Corporate Governance

Nascon is committed to best practices and procedures in compliance with the requirements of the Nigerian corporate governance regulations, which include but are not limited to the Securities and Exchange Commission’s Code of Corporate Governance for Public Companies in Nigeria and the Companies and Allied Matters Act.

Overseen by the Board of Directors, our corporate governance practices are constantly under review, in line with the dynamics of the business environment.The Corporate Governance policies are designed to ensure that the Company’s business is conducted in a fair, honest and transparent manner, which conforms to high ethical standards and avoids potential conflicts of interest.

Board Composition and Responsibilities

The Board delegates the day-to-day running of the Company’s affairs to the Managing Director/Chief Executive Officer supported in this task by an Executive Management Committee. The Board currently consists of 10 members- the Chairman, the Managing Director, 1 Executive Director and 7 Non-Executive Directors, of which 2 are Independent.

It is the responsibility of the Board to:

  • Ensure that the Company’s operations are conducted in a fair, honest and transparent manner that conforms to high ethical standards.
  • Ensure integrity of the Company’s financial and internal control policies
  • Ensure the accurate, adequate and timely rendition of statutory returns and financial reporting to the regulatory authorities (NSE, CAC, SEC) and shareholders.
  • Ensure value creation for shareholders, employees and other stakeholders.
  • Review and approve corporate policies, strategy, annual budget and business plan.
  • Monitor implementation of policies and the strategic direction of the Company.
  • Set performance objectives, monitor implementation and corporate performance.
  • Review and approve all major capital expenditure of the Company.
  • Ensure that the statutory rights of shareholders are protected at all times.

 

Board Finance Committee Establishment Committee Statutory Audit Committee
‘Yemisi Ayeni Chairperson (I)
Paul Farrer Member (MD) Member Member
Fatima Aliko-Dangote Member (ED) Member Member
Halima Aliko Dangote Member  Member Member Member
Abdu Dantata Member Member Member
Olakunle Alake Member Member
Sada Ladan-Baki Member Member
Knut Ulvmoen Member Chairman
Fatima Wali-Abdulrrahaman Member (I) Member
Chris Ogbechie Member (I) Chairman
*The Statutory Audit Committee is not a committee of the Board
(MD)- Managing Director, (ED)-Executive Director, (I)-Independent
J.S Ajibola Chairman
Metu Richard Anyanaso Member
Dr Farouk Umar Member

Board Committees 

The Board delegates some of its responsibilities to standing committees that consists of Executive and Non-Executive Directors. These are the Establishment and General Purpose; and Finance Committees. The Committees report to the Board of Directors on their activities and decisions which are ratified by the full Board, at a meeting.

In compliance with the practices of good corporate governance, the Chairman of the Board is not a member of any of these committees.

Finance Committee

The Finance Committee is responsible for monitoring the integrity of the financial statements of the Company. It also assesses and monitors all risks associated with the operations of the Company, developing and monitoring the implementation of Internal Control System by Management. The Committee assists the Board in its responsibility relating to the oversight of the Company’s financial credit and risk management policies and procedures.

Establishment Committee

The Establishment Committee are responsible for reviewing the policy framework for employee and remuneration issues. The Committee also institutes a transparent procedure for the appointment of new Directors to the Board of Directors and recommendation to the Board regarding the tenures and the re-appointment of Directors.

Statutory Audit Committee

The Statutory Audit Committee is established in accordance with the Companies and Allied Matters Act (CAMA), Cap C20, LFN 2004. The Committee ensures that the accounting and financial reporting policies are in line with relevant standards and review the effectiveness of the system of accounting and internal control. The Committee also oversees the internal and external audit function and makes recommendation to the shareholders on the appointment, removal and remuneration of the external auditor. This is a Statutory Committee who is accountable to and reports to the shareholders in General meeting.

To ensure its effectiveness, the Committee also conducts annual self-assessments and report conclusions and recommendations for change to the Board.

The Committee is comprised of three (3) Non-Executive Directors and three (3) shareholder representatives, and has a Charter which defines and regulates its activities in line with its statutory functions laid out by CAMA. The Committee meets as the need arises in fulfilment of its mandate. Other senior management and external advisers may be invited to attend meetings as the Committee considers appropriate.