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.
Finally, Food Concepts commit to researching and adopting sustainability practices that are feasible and viable.
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 recognised 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 one (1) Executive Director. 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 non-executive.

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.
Finance & General Purpose Committee(FGPC)
| Members of the FCPG Committee: | |
|---|---|
| Mr. Babatunde Fajemirokun | Chairman |
| Mr. Marc Stoneham (British) | Member |
| Mr. Adefolarin Ogunsanya | Member |
| Mrs. Yemisi Akinbo | Member |
| Ms. Muna Abdulle (Dutch) | Member |
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.
Audit Committee
| Members of the Audit Committee: | |
|---|---|
| Mrs. Yemisi Akinbo | Chairman |
| Mrs. Yemisi Akinbo | Member |
| Mr. Peter Eyanuku | Member |
| Mr. Salau Adebanjo | Member |
| Mr. Kassim Laiyenbi | Member |
| Mr. Adefolarin Ogunsanya | Member |
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)
| Members of the RemNomCo Committee: | |
|---|---|
| Mrs. Yemisi Akinbo | Chairman |
| Mr. Peter Eyanuku | Member |
| Mr. Salau Adebanjo | Member |
| Mr. Kassim Laiyenbi | Member |
| Mr. Adefolarin Ogunsanya | Member |
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 makes 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.
| Mr. Odunayo Olagundoye Educational & Professional Qualification: First degree in Engineering from Massachusetts Institute of Technology (MIT) (1969) | Masters' degree from the prestigious MIT Sloan School of Management (1974) Date of Appointment: 9th February 2016 Committee Membership: Chairman | Biography/Experience: A banker by profession, Odunayo was the pioneer Managing Director/Chief Executive Officer of Chartered Bank Plc., and a former Managing Director of National Bank of Nigeria Plc (2000 - 2003). Prior to that, he was the General Manager/Chief Credit Officer of International Merchant Bank Plc (1975 - 1987). He holds a first degree in Engineering from Massachusetts Institute of Technology ("MIT") (1969) and a Masters'™ degree from the prestigious MIT Sloan School of Management (1974). He is currently the Chairman of Quantum Capital Management. |
| Mr. Kofi Abunu Educational & Professional Qualification: Bachelor of Arts degree in International Business and Marketing from the University of London, UK (1997) | CIM, UK (1998) Date of Appointment: 7th March 2022 Committee Membership: Managing Director | Biography/Experience: Kofi has over 28 years international experience in management roles in the food and hospitality industry having previously worked with global brands such as McDonald's (UK), Nando’s, Steers (Ghana), and Innscor West Africa Limited (operators of multi-brand food court). He was head of Operations with their partnership with Exxon Mobil managing the ‘On the Run brand’. Kofi started with Food Concepts in 2007 as a GM for the Chicken Republic Brand. Over the years, he has operated in several African countries including Nigeria, South Africa & Ghana. His most recent appointment was from Divisional Managing Director - Business Development to Managing Director/CEO Food Concepts Plc which took effect from 7 March 2022. |
| Dr. Anthonia Agbonifo Educational & Professional Qualification: Graduate of accounting from Yaba College of Technology |MBA with merit from the University of Liverpool UK | Doctorate from European American University | Fellow of ICA | Fellow of IMC | Chartered member of ICAN (2004) | Member of NIM | Diploma in IFRS from ACCA Date of Appointment: 28th March 2019 Committee Membership: Executive Director | Biography/Experience: Anthonia is a Chartered Accountant with over 20 years of experience in auditing, accounting, treasury, risk management, IFRS, finance, Sarbanes Oxley review, processes, and advisory services across numerous industries. Anthonia is an Institute of Chartered Accountants of Nigeria ("ICAN") prize winner and has attended numerous local and international training courses on leadership, management, taxation, auditing (IFRS, Nigerian & US GAAP), team management, Sarbanes Oxley, controls and is also a skilled facilitator. Anthonia has served on two key committees of the board of ICAN i.e. PPMC for five years and MAC for one year. Anthonia worked with Akintola Williams Deloitte and PriceWaterhouse Coopers in senior management functions. Anthonia joined Food Concepts Plc as the Group Chief Financial Officer in 2014 and is also the Divisional Managing Director of the International Finance and Shared Services Division. |
| Dr. Ikenna Okongwu Educational & Professional Qualification: Bachelor of Medicine & Bachelor of Surgery (MBBS) from the University of Jos (1991) | Post Graduate Diploma in Human Resources from the Thames Valley University, UK (2001) | Master’s in Management (MiM) from the Smurfit Business School in the University College Dublin Ireland (2011) Date of Appointment: 7th March 2022 Committee Membership: Executive Director | Biography/Experience: Ikenna is currently the Divisional Managing Director – Operations of Food Concepts Plc. He graduated as a Medical Doctor and has more than 25 years’ experience in the QSR industry, 18 of those in the United Kingdom and The Republic of Ireland. He worked as an Area Coach and Human Resources Manager in the United Kingdom with Yum Restaurants International (KFC) and as the Head of Operations in the Republic of Ireland with MBCC Foods Ltd (KFC Franchisee). In addition, Ikenna worked with KFC Nigeria as the Operations Leader prior to working with Food Concepts Plc. He was instrumental and led the growth of MBCC Foods in Ireland, and the turnaround and growth of the Food Concepts business in Nigeria. |
| Mr. Babatunde Fajemirokun Educational & Professional Qualification: Bachelors' degree in Business Economics from Glasgow, UK (2000) | Business Information Strategy Master's degree (dist.) from University of Strathclyde (2002) | MBA in Finance from University of Chicago Booth School of Business (2013). Chartered Insurer (ACII) Date of Appointment: 7th December 2016 Committee Membership:(i) Finance & General Purpose Committee. | (ii) Remuneration & Corporate Governance Committee | Biography/Experience: Mr. Babatunde Fajemirokun is the Managing Director & CEO at AIICO Insurance Plc; a leading financial services group in Nigeria. Mr. Fajemirokun joined AIICO Insurance Plc, Life Insurance Division, as CIO in May 2009, and was responsible for value-enhancing projects in its maiden growth strategy, business process, and technology transformation projects. Prior to AIICO, he worked with Accenture, Lagos (2003-2007) and then Capgemini Consulting, UK (2008- 2009). In both roles, Babatunde provided consulting/advisory services to financial services and Government clients predominantly in mergers and acquisitions and then United Kingdom government transformation programmes. His experience spans across Management Consulting focused on strategy & technology-led change in Financial Institutions and Government; Insurance & Asset Management focused on strategy, retail and corporate insurance, insurance (actuarial) & investment risk management, process/ technology-led change, turnarounds, corporate finance, and corporate management. |
| Mr. Babacar Ka Educational & Professional Qualification: Bachelor of Science in Business Administration and Finance from the University of California (2003) | MBA from the University of Oxford (2010) Date of Appointment: 26th September 2017 Committee Membership: (i) Audit Committee | (ii) Remuneration & Corporate Governance Committee | Biography/Experience: Babacar is an investment principal at Development Partners International LLP with 19 years of finance and investment experience spanning private equity, debt investing and equity research. Prior to DPI, Babacar worked at Standard Bank Group in the UK and was an investment analyst in the Global Transaction Team at the IFC in Washington DC. |
| Mr. Marc Stoneham Educational & Professional Qualification: BA (Hons) in Modern History from the University of Oxford (1st class) (2003) |MBA from INSEAD (Dean's List) (2010) Date of Appointment: 26th September 2017 Committee Membership: (i) Finance & General Purpose Committee | Remuneration & Corporate Governance Committee | Biography/Experience: Marc worked at McKinsey & Company serving African and other emerging market clients across multiple industries and functions, with a focus on natural resources. Prior to McKinsey, Marc worked in private equity at Actis and Kingdom Zephyr, and for Accenture strategy consulting. |
| Mr. Adefolarin Ogunsanya Educational & Professional Qualification: BSc (Hons) in Computer Engineering from NJIT (2007) | MBA in Finance and Entrepreneurial Management from The Wharton School, University of Pennsylvania (2014) Date of Appointment: 26th September 2017 Committee Membership: (i) Finance & General Purpose Committee | (ii) Audit Committee | (iii) Remuneration & Corporate Governance Committee | Biography/Experience: Adefolarin is an investment professional at Development Partners International LLP with over 13 years of experience in investment banking and private equity. Prior to DPI, Folarin was an investment professional at Helios Investment Partners and an investment banker at Credit Suisse in New York. He has experience in Corporate Finance, capital allocation and Strategy. |
| Mrs. Yemisi Akinbo Educational & Professional Qualification: BSc degree in Accounting from the University of Lagos (1999) | MBA from the London Business School (2015) | Associate of the Institute of Chartered Accountants of Nigeria Date of Appointment: 29th September 2021 Committee Membership: (i) Finance & General Purpose Committee | (ii) Audit Committee | Yemisi is a seasoned finance and investment professional with over 20 years’ experience in banking, asset management and private equity. She is currently a Principal at African Capital Alliance (ACA) where she is responsible for overseeing investments in the consumer goods sector. At ACA, she was previously the Head of the Investor Management and Fund Administration function. Prior to joining ACA, Yemisi worked with the First City Group, a leading financial services group in Nigeria. Yemisi has a BSc. degree in Accounting from the University of Lagos (1999) and an MBA from the London Business School (2015). She is also an Associate of the Institute of Chartered Accountants of Nigeria. |
| Mr. Benjamin Dabrah Educational & Professional Qualification: BSc degree in Land Economy from the Kwame Nkrumah University of Science and Technology, Ghana (1999) | BSc degree in Financial Services from the University of Manchester, UK (2006) | MSc in Public Policy Economics from the University of Hull, UK (2001) Date of Appointment: 29th September 2021 Committee Membership: (i) Remuneration & Corporate Governance Committee |
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