Corporate Governance

Afriland Properties PLC is guided by a set of Corporate Governance Codes and Practices which have earned us an enviable reputation built on a solid foundation of accountability, professionalism and integrity. We are committed to improving shareholder value through transparent best business practices.

Having adopted the Codes of Corporate Governance set out by Securities & Exchange Commission of Nigeria (SEC), we have benchmarked ourselves against international best practices and continually ensure same.

Afriland is governed by a framework which reflects key areas of board responsibility and underpin effective governance and accountability, appropriate risk management and sustainable value.

The Board of Directors of the Company has the overall responsibility of ensuring that the highest standards of corporate governance are maintained and adhered to by the Company. In order to promote effective governance of the Company, the following structures have been maintained for the execution of the Company’s Corporate Governance strategy:

  1. Board of Directors
  2. Board Committees
  3. Executive Management Committee

The Company has also implemented corporate governance policies and standards to encourage good and transparent corporate governance practices, as it is the Company’s belief that such governance practices have a direct correlation with the Company’s performance and its commitment to stakeholders.

The Board of Directors

Erelu Angela Adebayo – Chairman

Uzo Oshogwe – Managing Director

Emmanuel N. Nnorom – Director

Samuel Nwanze – Director

Yinka Ogunsulire – Director

Ike Ogbue – Director

Code of Conduct:

The Code of Conduct sets out the expected standards of behavior and ethical responsibilities of directors, employees, vendors and other third parties who have any form of dealings with the Company.

Board of Directors

Introduction

The principal role of the Company’s Board of Directors is to provide overall guidance and policy direction to the Management of the Company with key roles focused on strategic direction, policy formulation, decision making and oversight.

The corporate governance principles of the Company rest on the Board of Directors to ensure due compliance and alignment with acceptable corporate governance standards.

Board Structure

The Board of Directors consists of six members made up of five Non-Executive Directors and one Executive Director. In accordance with the provisions of the Companies and Allied Matters Act, Cap C20, Laws of the Federation of Nigeria 2004 (CAMA) and the Board Governance Charter of the Company, the Chairman of the Board of Directors presides over Board proceedings.

Chairman and Chief Executive Officer Positions

The role of the Chairman and Chief Executive Officer are separated and clearly defined in compliance with corporate governance rules on the roles and responsibilities of the Board members. The Chairman is primarily responsible for the workings of the Board while the Chief Executive Officer is responsible for the implementation of the Board strategy and Policy.

The Chief Executive Officer is assisted by the Executive Management Committee in managing the day-to-day operations of the Company. The Chairman is not involved in the day-to-day operations of the Company and is not a member of any Committee of the Board.

Non-Executive Directors

The non-Executive Board members possess strong knowledge of the Company’s business and usually contribute actively to Board meetings. In choosing Directors and in accordance with the Company’s Board Charter, the Company seeks individuals who have very high integrity, a good image and reputation, are business savvy, have shareholder orientation and a genuine interest in and commitment to the Company.

The Company’s Directors also have a wealth of industry expertise across the core areas of Real Estate Management, Finance, Investment, Project Development and Project Management.

Proceedings and frequency of meetings

The Board meets at least once every quarter or as frequently as the Board’s attention may be required on any situation which may arise. Sufficient notices with clear agenda/report are usually given prior to convening such meetings. All Directors have access to the Company Secretary who is appointed and removed by the Board and is also responsible to the Board.

The details of Directors’ attendance of Board meetings are disclosed on page 20 of the Annual Reports.

Delegation of Authority

The Board establishes formal delegations of authority, defining the limits of Management’s power and authority and delegating to Management certain powers to run the day-to-day operations of the Company.

The delegation of authority conforms to statutory limitations specifying responsibilities of the Board that cannot be delegated to Management. Any responsibility not delegated remains with the Board and its committees. The Company has a formal Delegation of

Authority Policy in place.

Reporting and Control

The Board is responsible for and ensures proper financial reporting as well as establishment of strong internal control procedures. The Company has consistently upgraded its internal control system to ensure the effective management of risks. The directors review the effectiveness of the internal control systems through regular reports, updates and reviews at the Risk & Governance Committee meetings.

The Board continually places emphases on risk management as an essential tool of achieving the Company’s objectives by not only ensuring that the Company has robust risk management policies in place but also driving the continuous updates on such risk management policies to ensure the identification of new risk and ensuring effective risk control.