GZI NIGERIA REPORT
Corporate Governance
As an organization whose vision is to be sub-Saharan Africa’s leading aluminium beverage can supplier, the Shareholders and the Board of Directors of GZ Industries Limited recognize Corporate Governance as a key driver of accountability and transparency towards achieving long term value for all stakeholders. It is against this backdrop that the Company ensures compliance with all applicable laws and regulations including the Nigerian Code of Corporate Governance 2018 and international best practices in its operations.
The Company has in place, a robust framework of business policies and procedures for the governance and management of operations at every level. This framework also ensures integrity is sustained with the right people, values and principles across the entire value chain. The Company has in place an effective Succession Planning Framework to ensure that it continues to have the right people and talents to drive our business today and into the future.
As part of the commitment to improved and continuous governance in the workplace, an in-house Internal Audit function is in place to ensure that the processes, policies and platforms are always complied with. There is a Delegation of Authority framework that establishes and identifies the level of approval and authority limits and acts as an internal control mechanism that provides assurance that transactions and decisions are appropriate and required for the Company’s operations. The framework further amplifies the level of involvement of key management personnel in the decision-making process and the stability of the governance structure at GZI.
GZI Governance process is transparent and conducted in line with the Board Charter and reviewed bi-annually to identify the responsibilities and terms of reference of the Board and Board Committees for improvement.
At the end of 2022, the Company conducted its annual anonymous employee survey driven by A Great Place to Work with the resultant survey results as follows:
Trust Index Strategy and Direction Work environment and processes Empowerment and Accountability Employee engagement Corporate Social Responsibility | 70% 88% 80% 77% 79% 76% |
GZI was awarded a bronze award by the Great Place to Work Organization in 2021 for building a Culture of Innovation for Large Corporate Organizations and certified as a Great Place to Work in the silver category in 2022.
The Company also won the Nigeria Employers Consultative Association (NECA) Employer of the Year Award in 2021 in the Metal and Steel category.
The Group Board of Directors
The Shareholders of the Company are the highest decision-making body of the Company and they have empowered and authorized the Group Board of Directors (the Board) to make decisions for the Company that are in the best interest of all stakeholders. The Board is composed of persons with the right balance of experience, skills, knowledge and expertise for the effective steering of the affairs of the Company in a dynamic and challenging business environment. They demonstrate a good understanding of the Company’s business and affairs and are responsible for the overall long-term success and the strategic direction of the Company.
The ultimate focus of the Board is the conduct and supervision of the business including
- Risk Management and Internal Control
- Supervision with respect to compliance with the Law
- Corporate Governance Matters
- Stakeholder Management
- Review of Business Performance
Board Composition | |||
|---|---|---|---|
S/N | Name | Designation | Status |
1 | Uri Kertesz | Chairman | Active |
2 | Ron Tamale | Member | Active |
3 | Michael Adiukwu | Member | Active |
4 | Lara Rabiu | Member | Active |
5 | Taimoor Labib | Member | Active |
6 | Derek Chime | Member | Active |
7 | James Judson | Member | Active |
8 | Ayodeji Adelakun | Member | Active |
Board Meetings
The Board meets quarterly, and additional meetings are convened as required and these meetings are presided over by the Chairman. In all cases, written notices of meetings, the meeting agenda as well as the reports for consideration are circulated well ahead of meetings. The minutes of the meetings are appropriately recorded, circulated and kept at the Company’s Secretariat.
Board Committees
The Board effectively performs its oversight function through its standing committees which have clearly defined terms of reference on their roles, responsibilities, functions and scope of authority. The GZI Board has three (3) committees namely, the Board Audit & Risk Committee, Board Investment Committee and Board Remuneration and Governance Committee.
These Committees exercise the powers delegated to them in line with the regulations laid down by the Board with their respective terms of reference.
Board Remuneration and Governance Committee
This Committee has supervisory responsibility over recruitment, remuneration and governance practices. The Committee is responsible for monitoring the effectiveness of the Company’s corporate governance practices and to make recommendations on required changes as necessary or appropriate for the Company. The Committee oversees the succession planning process of the Board and other senior management positions in the Company.
Composition of the Board Remuneration and Governance Committee | ||
|---|---|---|
1 | Taimoor Labib | Chairman |
2 | Michael Adiukwu | Member |
3 | Derek Chime | Member |
4 | James Judson | Member |
Board Investment Committee
The Board Investment Committee has the mandate to monitor and provide oversight for the strategy and business development in all GZI entities, as well as other finance-related issues such as capital & funding requirements for projects/business in the current and proposed markets with a focused guidance to grow the business.
The Committee’s functions include to discuss, review, analyse, and recommend to the Board any investment or opportunity above management limit with a mandate that covers new or existing markets, categories and/or businesses.
Composition of the Board Investment Committee | ||
|---|---|---|
1 | Michael Adiukwu | Chairman |
2 | Uri Kertesz | Member |
3 | Derek Chime | Member |
4 | Ayodeji Adelakun | Member |
5 | James Judson | Member |
Board Audit and Risk Committee
This Committee oversees the establishment, implementation and monitoring of the Company’s risk management framework to identify, assess and manage the risks to the operations of the Company, ensure compliance with all applicable legal and regulatory requirements to the business and to oversee the effectiveness and adequacy of internal control systems.
Composition of the Board Audit & Risk Committee | ||
|---|---|---|
1 | Derek Chime | Chairman |
2 | Ron Tamale | Member |
3 | Michael Adiukwu | Member |
4 | Ayodeji Adelakun | Member |
