Governance

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Africa is evolving. Democracy is spreading across the continent. Good governance is increasing. Corruption is certainly on a major downturn. It’s just not fashionable any longer.

- Adewale Tinubu

The Board of Directors is responsible for setting the strategic direction for the Company and overseeing its business affairs in accordance with the provision of the law and Articles of Association. The Board has adopted a written charter which guides its mode of operation. A Non-Executive Chairman leads the Board whilst the Group Chief Executive leads the executive management.

Board Composition and Independence

Our Board is comprised of a group of individuals from diverse academic and professional backgrounds. The composition of our Board reflects gender diversity, demonstrating our commitment to inclusive decision-making.

Our Board’s size is sufficient to effectively undertake and fulfil our business objectives overseeing, monitoring, directing, and controlling the company’s activities.

In accordance with corporate governance best practices, the positions of the Chairman and Group Chief Executive are vested in different individuals. Our Non-Executive Chairman leads the Board, while the Group Chief Executive leads the executive management. Our Board also consists of an appropriate mix of Executive, Non-Executive, and Independent Non-Executive members.

The Board of Directors is responsible for setting the strategic direction of the Company and overseeing its business affairs in accordance with the provision of the law and the Articles of Association. The Board has adopted a written charter to guide its operations.

Board Evaluation

Periodic reviews are conducted by independent professional consultants to evaluate performance of the Board, its committees, and individual directors. The evaluation is guided by the following Corporate Governance Models:

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Nigerian Code of Corporate Governance
Securities and Exchange Commission (SEC) Guidelines
King IV Report on Corporate Governance (South Africa)
The UK Corporate Governance Code (FRC) 2024

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The evaluation assesses the performance of the Board and its committees by examining:

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Directors’ understanding of their fiduciary roles and responsibilities;
The ability of the Board of directors to manage its own activities;
The Board’s role –
- in the strategy process
- in setting and communicating standards of ethical conduct
- in monitoring management and evaluating performance against set goals
The Board’s responsibility towards shareholders and other stakeholders and its accountability for their interests;
The balance of skills within the Board;
Attributes required for any new appointments;
Practices and procedures in place to improve Board efficiency and effectiveness.

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Board Meetings

The Board meets at least once every quarter. Additional meetings are scheduled when matters arise that require Board attention. The Company Secretary circulates the agenda for each meeting and relevant documents that the Directors would be required to deliberate upon in advance of each meeting. This enables the directors to familiarize themselves with the matters to be discussed and contribute effectively.

Directors are required to attend all Board meetings and committee meetings to which they are appointed. Teleconference and video conferencing facilities are available for flexibility and cost-effectiveness.

Board Committees

As permitted by the Company’s Articles of Association, the Board is supported by its standing Committees, established to make the decision-making process of the Board more efficient and to support the Group’s vision and activities. Each Committee operates under specific Terms of Reference, reporting to the Board of Directors with activity updates and draft recommendations on matters requiring Board approval. The following Committees currently function at the Board level:

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Board Audit, Strategic Planning, and Finance Committee (BASPFC): The BASPFC plays a crucial role in reviewing and establishing the Group’s strategic direction and objectives, in line with the committee’s Terms of Reference.
Statutory Audit Committee (SAC): The SAC is charged with ensuring the integrity of the Company’s financial statements and internal control policies and procedures, in line with the committee’s Terms of Reference.
Risk, Environmental, Social and Governance Committee (RESG): The RESG oversees and makes recommendations to the Board on its responsibilities in ensuring best practices regarding risk, environmental, social, and governance factors as well as other sustainability matters in line with the committee’s Terms of Reference.
Governance and Nominations Committee (GNC): The GNC oversees and makes recommendations to the Board on corporate governance, strategy implementation, capital expenditure, nomination and remuneration of directors and other human resources matters affecting the directors and employees of the Group in line with the committee’s Terms of Reference.

Induction and Training:

Directors’ Induction Program: Newly appointed members of the Board participate in an induction program that educates them on the provisions of the Group’s Code of Business Conduct & Ethics and other related policies. The programme also includes on-site visits to some of Oando’s facilities. This intensive induction process helps directors understand the diverse nature of the businesses, the ethical values Oando subscribes to, and the organization’s culture; enabling them to effectively discharge their duties to all stakeholders.
Continuing Education: Directors attend training and conferences on a wide range of topics to support their professional development and stay informed on recent regulatory changes affecting the Company. The Board evaluation process also identifies skill gaps on the board and recommends ways to address them. Individual development plans can then be drawn up for each director and implemented to bridge any knowledge gaps.
Ethics & Compliance Program: The Ethics and Compliance Program promotes ethical conduct in all business dealings and trains employees on ethical standards. This program is part of Oando’s effort to mitigate risks and uphold our core values. The Oando Code of Conduct and Ethics principally guides the Group’s business activities and applies to all directors, managers, employees and all third parties who work for and on behalf of Oando.

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The Company is committed to conducting business transparently, and supports the global fight against corruption.

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The Group also supports and is involved with several external voluntary initiatives on anti-corruption (at local and international level) such as the Partnering Against Corruption Initiative (PACI); United Nations Global Compact (UNCG) and Convention on Business Integrity (CBI).

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The Group’s Governance Office, led by the Company Secretary & Chief Compliance Officer, develops and implements policies and the compliance infrastructure, with support from various business units and entities.

First Registrars Nigeria Limited, one of the leading registrars and transfer agents in Nigeria, render registrar services to Oando PLC. They are responsible for the issuance of share certificates, dividend warrants, maintenance of the share register and other related services to our shareholders.

Computershare South Africa renders the same services to our shareholders on the Johannesburg Stock Exchange (JSE) Limited.

Our relationship with our shareholders is governed by the principles of accountability, transparency, fairness and respect.

Accountablility

We are committed to the principles of accountability through the establishment of a properly constituted board of directors whose ultimate goal is to act always in the best interest of the company. The board is guided by the rules of good corporate governance.

This is demonstrated by the various ways we communicate information to our investors in a clear and prompt manner and by our willingness to respond to concerns raised promptly.

Transparency/Efficient Communication

We effectively manage our relationship with our shareholders through transparent and appropriate disclosure of business and financial information.

Company Information is disseminated through publications/corporate announcements on the company’s website, quarterly analyst calls led by the Group Chief Executive for the review of the company’s quarterly performance, and press publications. Statutory Meetings and shareholder forums also provide avenues for shareholders to provide feedback and participate actively in the decision-making process of the company. Management strategy and financial information are divulged in a transparent and timely manner.

Shareholders of Oando PLC can specify the manner through which they want to receive the annual reports and other statutory reports of the Company. Shareholders who wish to receive correspondences from the Company in an electronic format may complete the Electronic Delivery Mandate Form and return same to the Company Secretary or First Registrars Nigeria Limited for processing.

Notice is hereby given to all shareholders to open bank accounts, for the timely receipt of dividends. The Electronic Dividend Payment Mandate Form duly completed and signed by the shareholder(s) with the banks’ stamp affixed for authentication may be submitted to First Registrars Nigeria Limited for processing.

Fairness

All shareholders receive equal consideration regardless of the size of their holdings in the company. This is in line with Rule 22 of the Securities and Exchange Commission (SEC) consolidated rules which requires information to be disseminated at the same time to all shareholders without preference.

Shareholders are also represented on the Audit Committee of the Board of directors to facilitate involvement by investors in the financial review process of the company.

Respect

We recognize the powers reserved for shareholders in the decision making process of the company hence our custom to keep shareholders fully informed and to seek their approval before embarking on major transactions or matters reserved for shareholders’ approval by the Companies and Allied Matters Act.

The Board is responsible for establishing and maintaining the Group’s system of internal controls and reviewing its effectiveness. The key features of the Group’s internal control systems are as follows:

Group Risk Management Committee

GRMC is a management committee established in agreement with Oando’s Enterprise Risk Management strategy. The Committee is mandated with developing policies and procedures to identify, measure, and control risks within the Group’s risk universe. The Committee provides assurance to the Board and the Risk, Environment, Health, Security, Safety, and Quality Committee on the adequacy of the Group’s risk management systems. The committee also regularly reviews and assesses the Group’s risk profile, monitors action plans for managing high risks, and tracks progress against plans to achieve the Group’s risk strategy.

Selected Senior Officers from across the Group provide risk management supervision through the GRMC. The Committee, chaired by the Group Chief Financial Officer, has a primary responsibility of providing independent risk oversight; facilitating, monitoring and challenging the effectiveness and integrity of the risk management processes. Additionally, the GRMC reviews all the risk information, and the data analysis prepared by the Risk Management Department and approves the risk report that is presented to the Board Risk Environmental, Social, and Governance Committee. The Risk Management and Control department facilitates the identification, assessment, and management of risk for each of the group’s subsidiaries.

The Group’s operations and activities adhere to ethically acceptable standards and corporate governance best practices, including the laws and regulations of the jurisdictions where we operate.

We are guided by various corporate governance codes, including the Nigerian Code of Corporate Governance, the Securities and Exchange Commission (SEC) Guidelines, King IV Report on Corporate Governance (South Africa), and the UK Corporate Governance Code (FRC) 2024. In addition, we integrate other globally recognised and accepted corporate governance best practices.

Our Governance and Compliance unit promotes a culture of honesty and integrity. Through visual campaigns on anti-harassment, sanctions, offences and bitesize compliance newsletters, we continue to demonstrate our commitment to maintaining a strong culture of compliance and upholding our values of transparency, accountability, and ethical behavior.

The Group is also guided by its Code of Business Conduct and Ethics alongside other internal policies that are periodically reviewed for relevance to our business activities and environment. These Governance Policies include:

1. Anti-Corruption Policy
2. Board Appointment Process
3. Dividend Policy
4. Gifts and Benefits Policy
5. Insider Trading Policy
6. Know Your Customer Policy
7. Related Party Policies
8. Whistleblowing Policy
9. Ethics Hotlines: How to blow the Whistle
10. Code of Conduct for Business Partners
11. Complaint Management Policy for Investors
12. Code of Business Conduct & Ethics
13. Stakeholder Engagement Policy
14. Anti- Money Laundering Policy
15. Regulatory Disclosure Policy
16. Sustainability Policy
17. Local Content Policy
18. Blacklisting Policy

On December 9^th each year, Oando joins the rest of the world to commemorate the “International Anti-Corruption Day” in a bid to further entrench the ideals of good corporate governance and international best practice as an essential part of the Company’s culture.

This annual commemoration reflects the company’s commitment to combating corruption, as further outlined in our Anti-Corruption Policy. The policy outlines measures in place to counter corruption-related business risks across all our operations, while aiming to create and maintain a level playing field with fair competitiveness in our business dealings.

The Company, its directors, employees, and business partners are expected to comply with and uphold relevant anti-corruption and economic crime laws in all jurisdictions where we operate. We are committed to the principles of anti-corruption as prescribed by the various anti-corruption organizations to which the Company is a signatory.

Oando also upholds a strict Gifts and Benefits Policy, designed to inform employees, directors, and business partners on the Company’s position regarding the giving and acceptance of gifts and benefits from individuals or entities that deal with Oando, either directly or indirectly. Under no circumstances are directors, employees or managers permitted to receive, either directly or indirectly any form of material benefit, gifts, favours, or entertainment that could compromise the proper performance of his or her corporate responsibilities or hinder or interfere with his or her independent professional judgment in relation to Oando and/or its subsidiaries.

We also have a policy on interacting with public officials which provides guidelines for a coordinated approach when engaging or interacting with public officials and agencies. This applies to the company’s directors, executive management, employees, and third-party agents or business partners acting on behalf of the company. Employees and directors are strictly prohibited from offering, receiving, or acceding to requests to pay government officials, either domestic or foreign, bribes, kickbacks, facilitation payment or any portion of a contract payment.

In addition, our Related Party Transactions Policy ensures that directors and employees (including close family members) make full disclosure of related party relationships and transactions they may have with the company.

Our Whistleblowing Policy further enables employees and third-party partners to report any concerns or suspected instances of corruption confidentially and without fear of reprisal. We make every effort to protect the confidentiality of anyone reporting a violation or suspected violation, or anyone who provides useful information during investigations to the extent allowed by law. While there were no cases reported via the KPMG Hotline in the reporting year, we continue to encourage employees to speak up and assure our employees, along with directors and business partners, are protected against retaliation, victimization and retribution.

Business Partner Non-Solicitation Policy

In 2008, Oando developed a “Business Partner Non-Solicitation Policy” that all business partners are required to execute. The primary objective of this policy is to ensure that our business partners also subscribe to the same high standards of integrity that we uphold. The non-solicitation policy mandates that business partners must not offer bribes to Oando PLC employees.

Due Dilligence

Oando is committed to doing business only with reputable, honest and qualified businesses. Our company and employees exercise due care and take reasonable steps and precautions, geared towards evaluating the anti-corruption and bribery risks of engaging with prospective business partners. In an increasingly complex global business environment, it is crucial for us as a company to know exactly who our business partners are and understand the potential reputational risks involved in engaging with them.

Vendor Engagement Process

At Oando, we select vendors based on merit, competence, pricing, and timely delivery through a competitive bidding process. The Procurement department identifies suitable vendors who can provide the required services or solutions to meet departmental needs at the most competitive prices. Only valid vendors with proven track records of performance are selected and registered for business dealings, and their performance is regularly monitored to determine whether the business relationship should continue or be terminated. Non–performing vendors are blacklisted and deactivated from the Oracle system, while unqualified vendors are not registered.

Bid Process

The bid process is designed to ensure transparency and uphold the company’s integrity in all tender processes for goods and services, while also guaranteeing value for money. The Governance Office is responsible for ensuring that the principles of transparency and fairness govern the conduct of this exercise, with clearly defined guidelines for conducting the process.

Blacklisting Policies

In supporting the company’s fight against corruption and unethical practices, the company has established a framework for suspending or blacklisting business partners who fail to comply with Oando’s policies, procedures and the Code of Business Conduct and Ethics. The policy covers adherence by Business Partners to contractual terms, safety, standards of ethics, financial propriety, and human rights in the provision of goods and/or services.

Suspended business partners may be re-instated after a risk-based due diligence process is conducted by the Procurement and Governance units, certifying that measures have been put in place by the business partner to prevent a recurrence of the breach that led to the suspension.

Our Global Participation in the Fight against Corruption

Oando’s participation in the fight against corruption extend beyond our business operations. The company is actively involved in the global fight against corruption and the promotion of good corporate sustainability principles through membership in several local and global anti-corruption organizations. These organizations include:

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The United Nations Global Compact (UNGC): Oando became a signatory to the Global Compact in July 2009 and actively participates in the Local Network of the Global Compact in Nigeria. As a pioneer member of the Global Compact LEAD platform; a corporate sustainability leadership forum that provides the opportunity to implement the Blueprint for Corporate Sustainability Leadership (developed in close consultation with a large number of corporate participants and stakeholders and widely endorsed by business, governments, and civil society at the Leader’s Summit in New York in June 2010), and share related outcomes and learnings with the broader universe of companies.

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The UN Global Compact is a strategic policy initiative for businesses committed to aligning their operations and strategies with ten universally accepted principles in the areas of human rights, labour, environment and anti-corruption and reporting publicly on progress made in implementing these principles in their business operations.

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Additionally, the company seconded its staff to work with the Local Networks Team of the Global Compact Office in New York for 24months. This afforded the company the opportunity to contribute to the development of the global sustainability agenda while building capacity in demonstrating best practices in Environmental, Social and Governance (ESG) issues.

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The World Economic Forum, Partnering Against Corruption Initiative (PACI): The Partnering Against Corruption Initiative (PACI) was formally launched in January 2004. PACI unites companies from various industries and regions to fight bribery and corruption through a zero-tolerance policy. The organization offers a risk mitigation platform to help companies design and implement effective policies and systems to prevent, detect and address corruption issues.

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Oando became a signatory to PACI in 2008 and remains actively involved in PACI programs in various capacities as task force members.

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Convention on Business Integrity (CBi): CBi is an organization established for the maintenance of ethical conduct, competence, transparency and accountability by private sector operators. CBi was established to empower business transactions within Nigeria against corruption and corrupt practices.

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Oando became the 21st member to sign into the Convention on November 16, 2009. Following the recent business integrity failure and regulatory lapses in Nigeria, the CBi began supporting efforts to promote a collaborative approach of enhancing public-private sector partnership through roundtable discussions with select groups of leaders of key government regulatory bodies and members of the business community to identify and implement sustainable models for corporate control against corrupt practices in Nigeria.

Governance

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- Adewale Tinubu

- Adewale Tinubu

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