This section of the website provides an overview of corporate governance practices in the company, with emphasis on the Board and how it operates. NAHCO is committed to observing high standards of corporate governance. The Board of Directors recognizes the importance of best corporate governance principles, its valuable contribution to long-term business prosperity and accountability to shareholders.
The company has in place a comprehensive Governance Manual that includes Board Charters, Codes of Conduct, Code of Ethics, and Employee Handbook, all of which have enabled NAHCO to substantially comply with international best practice and Nigeria’s new SEC Combined Code of Corporate Governance.
BOARD OF DIRECTORS
The Board comprises Eleven (11) Directors, made up of eight (8) non-Executive and three (3) Executive Directors. The Board is responsible to shareholders for creating and delivering sustainable value through its general supervision of the Group’s business. The positions of the Chairman and the Chief Executive Officer are held by different persons, in order to avoid undue concentration of power. The chairman is responsible for the leadership of the Board and creating the conditions for overall effectiveness of the individual Directors and the Board in general. All of the Directors bring various and varied competencies to bear on all Board decisions. Each individual Director has the experience, knowledge, qualifications, expertise and integrity that is necessary to effectively discharge the duties of the Board of Directors. The Board meets regularly and is responsible for effective control and monitoring of the Group’s strategy,
The Board has established a number of committees to assist it in the discharge of its responsibilities. The Group has established the Board Charter and the Board Committees Charters. The Board and the Committees Charters spell out the responsibilities, appointment, terms of references, composition, and the review of the charter among other things.
During the year under review, the Board met at various times to provide strategic directions, policy and leadership in attaining the objectives of the Group.
The Board monitors the activities of the Executive Management and the accomplishment of set objectives through reports at its meetings.
RELATIONSHIP WITH SHAREHOLDERS
As a deliberate policy, NAHCO maintains an effective and candid communication with its shareholders which enables them to understand the Group’s business, financial conditions and operating performance and trends. The Board places considerable importance on effective communication with its shareholders as it recognises the importance of ensuring an appropriate balance in meeting their needs. The group strives at all times to build enduring relationships with the shareholders. The Board ensures that shareholders receive prior notice of meetings and that all other statutory notices and information are communicated regularly. Shareholders can freely communicate their thoughts and recommendations whenever they feel the need to do so by contacting the Company Secretary or the Group Managing Director/ CEO.
The Senior Management Committee constitutes the Executive Management of the Company. The team is led by the Managing Director/Chief Executive Officer. (read more)
In performing its oversight functions, the Board operates as a full Board or through Board Committees. The details of the committees’ functions are contained in the Committees’ Charter. Below is a summary of their respective terms of reference.
RISK, INVESTMENT AND COMPLIANCE COMMITTEE
The primary objective of the Committee is to assist the Board of Directors in discharging its duties in relation to the following:
- Review and analysis of financial matters
- Assist the Board in fulfilling its responsibilities to oversee the strategic direction of the Company, ongoing planning process and initiatives
- Focusing the attention of the Board on long-range objectives for the Company
- Risk management and analysis
- Achievement of corporate goals within an appropriate framework of internal control and risk management
- Compliance with statutory occupational health and safety laws and regulations
- Monitoring and controlling of business and other risks
- Safeguarding the Company’s assets and risk evaluation.
GOVERNANCE AND REMUNERATION COMMITTEE
The primary objectives of the Committee are:
- To assist the Board in meeting appropriate corporate governance standards;
- To assist the Board in fulfilling its oversight responsibilities on the remuneration policies in relation to the Company’s direction and aligning such with the Company’s corporate objectives.
RELATIONSHIP WITH SHAREHOLDERS
As a deliberate policy, NAHCO maintains effective and open communication with its shareholders. This enables shareholders to understand the company’s business, financial conditions, and operating performance and prospects. The company strives at all times to build an enduring relationship with shareholders. The Board ensures that shareholders receive prior notice of meetings and that all statutory notices and information are communicated regularly.
Shareholders are encouraged to freely communicate their thoughts by contacting the Company Secretary or the Head, Corporate Governance and Stakeholder Relations.