RC No. 13215 - Frigoglass

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18 Annual Report 2011 Beta Glass PLC Corporate Governance report BETA GLASS PLC (“Company”) is committed to the best practices in corporate governance; hence the Board is continually reviewing corporate governance standards and procedures in the light of the current developments in and outside Nigeria. It recognizes that corporate governance is fundamental to earning the confidence and trust of the shareholders and consequently provides the structure through which the objectives of the Company are set and the means of attaining such objectives. The Board is guided in its Corporate Governance policies by the provisions of the Code of Corporate Governance (“the Code”) which came into effect on April 1, 2011 and its policies are designed to ensure that the Company’s business is conducted in a fair and transparent manner which conforms to high ethical standards. The governance framework helps the Board to discharge its roles of providing oversight and strategic counsel in balance with their responsibility to ensure conformity with regulatory requirements and acceptable risk. In compliance with Section 34(4) of the Code, it is hereby reported as follows: The Board of Directors The Directors of the Company are professionals who are well established in various fields of endeavor such as Consultancy, Accountancy, Law, Insurance, Business, Engineering, etcetera, creating a good skills- mix and wealth of experience which they have brought to bear on deliberations at Board meetings and in the exercise of their oversight functions. The Board governs and supervises the overall activities of the Company through the Managing Director. Composition of the Board of Directors The composition of the Board of Directors of the Company is as follows: Position Name Executive Non-Executive Independent Office Commencement Chairman Chief Joseph Babatunde Oke OON Non-Executive 24/04/2008 Managing Director George Papachristou Executive 28/03/2012 Member Haralambos G. David (Cypriot) Non-Executive 24/04/2008 Member Kolapo A Lawson Non-Executive 13/01/2000 Member Chief Chris Avielele Non-Executive 28/09/2010 Member Justus Clinton Uranta Non-Executive 10/12/2003 Member John Mastoroudes (British) Non-Executive Independent 28/09/2010 Member Abimbola Ogunbanjo Non-Executive 28/09/2010 Member Gerasimos Varvias (Greek) Non-Executive 24/04/2008 The roles of the Board of Directors The Charter provides for the following as the roles and responsibilities of the Board of Directors: • Strategy and Planning • Staffing at Board and Senior Management Levels & Succession Planning • Executive Remuneration • Performance Monitoring • Risk Management and Internal Control • Capital Management and Financial Reporting • Communication with the shareholders and Management of Investor relations • Audit and Compliance The Board was alive to its responsibilities which primarily involve the creation of stakeholder value and ensuring the success of the Company. The Board is responsible for ensuring that the affairs of the Company are run in an efficient manner and in compliance with applicable regulations. Members of the Board are required at all times to act in the best interest of the Company in the articulation and formulation of its strategic direction. The Board of Directors is dedicated to ensuring that the Company achieves its objectives. The Board met four times during the year, on the following days: 8 April 2011, 7 June 2011, 20 September 2011 and 9 December 2011.
Beta Glass PLC Annual Report 2011 19 Attendance at meetings by Directors The following is the list of the directors and their attendance at meetings during the year: Board Audit Committee Number of Meetings 4 3 Chief J B Oke, OON 4 N/A Ashraf El Nahas (Canadian) 4 3 Haralambos G David (Cypriot) 3 N/A Kolapo A Lawson 2 1 Chief Chris Avielele 4 N/A Justus Clinton Uranta 2 - John Mastoroudes (British) 4 N/A Abimbola Ogunbanjo 4 N/A Gerasimos Varvias (Greek) 2 N/A Mr. Asraf El Nahas, the erstwhile Managing Director resigned from the Board with effect from 31/01/2012. He has been replaced by Mr. George Papachristou, who will retire at this Annual General Meeting and being eligible, offers himself for election. The Directors seeking re-election are Mr. Harry G. David, Mr. Kolapo A Lawson and Mr. Justus C. Uranta. Their biographical details are as stated below: Mr George Papachristou Mr. George Papachristou holds a Master degree in Business Administration (MBA). He has more than 15 years’ experience in bottling business in big bottling companies in Greece, Eastern Europe and Africa. He joined Frigoglass in January 2012 as the Managing Director, Nigeria Operations. Mr David G Haralambos Mr David G Haralambos was appointed a director of the Company in May 2000. He studied Business Administration and was also a Certified Investment Adviser with Credit Suisse in New York. . He holds positions on the Boards of various listed Companies in Greece and Nigeria. He is also the Chairman of Frigoglass SAIC which is the parent company for all Frigoglass subsidiaries worldwide. Mr Kolapo A Lawson Mr Kolapo A Lawson, a Chartered Accountant is a Financial Consultant and the Executive Vice-Chairman of Lawsons Corporation (Nigeria) Limited. He also sits on the Boards of Directors of other Companies including Ecobank PLC. Mr. Justus C. Uranta Mr Justus C Uranta is the Managing Director/CEO of Niger Insurance Plc. He joined the Board of Beta Glass PLC on December 12, 2003. The Board is in the process of establishing a formal annual evaluation of its performance, those of its committees, the chairman and individual directors. The Board determined that the performances of its Chairman and Directors were considered satisfactory. The audit committee The Audit Committee is composed of 6 members made up of three representatives of the shareholders elected at the 2010 Annual General Meeting for a tenure of one year, and three representatives of the Board of Directors nominated by the Board. The Chairman of the Committee, Professor C A Osuntogun, OFR in compliance with the requirements of Corporate Governance is a shareholder representative. The Committee met three times in the year, on the following days: 24 March 2011, 31 March 2011 and 28 October 2011. Composition 1 Professor C A Osuntogun, OFR Shareholder/Chairman 2 Mr. A. El Nahas Director/Member (resigned w.e.f 31/01/2012) 3 Mr. K A Lawson Director/Member 4 Chief S A Odubiyi Shareholder/Member 5 Mr P K Okoh Shareholder/Member 6 Mr. J C Uranta Director/Member 7 Mr. George Papachristou Director/Member (appointed w.e.f 28/03/2012)
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RC No. 13215 - Frigoglass

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