Corporate Governance

Guinea Insurance Plc is committed to adhering with high standards of good corporate governance at all levels of its operations. The Board of Directors has continued to ensure the implementation of corporate governance principles that guarantee fairness, accountability and transparency in all its dealings with all the stakeholders.

Corporate Governance policies are designed to ensure the protection of the long-term interest of all stakeholders. In consideration of this therefore, the Board exercises the best of judgment in policy making, monitoring executive actions and directing the Company’s strategies.

The Company remains committed to ensuring that the implementation of international best practices of Corporate Governance remains strong and unwavering. The Company complied with corporate governance requirements during the year under review as set out below:

Composition of the board

The Board of Guinea Insurance Plc comprises of a total of (10) Directors comprising eight (7) Non- Executive Directors and three (3) Executive Directors as at December 31^st 2023. The Members of the Board are reliable, skilled and bring to the Board decades of experience and expertise which positively impact the oversight responsibilities of the Board.

Non-Executive Directors are appointed to the Board of Guinea Insurance Plc through a rigorous selection process as defined in the Company’s Policy on selection of Members to the Board. They are appointed for an initial period of three (3) terms and may be re-appointed for another two (2) terms of three (3) years totaling nine (9) years. The Company’s memorandum and articles of association also provides for the retirement by rotation of one-third (1/3) of Non-Executive Directors at every Annual General Meeting.

Responsibilities of the board

The role of the Board is well documented in the Board Charter which is revised from time to time based on the evolving nature of the responsibilities of the Board. The Board has ultimate responsibility for determining the strategic objectives and policies of the Company to deliver long-term value by providing overall strategic direction within a framework of rewards, incentives, and controls.

The Board has delegated the responsibility of the day-to-day operations of the Company to Management and ensures that Management strikes an appropriate balance between promoting long-term growth and delivering short-term objectives. In fulfilling its primary responsibility, the Board is aware of the importance of achieving a balance between conformance to the governance principles and economic performance.

Notwithstanding the delegation of the operations of the Company to Management, the Board reserved certain powers which include among others, monitoring and implementation of the Company’s Strategy and financial objectives, approval of the Company’s investment policies and framework, strategic commitments that may have material effects on the assets, profits or operations of the Company and any material changes in the nature of business of the Company. The Board also reserves the power to approve the Company’s Financial Statements, any significant changes in the Company’s accounting policies, appointment or removal of Company Secretary, approval of major changes in the Company’s corporate or capital structure, recommendation to shareholders of the appointment or removal of Auditors and the remuneration of Auditors, approval of resolution and corresponding documentation for shareholders in General Meeting(s),

Other powers reserved for the Board are the determination of Board structure, size and composition (including appointment and removal of Directors, succession planning of the Board and Senior Management and Board Committee membership), oversight of the establishment, implementation and monitoring of the Company’s Risk Management Framework, assessment of risks facing the Company, review and approval of new or revised risk policies recommended by the Enterprise Risk Management (ERM) & Governance Committee for approval, approval of a Remuneration Policy and Packages of the Directors, appointment of the Managing Director, approval of Board Performance Evaluation processes, approval of the Company’s Corporate Governance Framework and review of the performance of the Executive Directors, approval of the policy documents on significant issues including Enterprise Risk Management, Human Resources, Corporate Governance, Anti -Money laundering policies and approval of all matters of importance to the Company as a whole because of their strategic, financial, risk or reputational implications or consequences for the Company, amongst others.

Roles of the Chairman and Managing Director

Responsibilities at the top of the Company are well defined and the Board is not dominated by one individual. The position of the Chairman is separate from that of the Managing Director/Chief Executive Officer and the Board Chairman is not involved in the day-to-day operations of the Company. The Board is responsible for controlling and managing the strategic business of the Company and constantly reviews and presents a balanced and comprehensive assessment of the Company’s performance and prospects.

The Board meets at least once a quarter during each financial year and additional on a needs basis based on business exigencies with sufficient notices and clear agendas given ahead of such meetings. All Directors have access to the Company Secretary who can only be appointed or removed by the Board and is also responsible to the Board.

The Executive Management Committee meets weekly to address policy implementation and other operational issues, while Management meetings are held bi-monthly with all Team Leads in attendance.

The Board functions as a full Board and discharges some of its oversight responsibilities through the underlisted Board and Statutory Committees which are constituted as follows:

BOARD COMMITTEES

1. Finance, Investment & General-Purpose Committee

The Committee reviews and oversees financial control and performance, budgetary control and makes appropriate recommendations to the Board. The Committee reviews and recommends for approval, matters relating to investment of the Company’s funds and all other areas of asset management of the Company to ensure maximization of returns to stakeholders. The membership of the Committee during the period under review is as indicated in the table below:

Name	Status	Designation
Mr. Simon Bolaji	Non-Executive Director	Chairman
Mr. Samuel Onukwue	Non-Executive Director	Member
Alhaji Hassan Dantata	Non-Executive Director	Member
Mr. Chukwuemeka Uzoukwu	Non-Executive Director	Member

2.Enterprise Risk Management & Governance Committee

The Committee reviews and recommends for approval to the Board, matters bordering on Board appointments, Senior Staff appointments, staff compensation, welfare, promotions and recruitment into Senior Management positions. The Committee reviews and recommend for approval by the Board, the Risk Management Policies and Framework, as well as assist the Board in its oversight of the Company’s risk management strategy. The Committee also reviews and recommends for approval by the Board, risk management procedures and controls for new products and services. The Committee was composed of the following members during the period under review:

Name	Status	Designation
Mr. Samuel Onukwue	Non-Executive Director	Chairman
Mr. Anthony Achebe	Non-Executive Director	Member
Alhaji Hassan Dantata	Non-Executive Director	Member
Dr. Mohammed Tahir Attahir	Non-Executive Director	Member
Mr. Chukwuemeka Uzoukwu	Non-Executive Director	Member

3.Audit and Compliance Committee

The Committee provides oversight functions of both the Company’s Financial Statements and its Internal Control and Risk Management functions. The Committee reviews the terms of engagement and recommends the appointment or re-appointment and compensation of External Auditors to the Board as well as responsible for reviewing the procedure put in place to encourage honest whistle blowing. The Committee is also responsible for the review of the Company’s compliance level with applicable laws and regulatory requirements.

The Committee undertakes a periodic review of changes in the economic and business environment, including emerging trends and other factors relevant to the Company’s business. The membership of the Committee during the year under review is as indicated below:

Name	Status	Designation
Mr. Anthony Achebe	Non-Executive Director	Chairman
Mr. Simon Bolaji	Non-Executive Director	Member
Dr. Mohammed Tahir Attahir	Non-Executive Director	Member

4. Statutory Audit Committee

In compliance with the provisions of Section 404(6) of the Companies and Allied Matters Act 2020, the Company constituted an Audit Committee. As at December 31 2023, the Audit Committee consisted of four (5) members of which are two are Non-Executive Directors and three are Shareholders. The Committee is chaired by a Shareholder. The Committee has the responsibility of reviewing the scope, results of the audit, independence and objectivity of the Auditors.

Name	Status	Designation
Mr. Samuel Onukwue	Non-Executive Director	Chairman
Mr. Anthony Achebe	Non-Executive Director	Member
Alhaji Hassan Dantata	Non-Executive Director	Member
Dr. Mohammed Tahir Attahir	Non-Executive Director	Member
Mr. Chukwuemeka Uzoukwu	Non-Executive Director	Member

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