Corporate governance

Board Committees

The Board carries out its responsibilities through its Committees, which have clearly defined terms of reference, setting out their roles, responsibilities, functions and scope of authority.
The Board has four (4) Committees, namely:
a) Statutory Audit Committee,
b) Board Investment & Finance Committee,
c) Board Risk Management and Technical Committee and
d) Board Governance, Remuneration, Establishment & General Purpose Committee.
Through these Committees, the Board is able to more effectively deal with complex and
specialized issues and to fully utilize its expertise to formulate strategies for the Company.

The Committees make recommendations to the Board, which retains responsibility for final decision making. All Committees in the exercise of their powers as delegated conform to the regulations laid down by the Board, with well-defined terms of reference contained in the charter of each Committee. The Committees render reports to the Board at the Board’s quarterly meetings.

A summary of the roles, responsibilities and composition each of the Committees are as
stated hereunder:

(i) Statutory Audit Committee

Auditing is vital to ensuring that accounting norms for insurance businesses are effectively applied and maintained and to monitor the quality of internal control procedures; ensure compliance with all regulatory directives. 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 both the company’s financial statements and its internal control and risk management functions. The Committee shall ensure compliance with legal and other regulatory requirements, assessment of qualifications and independence of external auditor; and performance of the company’s internal audit function as well as that of external auditors.

The Committee Chairman shall report formally to the Board on its proceedings after each
meeting on all matters within its functions and responsibilities. The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed.
The Committee is made up of the following members.
1. Mr. Ohis Ohiwerei Non-Executive (Independent) Director – Chairman
2. Mr. Lesley Ndlovu Non-Executive Director – Member
3. Mr. Akingbola Akinola Shareholder’s Representative – Member
4. Mrs. Ayodeji Oloye Shareholder’s Representative – Member

(ii) Board Investment and Finance Committee

The Committee has supervisory functions over investment and other finance-related issues such as capital & funding requirements.
The responsibilities of the Committee include the consideration and approval of all
investments above management limit, the review and approval of the investment manual on a periodic basis and, in particular the financial implications of new and major investment strategies/initiatives. The Committee is made up of the four (4) members.

(iii) Board Risk Management and Technical Committee

The Board Risk Management and Technical Committee has supervisory functions over risk management, the risk profile, the enterprise-wide risk management framework,
underwriting functions of the Company and the risk-reward strategy as determined by the Board. The Committee is responsible for overseeing management’s process for the identification of significant risks across the company, and the adequacy of prevention, detection and reporting mechanisms. The Committee is also charged with the review of large underwritten risks in order to verify the adequacy of the reinsurance cover.

The Committee is made up of four (4) members.

(iv) Board Governance, Remuneration, Establishment and General Purpose Committee

The Committee is responsible for establishing the criteria for board and board committee memberships, appointments to executive management and review of candidates’ qualifications, and any potential conflicts of interest. In addition, the Committee is responsible for assessing the contribution of current directors in connection with their re-nomination and making recommendations to the Board.

The Committee ensures that a succession policy and plan exists for the positions of
chairman, CEO/MD, the executive directors, and senior management.
The Committee is made up of the following members:
1.  Mrs. Karima Silvent* Non Executive Director Chairman
3.  Mr. Ohis Ohiwerei Non Executive (Independent) Director Member
4.  Mr. Tom Wilkinson Non Executive Director Member
5. Mr. Lesley Ndlovu Non Executive Director Member

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