In pursuance of the Code of Best Practices on Corporate Governance in Nigeria, 2003 (''the Code"), we hereby report as follows:

UAC of Nigeria PIC is a Company of integrity and high ethical standards. Our reputation for honest, open and dependable business conduct, built over the years, is an asset just as our people, brands and factories. Every employee of the Company and its subsidiaries subscribes to comply with the UACN Code of Business Principles & Ethics ("the Code") on an annual basis. The Board of Directors is responsible for ensuring that the Code is communicated to, understood and observed by, all employees.

The Board of Directors
Under the Articles of Association of the Company, the business of the Company shall be controlled and managed by the Directors, who may exercise all such powers of the Company as are not by statute or the Articles to be exercised bythecompany in General Meeting.

The Matters Reserved For The Board
The following are the matters reserved for the Board of Directors of the are the matters reserved for the Board of Directors of the Company:

• Strategy and Management
• Selection, performance appraisal and compensation of executive directors
• Succession planning
• Communication with shareholders and management of investor relations
• Integrity of financial controls and reports
• Risk and Internal controls
• Board Appointments
• Corporate Responsibility through the approval of relevant policies
• Approves and reviews the matters reserved forthe Board and the terms of
  reference for Board Committees
• Determines the scope of delegated authority to Board Committees and
  management and their accountabilities and responsibilities
• Sets the procedure for determining the remuneration for non executive
  directors
• Develops and enforces a code of conduct for non-executive directors
• Ensures compliance with all applicable laws and regulations by the Company and its subsidiaries