Guinea Insurance Company Limited

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corporate governance

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The Company is committed to the principles of Corporate Governance and Code of best practices and therefore takes account of and complies with the principles of good corporate governance. At Guinea Insurance Plc, the Board is committed to full disclosure and transparency in providing information to all 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.

Directors also meet with shareholders at the Annual General Meetings and shareholders forum convened by the company.
The policies of the Board are designed to maintain its distinct duty as the link between shareholders and the Company's management led by the Chief Executive Officer.

The Board of Directors is made up of Seven (7) Directors comprising Six (6) Non -Executive Directors and six (1) Executive Director - MD/CEO.

We confirm that our Non Executive Directors are of strong calibre and contribute actively to Board deliberations and decision making. However, Non-Executive Directors are not appointed for a fixed period. There is a requirement in article 97 of the Company's memorandum and articles of association, whereby one-third (1/3) of Non-Executive Directors retire by rotation at every Annual General Meeting.

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 the Chief Executive Officer. The 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 future prospects.

The Board meets regularly at least once in a quarter however due to the resignation of the Executive Management Committee; the Board could not meet up with the number of times as statutorily required. Sufficient notices with clear agenda/report are 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 Board is responsible for controlling and managing the strategic business and constantly reviews and presents a balance and comprehensive assessment of the Company's performance and future prospects.

Also a Management Executive Committee meets weekly to address policy implementation and other operational issues.

The Board functions either as a full Board or through the underlisted Committees which are constituted as follows:

AUDIT COMMITTEE - In compliance with the provisions of Section 359 of the Companies and Allied matters Act, Cap C20, LFN 2004, the Company constituted an Audit Committee. As at December 31, 2014, the Audit Committee consisted of four (4) members, of which are Non-Executive Directors and the other two are Share holders. The Committee which is chaired by a Shareholder has the responsibility of reviewing the scope, results of the audit, independence and objectivity of the auditors.

The Composition of the Committee as at December 31, 2014 is as follows:

  1. Mr. Peter Mgbeahuru - Chairman (Share holder Representative)
  2. Mr. Waheed Shonibare - Member (Share holder Representative)
  3. Prof.E.L.C Nnabuife - Member (Non Executive Director)
  4. Alhaji A.O Kadiri - Member (Non Executive Director)

BOARD COMMITTEES

The following are the Board Committees-
  1. Finance & General Purpose:
    The committee reviews and oversees financial control and performance, budgetary control and make appropriate recommendations to the Board.
    COMPOSITION
    • Chairman - Alhaji A.O.Kadiri
    • Members - Prof. E.L.C Nnabuife
    • Mr. Fred Udechukwu
    • Mr. Polycarp Didam
  2. Establishment & Governance:
    The committee which operates as a nomination committee reviews and recommends for approval to the Board matters bordering on Board appointments, Staff appointments, Staff compensation, welfare, promotions and recruitment into senior management positions.
    COMPOSITION
    • Chairman - Mr. Fred Udechukwu
    • Members - HRH Eze Smart Nze
      Engr Emeka Agusiobo
      Mr. Polycarp Didam
  3. Investment Committee:
    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 maximum returns while ensuring the protection of the assets of the company.
    COMPOSITION
    • Chairman - Mr. Fred Udechukwu
    • Members - Alhaji A.O. Kadiri
    • Mr. Polycarp Didam
  4. Audit and Compliance
    The responsibilities of the Committee are as follows -
    • The Committee shall be responsible for the review of the integrity of the data and information provided in the audit and /or Financial reports.
    • The Committee shall provide oversight functions with regard to to both the Company's financial statements and its internal control and risk management functions.
    • The Committee shall receive and review the internal Audit report and make recommendations to the Board on issues raised.
    • Review the procedure put in place to encourage honest whistle blowing.
    • The Committee shall review the terms of engagement and recommend the appointment or re-appointment and compensation of External Auditors to the Board and the shareholders.
    • Ensure compliance to regulatory directives.
    Composition
    • Alhaji A.O Kadiri - Chairman
    • Prof. E.L.C Nnabuife - Member
    • Mr. Polycarp Didam.
(A) Major Shareholders
According to the register of members, the following shareholders of the company hold more than 5% of the Issued Ordinary share capital of the company
NAME 2014 2013
Chrome Oil Services Limited 45.58% 45.58%
Nimek Investments Limited 20.98% 20.98%

SHARE HOLDING ANALYSIS

The shareholding pattern of the company is as stated below
Range No. of Holders Percent Units Percent
1 - 10,000 8,561 47.3% 40,657,552 0.66%
10,001 - 100,000 7,799 43.10% 309,668,085 5.04%
100,001 - 1,000,000 1,558 8.61% 479,976,375 7.82%
1,000,001 - 10,000,000 158 0.87% 416,590,036 6.78%
10,000,001 - 100,000,000 16 0.09% 275,954,674 4.49%
100,000,001 - 1,000,000,000 3 0.02% 530,386,291 8.64%
1,000,000,001- 99,999,999,999 2 0.01% 4,086,766,987 66.57%
Grand Total 18,097 100.00% 6, 140,000,000 100%
 
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SIR EMEKA OFFOR ( Chairman )

Sir Emeka Offor is the Group Executive Vice Chairman of Chrome Group. A dynamic and articulate entrepreneur with nearly three decades of business experience, he has built a vast business empire with interests in oil and gas, insurance, power sector, telecommunications and logistics, both in Nigeria and overseas.

Our Chairman is a member of the board of directors of many blue-chip companies among which are Chrome Oil Services Limited, Chrome Engineering and Environmental Services Limited, Choffan Communications Limited and Nimek Investments Limited, Kaztec Engineering Limited, Global Scansystems Nigeria Limited.

Until recently Sir Emeka Offor was the chairman of the board of ERHC Energy Inc., USA; a Houston, United States of America based independent Oil and Gas Company focused on oil and gas exploration, and production in the Gulf of Guinea. He has been honoured by many corporate bodies, nongovernmental organisations, governments and countries. He was honoured a few years ago by the Romanian Consulate in Nigeria for his invaluable contribution towards the development and enhancement of bilateral relations between Nigeria and Romania.

This benevolent and amiable billionaire businessman established the Sir Emeka Offor Foundation – a nongovernmental organisation, a couple of years ago. The Foundation seeks to alleviate the suffering of the less privileged in society through philanthropy, but focusing primarily on giving succour and hope to the hopeless.

He is a member of the governing board of Books for Africa worldwide.
He is happily married with children.

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MR. FRED NNAMDI UDECHUKWU ( Alternate Chairman )

Mr. Fred Udechukwu is a well respected Nigerian. He holds a B Sc. in Economics from the University of Ife in 1980 and an M Sc. in Economics from the University of Lagos in 2001.

His work experience spans over 24 years in the banking sector. He was Commissioner of Finance Anambra state from 2000 to 2001. Currently, Mr. Udechukwu is on the Board of many blue chip companies including Niger Insurance Plc. He brings his acute analytical mind of a distinguished economist to bear on the quality of debate of the Board.

Mr. Udechukwu is a highly traveled, Administrator and a stickler for best practices in corporate governance. He has made invaluable contributions to the development of Guinea Insurance Plc.

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POLYCARP DIDAM(Managing Director /CEO)

Polycarp started his Insurance career with Valid Assurance Co. Limited (then United Trust Ins. Co. Limited) in 1987 as Underwriting Officer and then moved on to Commercial Insurance Brokers and Afribank Insurance Brokers in different capacities before joining Industrial & General Insurance Co Limited in 1993 where he worked for ten years as the Head of Northern Operations.

His last employment was with Mansard Insurance Plc. where he was the Asst. General Manager in charge of Infrastructure & Public Sector Group. He served this organization for 9 years and helped in transforming the company to the Position of a leader in the Insurance industry.

He has over 20 years' experience in the Insurance Marketing, Underwriting and Insurance Broking. Polycarp is an alumnus of the prestigious Lagos Business School. He is an Associate of the Chartered Insurance Institute of Nigeria and London, Member- Nigeria Institute of Management and holds MBA in General Management from ATBU, Bauchi.

The Board appointed him as the MD/CEO in August 2013 to help turn around the fortunes of Guinea Insurance and reposition the company for growth and profitability.

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HIS ROYAL HIGHNESS EZE SMART NZE ( Director )

HRH Nze E. O. Smart Nze is an industrialists whose business empire transverses Construction, Cosmetics, Industrial Plastic Manufacturing etc. Today, HRH Smart Nze is the Chairman/CEO of Edysmart Nigeria Limited, Dallas Cosmetic Industries, Afritech Construction Co. Ltd.

HRH is an alumnus of the National school, Stockport, England where he obtained a diploma in Sales and Marketing

HRH Smart Nze was installed Traditional Ruler of Amakohia-Ubi Autonomous Community in Owerri West Local Government Area of Imo State in 2004, crowned the Mayegun of Imobi Land in Ijebu East Local Government Area Ogun State in 1996 for his commitment to the development of our nation and his Scholarship foundation awards scholarship to the less privileged from every part of the country.

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ENGINEER AGUSIOBO EMEKA ( Director )

Engineer Agusiobo Emeka is enjoying an illustrious career in Surveying Engineering as the Principal Partner Valenz Holdings Limited (Engineering Consultants and Contractors).

It is this strong spirit of entrepreneurship he has brought to bear on the collective effort of the Board to move Guinea Insurance Plc to the world stage in provision of excellent insurance services.

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PROFESSOR E.L.C. NNABUIFE ( Director )

He is a Graduate of University of Ibadan, (1971-1975) B.Sc.(Forestry) 2nd Class Hons, Upper Division, University of Washington, Seattle W. A. (1977-1978) and (1979-1981), M.S. Forest Resources (1978 specializing in Pulp and Paper Technology), Ph.D. Forest Resources (March 1981 specializing in Wood Utilization Technology)

Prof. Nnabuife is unarguably a top-drawer intellect who has been Consultant of International Agencies and Universities across the globe. He is an erudite scholar and has authored many papers and books. He is currently Dean of the faculty of Agriculture, Nnamdi Azikiwe University Awka.

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ALHAJI A.O. KADIRI ( Director )

Alhaji A.O Kadiri obtained his HND (Accounts) 1983, FCA 1990, FCTI 1999, MBA UNIBEN 1998. His work experience spans over 30 years post graduate and 20 years post professional experience.

He was the Audit Manager Uthman Audu Ekhar & Co(Chartered Accountants) , Asst. Chief & Head internal Audit UBTH and to date he is the Principal Managing Partner Abdukerim Kadiri & Co ( Chartered Accountants)

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ISIOMA OMOSHIE ( AGM, Regional Director, Legal & Corporate Services )

Isioma Omoshie is our Company Secretary/Legal Adviser. She studied law from the University of Benin (UNIBEN) where she bagged an LLB in 1988 and received her BL from theNigerian Law School in 1989. She is one of the professionals who has passed through the crucible of private practice and company secretarial duties for well over 21 years.

She started out her legal practice in 1989 and moved to UBA Plc in 1997. She ventured to private legal practice from 2002 and in 2009, resumed in Guinea Insurance Plc as her Company Secretary.

A great team player, Isioma's erudition has brought fresh perspective and unique quality to Guinea's management team.