platforms for the
Board to engage
shareholders to facilitate
greater understanding of the
Company's business,
governance and
performance. They provide
shareholders with an
opportunity to exercise their
ownership rights and express
their views to the Board on
any areas of interest"
|
) How many days prior to the last general
meeting were notices, annual reports and
any other relevant information dispatched to
Shareholders?
| 23 clear days |
|
ii) Were the Chairmen of all Board Committees
and the Chairman of the Statutory Audit
Committee present to respond to
Shareholders' enquiries at the last meeting?
Yes/No
| Yes |
| Principle 22: Shareholder
Engagement
"The establishment of a
system of regular dialogue
with shareholders balancetheir needs, interests and
expectations with the
objectives of the Company
| i) Is there a Board-approved policy on
shareholders' engagement? Yes/No
If yes:
a) when was it last reviewed?
b) Is the policy hosted on the company's
website
| Yes. There is a Stakeholders Management,
Engagement & Communication policy.
The policy was reviewed in March 2020. |
|
ii) How does the Board engage with
Institutional Investors and how often
| Like all shareholders, institutional investors may
engage with the Board through correspondence,
general meetings, the Company Secretary, etc as
frequently as they desire.
|
| Principle 23: Protection of
Shareholder Rights
"Equitable treatment of
shareholders and the
protection of their statutory
and general rights,
particularly the interest of
minority shareholders,
promote good governance
| i) Does the Board ensure that adequate
and timely information is provided to the
shareholders on the Company's
activities? Yes/No
| Yes. Information is provided in a timely manner
through the NSE, press releases, the annual reports,
etc. |
| Principle 24: Business
Conduct and Ethics
"The establishment of
professional business and
ethical standards underscore
the values for the protection
and enhancement of the
reputation of the Company
while promoting good
conduct and investor
confidence"
|
i) Does the company have a Board-approved
Code of Business Conduct and Ethics (COBE)
that guides the professional business and
ethical standards? Yes/No
If yes:
a) Has the COBE been communicated to
all internal and external Stakeholders?
Yes/No
b) Is the COBE applicable to any or all of
the following:
1. Board
2. Senior management
3. Other employees
4. Third parties
| Yes.
The code has been communicated to all internal
stakeholders. External stakeholders will be notified
once the update (detailed below) is completed.
The Board has its own Code of Conduct document
The Employee COBE covers Senior Management
and other employees. Prior to the COVID19
lockdown, the document was being updated with
provisions which apply to 3rd parties; this is in the final
stages of review. |
|
ii) When was the date of last review of the
policy? |
Board: 2019
Employees: 2018 |
|
iii) Has the Board incorporated a process for
identifying, monitoring and reporting
adherence to the COBE? Yes/No |
Yes. This is done through Management |
|
ii) When was the date of last review of the
policy? |
Board: 2019
Employees: 2018 |
|
iv) What sanctions were imposed for the period
under review for non-compliance with the
COBE? |
No reported cases |
| Principle 25: Ethical Culture
"The establishment of
policies and mechanisms for
monitoring insider trading,
related party transactions,
conflict of interest and other
corrupt activities, mitigates
the adverse effects of these
abuses on the Company
and promotes good ethical
conduct and investor
confidence"
|
i) Is there a Board- approved policy on
insider trading? Yes/No
If yes:
a) When was the last date of review?
b) How does the Board monitor
compliance with this policy? | Yes
2019
Through the Company's registrars |
|
ii) Does the company have a Board
approved policy on related party
transactions? Yes/No
If yes:
a) When was the last date of review?
b) How does the Board monitor
compliance with this policy?
c) Is the policy applicable to any or
all of the following:
1. Board
2. Senior management
3. Other employees (Specify)
4. Third parties (Specify) | The Company complies with IAS24, the standard on
related parties
Through Management
The Board has a Conflict of Interest & Related Party
Transactions Policy |
|
iii) How does the Board ensure adequate
disclosure of Related Party Transactions by
the responsible parties | The Board is mandated to disclose such transactions
to the Chairman/ Co. Sec
For employees- through Management |
|
iv) Does the company have a Boardapproved policy on conflict of interest?
Yes/No
If yes:
a) When was the last date of review?
b) How does the Board monitor
compliance with this policy?
c) Is the policy applicable to any or all
of the following:
1. Senior management
2. Other employees (Specify) | Yes.
October 2018
Through Management
Yes
Yes |
| Principle 26: Sustainability
"Paying adequate attention
to sustainability issues
including environment,
social, occupational and
community health and safety
ensures successful long-term
business performance and
projects the Company as a
responsible corporate citizen
contributing to | i) Is there a Board-approved sustainability
policy? Yes/No
If yes, when was it last reviewed | Yes
It was developed in June 2020
|
|
ii) How does the Board monitor compliance
with the policy? |
Compliance is monitored through Management |
|
iii) How does the Board report compliance
with the policy? |
Compliance is reported in the Annual Report
|
|
iv) Is there a Board-approved policy on
diversity in the workplace? Yes/No
If yes, when was it last reviewed? |
No
|
| Principle 27: Stakeholder
Communication
"Communicating and
interacting with stakeholders
keeps them conversant with
the activities of the
Company and assists them in
making informed decisions" |
i) Is there a Board-approved policy on
stakeholder management and
communication? Yes/No |
Yes. There is a Stakeholder Management,
Engagement and Communication policy |
|
ii) Does the Company have an up to date
investor relation portal? Yes/No
If yes, provide the link.
| The entire website is being revamped, and the
engagement of a digital media agency for this
purpose is ongoing |
| Principle 28: Disclosures
"Full and comprehensive
disclosure of all matters
material to
investors and stakeholders,
and of matters set out in this
Code,
ensures proper monitoring of
its implementation which
engenders
good corporate governance pratices |
i) Does the company's annual report
include a summary of the corporate
governance report? Yes/No |
Yes |
|
ii) Has the company been fined by any
regulator during the reporting period?
Yes/No
If yes, provide details of the fines and
penalties. |
No |