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 the Company’s Memorandum and Articles of Association, Board
Charter, applicable laws and regulations.

Composition of the Board of Directors
The Board of Directors was made up of five Non-Executive and three Executive Directors during the 2017 financial year. All the Directors had 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.

In the year under review, the Position of the Chairman was distinct from that of the Group Managing Director/CEO. The two positions were occupied by Mr.
Dan Agbor and Mr. Larry Ephraim Ettah respectively. The other Executive Directors were Mr. Abdul Bello, Executive Director/Chief Financial Officer and Mr. Joseph Dada, the Executive Director, Corporate Services. Other Non-Executive Directors that served during the year were Mrs. Awuneba Ajumogobia, the Independent Non-Executive 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;
I. 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.

Board Appointment Process

The Governance & Remuneration Committee serves as nomination Committee for recommending candidates to fill vacant positions on the Board. The process of
appointing Directors involves a declaration of a vacancy at a Board meeting. The curriculum vitae of suitable candidates having regard to the required
skills, competence and experience are referred to the Governance and Remuneration Committee for necessary background checks, informal
interviews/interaction and a recommendation for Board’s consideration and approval. Board positions are also sometime given to significant investors who
own above 10% of the issued and paid up share capital of the Company, as part of the terms of investment.

Changes on the Board are timeously notified to relevant regulatory authorities and the investing public. A Director appointed by the Board is presented in 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 comprehensive letter of appointment, which spells out the terms of reference of the Board and its Committees, the Board Structure, Board plan for current year, remuneration and demand on his time and
disclosure requirements. The letter of appointment is accompanied by significant Company documents and policies such as: Memorandum and Articles of Association of the Company, latest Annual Report & Accounts, 2011 SEC Code of Corporate Governance for Public Companies in Nigeria, UACN Code of Business Conduct,
previous year’s Board minutes, to help the new Director 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 members of the Board of Directors, leadership teams of Corporate Centre and Subsidiary Companies and classroom lectures on UAC legacy, core values, and business verticals; corporate governance framework, fiduciary duties of
Directors, ethics and policies; overview of budget, delegation of authority framework, risk management and investor’s relations in the Company; and performance and talent management among others.

Operational visits are also arranged to introduce the new Director to business operations of the subsidiary Companies. Periodic training programmes are organized for Board members from time to time.

Board Meetings
The Board met 7 times during the 2017 financial year. The following table shows the attendance of Directors at the Board Meetings:

Board Evaluation
We have in place a robust mechanism for undertaking a formal and rigorous annual evaluation of the performance of the Board, Board Committees and individual Directors. A very detailed Board Evaluation Questionnaire is annually administered on all Board members, in line with regulatory requirements and best practice. Feedback are given to Board members at the end of the exercise. A summary of the issues from the evaluation is discussed by the Board and necessary
action taken.

Composition of Board Committees
The Board functioned through two Board Committees namely, Risk Management Committee and Governance & Remuneration Committee during the year under review. Board Committees make recommendations for approval by the full Board.

1. The Risk Management Committee
The Committee was chaired by Mrs. Awuneba Ajumogobia, the independent Non-Executive Director and was 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 analysing 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 approved 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.

Whistle Blowing
I. Oversee the establishment of Whistle Blowing procedures for the receipt, retention, and treatment of Complaints received by the Group regarding accounting, internal controls and/or auditing matters, unethical activity, breach of the Corporate Governance Code and the confidential/anonymous treatment of submission
by Stakeholders (Employees, Customers, Suppliers, Applicants etc.) of the Group with respect to such Complaints.

I. Oversee the company’s financial reporting, its policies and processes;
ii. Review the group’s operational performance;
iii. Make recommendations to the Board on capital expenditure, specific projects and their financing, within the overall approved plan;
iv. Make recommendations on management of Company’s cash and debt exposure/ borrowings;
v. Monitor compliance with applicable laws and regulations by the Company and its subsidiaries.

Committee Meetings
The Risk Management Committee met 3 times during the year. The following table shows the attendance of the members of the committee at the meetings:

2. The Governance and Remuneration Committee
The Committee was chaired by Mr. Dan Agbor, a Non-Executive Director and made up of two other Non-Executive Directors. The GMD/CEO only attends the meetings of the Committee to present reports and shed light on people management and remuneration proposals.

The Terms of Reference of Governance and Remuneration Committee are as follows:
a. To periodically evaluate the skills, knowledge and experience required on the Board and make recommendations on the composition of the Board;
b. To define the criteria and the procedure for the appointment of Directors to Board and Board committees;
c. To prepare a job specification for the Chairman’s position, including an assessment of time commitment required of the candidate;
d. To nominate new Directors for appointment to the Boards of the Company, and subsidiary and associated companies;
e. To recommend the appointment, remuneration and promotion of Executive Directors and Senior Management;
f. To perform annual evaluation of the Board, Board committees and Boards of subsidiary companies as appropriate;
g. To set the performance targets/criteria and evaluate the performance of the Group Managing Director/CEO and make recommendations to the Board on his performance;
h. To review from time to time succession planning proposals and implementation;
I. To document and review the Board Charter and composition, roles, responsibilities, authorities, reporting framework of Board Committees and the Boards of Subsidiary companies;
j. To make recommendations to the Board on the adoption of a Code of Conduct (including policy on trading in Company’s Shares) for Directors and Senior Executives and to review the same from time to time;
k. To make recommendations to the Board on the whistle blowing process for the Company that encourages stakeholders to report any unethical activity/breach in Corporate Governance;
I. To oversee continuing education of Board members and induction of new directors;
m. To make input into the annual report of the Company in respect of Directors’ compensation;
n. To review and make recommendations to the Board for approval on the Company’s organizational structure and propose amendments;
o. To review and make recommendations to the Board on group-wide staff appraisal, salary and compensation.

Committee Meetings
The Committee met 6 times in 2017. The following table shows the attendance of committee members at the Meetings:

At the Management Level, a Business Review Committee presided over by the Group Managing Director/CEO, comprising the Executive Directors, Managing Directors of Subsidiary Companies and Heads of Corporate Centre Units met every month to review business performance and operational and strategic issues of the Group and Subsidiary Companies.

The members of the leadership teams of the Corporate Centre and Business Units also attend an Annual Business Retreat to review the performance of the
Business Units and the Group, discuss the approved budget for the current year and agree execution modalities. The Chairman of the Board also attends the
Annual Group Business Retreat to give Management Board’s feedback on corporate strategy, business direction, performance and expectations.

The list of current Group Senior Management Team is on Page 29 of this Annual Report.

Code of Business Conduct
The Company has refreshed its Code of Business Conduct for Employees and other Stakeholders to align it with international best practice. The Board of Directors is responsible for ensuring that the Code is communicated to, understood and observed by, all employees.

The Statutory Audit Committee consisted of six members made up of three representatives of shareholders elected at the previous Annual General Meeting for a tenure of one year and three representatives of the Board of Directors nominated by
the Board. The Chairman of the Committee is Mr Olabisi Fayombo, a Chartered Accountant and a shareholders’ representative. The Company Secretary
is the Secretary to the Committee. The meetings of the Committee were attended by representatives of KPMG Professional Services, our Internal Audit Service
Provider, Ernst & Young, our Independent Auditors and UAC Head of Risk & Compliance. The Committee operates within the provisions of the Companies and
Allied Matters Act CAP C20 Laws of the Federation, 2004, 2011 SEC Code of Corporate Governance for Public Companies in Nigeria, Audit Committee
Charter, Internal Audit Charter and best practice. The following table shows members’ attendance at the four meetings the Committee held in 2017:

The Terms of Reference of the Committee
The following are the terms of reference of the Committee:
The Committee is authorized by the Companies and Allied Matters Act, 2004 (‘CAMA’) to:
a) Ascertain whether the accounting and reporting policies of the Company are in accordance with legal requirements and agreed ethical practices;
b) Review the scope and planning of Audit requirements;
c) Review the findings on Management matters, in conjunction with the External Auditor and departmental responses thereon;
d) Keep under review the effectiveness of the Company’s system of accounting and internal control;
e) Make recommendations to the Board, with regard to the appointment, removal and remuneration of the External Auditors of the Company;
f) Authorize the Internal Auditor to carry out investigations into any activities of the Company, which may be of interest or concern to the Committee;
g) Receive quarterly/periodic reports from the Internal

Audit Unit
In addition, 2011 SEC Code of Corporate Governance also assigns specific responsibilities to the Committee.

Control Environment
The Board reviews the control environment of the Company at its quarterly meetings and ensures that audit recommendations are fully implemented by all concerned. A Fraud Policy is in place to promote consistent organizational behaviour, by providing
guidelines and assigning responsibilities for the deployment of controls and conduct of investigations.

The fraud policy is complemented by the Sanctions Grid, whereby the Board sends a strong message to the Business Units and employees on the Company’s zero
tolerance level for persistent audit exceptions and unimplemented audit recommendations. A Groupwide Risk & Compliance Unit is in place at the
Corporate Centre and in all the Business Units to drive implementation of audit recommendations and strengthen the control environment. The Company
operates an outsourced Internal Audit and Whistle Blowing services, provided by KPMG Professional Services.

Securities Trading Policy
In compliance with the Rules of the Nigerian Stock Exchange, we have put in place a Securities Trading Policy to guide Employees and Directors of the Company, persons closely connected to them, and all insiders of the Company on trading in the securities of the company. Under the policy, the closed period shall be effective from 15 days prior to the date of any meeting of the Board of Directors proposed to be held to consider any price sensitive matter, or the date of circulation of agenda papers pertaining to any of the said matters, whichever is earlier, up to 24 hours after
the price sensitive information is submitted to the NSE. The trading window shall, thereafter be opened. We hereby confirm that no Director traded in the securities of the Company within any of the closed periods.

Shareholders Complaints Management Policy
We have put in place a Complaints Management Policy to handle and resolve complaints, from our Shareholders and investors. The Policy was defined and endorsed by the Company’s Executive Management, that is also responsible for its implementation and for monitoring compliance. The Policy is on the Company’s website and made available to Shareholders at Annual General Meetings.

Compliance with the Code of Corporate Governance
The Company has complied with the 2011 SEC Code of Corporate Governance for Public Companies.