As a Company, Food Concepts has learnt many lessons from our past. We have experienced the cost and ramifications of not doing things the right way and we have seen the benefits of getting it right consistently. As a result, we are firm believers that Good Corporate Governance is not a person, a process or a division and it is also not his, her or their responsibility. Good Corporate Governance is a culture. It requires a mindset change to doing the right things even in the toughest times and situations.
Our commitment to achieving the highest standards of sound corporate governance is based on, the principles of fairness, responsibility, accountability and transparency. Ethics and business integrity are core to the way we do business with all stakeholders.
Food Concepts is compliant with best international practices based on the new Securities and Exchange Commission Code of Corporate Governance for Public Companies 2011. The Company meets with the requirements for sound Corporate Governance as outlined below:
Food Concepts is committed to the following Corporate Governance framework:
The purpose of the Food Concepts Code of Corporate Governance (“Code”) is to summarise the Company’s key corporate governance policies and provisions. By adopting this Code, Food Concepts Plc (the “Company”) confirms its commitment to demonstrably lead, adhere to and promote good corporate governance throughout the Company.
The Company defines corporate governance as a set of structures and processes for the direction and control of companies, involving a set of relationships between the Company’s shareholders, board and executive bodies to create long-term shareholder value.
In order to foster the confidence of its shareholders, employees, investors, and the general public, this Code is based on internationally recognized corporate governance principles and practices.
The Company has entrenched the Code of Business Conduct as a fundamental policy and this is the yardstick against which we conduct our business. Honesty and integrity inform all that we do and we carry out all work in accordance with the highest legal and ethical standards. All employees are required to comply with the spirit, as well as, the letter of this policy and to maintain the standards of conduct in all dealings.
The Board has adopted a code of business conduct for the Company in order to:
The Company has a Board of Directors that comprises seven (7) Non-Executive Directors and two (2) Executive directors. Each Director has overall responsibility for implementing the Company’s strategy.
The Board, inter alia, is responsible for ensuring that the Company operates in a lawful and efficient manner and that our operations result in value creation for shareholders and employees.
The Board is also accountable for ensuring the implementation of all decisions taken at Annual General Meetings as well as approving and reviewing corporate strategy, major plans of action, annual budgets and business plans.
In addition, it is the Board’s role and responsibility to set performance objectives, monitor implementation and corporate performance; approve major capital expenditure acquisitions and divestments and ensure that ethical standards are established and maintained. A key role is also ensuring that the company complies with the laws of the Federal Republic of Nigeria, applicable regulations and as far as possible, meets International Best Practices. This at the same time as making sure that statutory and general rights of the Shareholders are protected at all times.
Board Composition and Director Qualifications: The Board’s composition (competencies, skills and appropriate mix) is such that it is adequate for oversight duties, and the development of the company’s direction and strategy. Each member of the Board has the experience, knowledge, qualifications, expertise and integrity necessary to effectively discharge board duties and enhance the Board’s ability to serve the long-term interests of the Company and its shareholders. This includes a broad range of expertise that covers the Company’s main business lines, sectors, and includes experienced risk management and financial experts who are nonexecutive.
The Food Concepts Board of Directors has delegated some of its functional responsibilities to its Board Committees. Each committee has a clearly defined mandate. The committees are:
These committees regularly report on their directives and deliverables to the Board to ensure that they achieve their annual goals.
Board Finance, Investment & Risk Committee (FGPC)
This Committee was established to assist the Board in discharging its responsibilities. It is made up of some members of the board, shareholders and the executive management of the company.
The Committee meets to review business processes of the company, bring judgment to bear on issues of strategy, budgets, performance, resources, transformation, diversity, employment equity, standards of conduct and evaluation of performance. It also uses its knowledge and experience to contribute to the formation of policy and decision-making.
The statutory Audit Committee was established pursuant to section 359(3) of the Companies and Allied Matters Act CAP C20, LFN 2004. It is made up of two shareholder representatives and two board representatives (both of whom are Non-Executive Directors).
The Audit Committee meets to review the scope and planning of the audit requirements; to review the independence and objectivity of the external auditors as well as the auditors’ recommendations on accounting policies and internal controls. It also has to ascertain that the accounting and reporting policies of the company for the year are in accordance with legal requirements and agreed ethical practices.
Remuneration, Nomination & Corporate Governance Committee (RemNomCo)
The RemNomCo Committee meets to evaluate and determine compensation policies, including level and form, for all corporate and divisional officers and certain employees, and to recommend compensation for Non-Executive Directors. It is also responsible for all matters concerning corporate governance and directorship practices, including the development of corporate governance guidelines, evaluation of the board, committees and individual directors, identification and selection of new board nominees, and oversight of the company’s policies relating to social and environmental issues.
The forum is used to advise senior management on policy and strategy regarding succession planning and the development and retention of senior executives and management teams, as well as, handling other matters as required.
The Committee periodically reviews and make recommendations to the Board concerning the level and form of compensation of Non-Executive Directors; remuneration policy for the Directors, Company Secretary and other senior executives; recommendations for the introduction of new share incentive plans or major changes to existing plans to be put to shareholders for approval.
The Committee’s recommendation, which is discussed and evaluated by the full board, is based on both an assessment of the best practices of other companies and the particular circumstances of this Board. Changes in Board compensation, if any, must be approved by the full Board.
The Committee also makes recommendations regarding changes to the structure, size and composition of the board; ensuring adequate succession planning for the board and senior management; recommendations for appointments to the board, appointment of the Chairman of the board; appointment of Non-Executive Directors including Independent Directors, membership and chairmanship of board committees. The Committee shall also undertake a review of the company’s overall corporate governance arrangements and receive reports on the views of the company’s shareholders.
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