Corporate Governance

AIICO Insurance Plc has consistently improved upon the foundation laid by its founders over 49 years ago.

In today’s business environment, it is imperative that a market leader such as AIICO Insurance Plc abide by a set of Corporate Governance Codes and Practices which will further reassure all stakeholders that our business practices have been institutionalized and that the Enterprise has been positioned to deliver value to its Stakeholders.

Having adopted the Codes of Corporate Governance set out by both the National Commission for Insurance (NAICOM) in 2009 and The Securities & Exchange Commission of Nigeria (SEC) in 2011, we have been fastidious on adhering to those codes in addition to also evolving certain business practices which have enhanced our Corporate Governance stature and culture.

AIICO Insurance Plc developed a framework for the business which guarantees the independence and authority of both management and Board of Directors.

The Board of Directors maintains its oversight function and effectiveness in the discharge of its responsibilities through a number of Board Committees set up for that purpose. These committees are as follows: Board Establishment and Corporate Governance Committee, Board Finance & General Purpose Committee, Board Real Estate Committee, Board Audit Committee and Board Risk Management & Investment Committee.

The Board of Directors

The Board of Directors of AIICO Insurance Plc is comprised of 10 members – The Chairman, Five (5) Non-Executive Directors, Three (3) Executive Directors.

One of the Non-Executive Directors is an Independent Director.

The Board of Directors has ensured a clear demarcation in the areas of responsibility of the Management.

The Board Committees

Establishment & Corporate Governance

This committee is responsible for staff matters in respect of senior staff at the level of Principal Manager and above.

These matters include Corporate Governance functions, compensation reviews, recruitment, promotions and disciplinary matters brought before it by the Management of the company.

It is comprised of 7 members, three (3) of which are Management staff of the company.

Finance & General Purposes Committee

The Board approved of the establishment of the committee to undertake the periodic review of the financial health of the company.

It is comprised of 8 members 3 of which are Non-Executive Directors.

Real Estate and Properties

Chaired by His Royal Highness (Dr.) O. Akenzua, this committee is responsible for evaluating the Real Estate transactions of the company proposed to it by the Management for to ensure that the laid down guidelines have been followed and that there is innate value in the proposed transaction(s) to the shareholders of the company.

Investment & Enterprise Risk Management

This committee is saddled with the responsibility of monitoring and guiding the investment decisions; as well as overseeing the risk management functions the company.

Audit

In compliance with the prescription of the NAICOM Code of Corporate Governance, the Board of the company established the Board Audit Committee. This committee is chaired by the Independent Director and also has three other persons representing the interest of the Shareholders as members.

The committee has oversight responsibility for both the external and internal audit activities and audit records of the company.

This committee has 6 members, the executive director seats in attendance at the meetings of the committee, except the independent director who chairs. A member of the Shareholder committee is the vice-chairman.

Composition of Board Committees

Board Establishment & Corporate Governance Committee

Chief Eugene Okwor (Chairman), David Sobanjo (Group Managing Director), Non-Executive Directors (3), Executive Directors (2)

Board Finance & General Purposes Committee

Chief Rasheed Gbadamosi (Chairman), David Sobanjo (Group Managing Director), Non-Executive Directors (4), Executive Directors (2)

Board Real Estate Committee

HRH (Dr.) O. Akenzua (Chairman), Non-Executive Directors (4), Executive Directors (3)

Board Audit Committee

Mr. Kundan Sainani (Chairman), Non-Executive Directors (2)

Board Investment Committee>

Chief Rasheed Gbadamosi (Chairman), Oladipo Oguntuga (Chief Investment Officer), David