UAC of Nigeria PLC 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 and brands. We conduct our business in full compliance with the laws and regulations of Nigeria and our Code of Business Conduct.
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 by the Company in the general meeting. The operations of the Board of Directors of UAC of Nigeria PLC are governed by a charter.
Composition of the Board of Directors The Board is made up of five Non-Executive and three Executive Directors. All the Directors have access to the advice and services of the Company Secretary. With the approval of the Chairman of the Board, they may take advice from third party professionals in areas where such advice will improve the quality of their contribution to Board deliberations.
Separation of Positions of Chairman and Managing Director The Position of the Chairman is distinct from that of the Group Managing Director/CEO. The Chairman is Mr. Dan Agbor while the Group Managing Director/Chief Executive Officer is Mr. Larry Ettah. The other Executive Directors are Mr. Abdul Bello, the Chief Financial Officer and Mr. Joseph Dada, the Executive Director, Corporate Services. Other Non-Executive Directors that served during the year are Mrs. Awuneba Ajumogobia (the Independent Director), Engr. (Dr.) Okechukwu John Mbonu, Mr. Babatunde Kasali and Dr. Umaru Alka.
The Roles and Responsibilities of the Board The following matters are reserved for the Board of Directors of the Company:
a. Formulation of policies, strategy and overseeing the management and conduct of the business;
b. Formulation and management of risk management framework;
c. Succession planning and appointment, training, remuneration and replacement of Board Members and Senior Management;
d. Overseeing the effectiveness and adequacy of internal control systems;
e. Overseeing the maintenance of the Company’s communication and information dissemination policy;
f. Performance appraisal and compensation of Board Members and senior executives;
g. Ensuring effective communication with shareholders, other stakeholders, and the investing public;
h. Ensuring the integrity of financial controls and reports;
i. Ensuring that ethical standards are maintained;
j. Ensuring compliance with the Company’s Memorandum and Articles of Association, applicable laws, regulations, standards and Code of Corporate Governance by the Company and its Business Units;
k. Definition of the scope of delegated Authority to Board committees and management and their accountabilities;
l. Definition of the scope of corporate social responsibility through the approval of relevant policies;
m. Approval and enforcement of a code of ethics and business practices for the Company, the employees and directors.
The process of appointing Directors involves a declaration of a vacancy at a Board meeting; sourcing of the curriculum vitae of suitable candidates depending on the required skills, competence and experience at any particular time; and reference of the Curriculum Vitae to the Governance and Remuneration Committee for necessary background checks, informal interviews/interaction and a recommendation for approval to the Board of Directors. A Director appointed by the Board is presented to the next Annual General Meeting of the members of the Company for election in line with statutory requirement.
Directors’ Induction and Training Every newly appointed Director receives a letter of appointment detailing the terms of reference of the Board and its Committees, the Board Structure, Board plan for current year, his remuneration and demand on his time as a result of the appointment. The letter of appointment is accompanied with the Memorandum and Articles of Association of the Company, the latest Annual Report & Accounts, the Code of Corporate Governance for Public Companies in Nigeria, UACN Code of Business Conduct and other documents, policies, processes and procedures that will help the Director to gain an understanding of the Company, its history, culture, core values, governance framework, business principles, people, operations, brands, projects, processes and plans.
A new Director undergoes an induction/orientation process whereby he is introduced to the members of the Board of Directors and leadership teams of Corporate Centre and Subsidiary Companies. Operational visits are also arranged for the new Director to meet with Leadership teams and introduction to business operations. Directors attended a UAC Group Board Retreat which was focused on Board Effectiveness, Strategy and recent developments in Corporate Governance facilitated by a faculty from the International Institute for Management Development (IMD), based in Switzerland.
Board Meetings The Board met 7 times during the 2016 financial year. The following table shows the attendance of Directors at the Board Meetings:
Key: P: Present
Board Evaluation A Board Evaluation was undertaken at the end of 2016 financial year. The performance of the Board, Board Committees and individual Directors was adjudged satisfactory; and necessary feedback was given to the Directors arising from the exercise.
Composition of Board Committees The Board functions through two Board Committees namely, Risk Management Committee and Governance & Remuneration Committee. Board Committees make recommendations for approval by the full Board.
1. The Risk Management Committee The Committee is chaired by Mrs. Awuneba Ajumogobia, the independent Non-Executive Director and is made up of another Non-Executive Director and three Executive Directors.
The Terms of Reference for the Risk Management Committee are as follows:
i. Understand the principal risks to achieving the company and group’s strategy;
ii. Oversee the establishment of a management framework that defines the company’s risk policy, risk appetite and risk limits;
iii. Ensure that business profile and plans are consistent with the Company and group risk appetite;
iv. Assist the Board in overseeing risk management and monitoring the Group’s performance with regards to risk management;
v. Review the process for identifying and analyzing business level risk;
vi. Agree and implement risk measurement and reporting standards as well as methodologies;
vii. Periodically review the key controls, processes and practice, including limit structure;
viii. Monitor, review and challenge all aspects of the Company’s and group’s risk profile key risk management practice;
ix. Periodically evaluate the Company’s risk profile, action plans to manage high risks and progress on the implementation of these plans;
x. Monitor risk management policies to ensure they are integrated into the Company’s culture;
xi. Review quarterly risk management reports and make recommendation to the Board on appropriate actions;
xii. Ensure UACN’s risk exposures are within approval risk control limits;
xiii. Assess new risk-return opportunities;
xiv. Undertake at least annually a thorough risk assessment covering all aspects of the Company’s business and use the result of the risk assessment to update the risk management framework of the Company;
xv. Review the structure for, and implementation of, risk measurement and reporting standards as well as methodologies;
xvi. Ensure disclosure of the Company and group risk management policies and practices in the annual report
i. Review updates on implementation level of internal and external auditor’s recommendations by management from Board Representatives on the Audit Committee.
ii. Recommend for Board approval, the appointment of an Internal Audit Service Provider;
iii. Periodically evaluate the performance of Internal Audit Service Provider and make recommendation to the Board;
iv. Periodically review the manning level and the adequacy of the resources with which the Internal Audit and Risk functions discharge their duties.