OUR GOVERNANCE APPROACH
ASI Corporate Governance Report
Principal Activity
GZ Industries is a Group Company operating as a leading manufacturer of premium quality aluminum beverage cans.
Registered Offices
- Nigeria – Area 5, Iperin Gate, OPIC Industrial Estate, Along Agbara-Otta Road, Agbara, Ogun State, Nigeria
- South Africa – 1 Snapper Road, Wadeville, Germiston, Gauteng 1404
- Mauritius – 6th Floor, Tower A, 1 CyberCity, Ebene, Mauritius.
- Kenya – Eldama Ravine Close, Off Eldama Ravine Road, Kenya.
- Nigeria
- Agbara Location Area 5, Iperin Gate, OPIC Industrial Estate, Along Agbara-Otta Road, Agbara, Ogun State
- Aba Location: Umueme Village, Obingwa Local Government, Along UMU Chichi, off Okpu Umuobo, Aba, Abia State
- South Africa 1 Snapper Road, Wadeville, Germiston, Gauteng 1404
Group Independent Auditors
Messer’s Ernst & Young
CORPORATE GOVERNANCE REPORT
The Shareholders and the Group Board of Directors, in their pursuit to maintain the position as a leading aluminum beverage can supplier in the sub-Saharan Africa, acknowledge the importance of the administration of good Corporate Governance to the business. To achieve the organization’s objectives and enhance shareholder value, a comprehensive Corporate Governance Framework was that describes the corporation’s governance procedures was developed and implemented across its entities. The concept of the Framework is reinforced by the commitment to the principles of good leadership which serves as a catalyst for achieving excellence.The Framework is a vital component of the Group companies governance and operational practices and describes the structure, powers, duties and functions of the Boards, Executive Management, and other departments. The Framework was designed along the values of professionalism, corporate discipline, regulatory compliance, transparency, accountability, internal control, internal audit and risk management.
In accordance with the principles of corporate governance, individuals or groups within the organization charged with decision making and the authority to act on certain matters must be held accountable and responsible for their decisions and actions through efficient systems that foster accountability. This gives stakeholders the ability to evaluate and assess the Board and its Executive Management of each entity at all times.
The organization upholds a rich heritage of practicing fair, transparent, and ethical governance. To ensure progress towards long-term strategic goals, we employ key performance metrics that are appraised and evaluated periodically. Additionally, the framework plays a pivotal role in articulating the organizations values, ethics, and business principles to provide guidance to its Directors and Employees. Furthermore, an effective mechanism is in place to mitigate and address any concerns related to non-compliance with the organization’s policies.
Transparency is the extent to which individuals with an interest in the organization can easily access information that allows for a meaningful analysis of its economic fundamentals, business practices and non-financial structure. It demonstrates the accuracy of the information available to investors, customers, regulators and the community.
Independence is the basis implemented to minimize or eliminate any possible conflicts of interest. The framework encompasses various mechanisms such as periodic evaluations, the terms of reference for each Board Committee, appointments to the Committees, and the composition of the Boards itself.
Objectivity is crucial at every level of decision making and internal procedures are always adhered to prevent any undue influence at any level of authority and to maintain GZI commitment to being a great and sustainable organization.
Consequent to the above, the organization conducts an annual anonymous employee survey in Nigeria and South Africa driven by A Great Place to Work with the resultant survey results as follows:
Nigeria | South Africa | Response Rate | 93% | 87% |
|---|---|---|
Trust Index Score | 67% | 65% |
Engagement Score | 76% | 65% |
Taking everything into account | ||
I will say this is a great place to work | 65% | 65% |
SHAREHOLDERS
OP Industrial Holdings (Mauritius) Limited is the Group Company single shareholder with full ownership of the GZI entities and operates as the highest decision-making body. Each operating entity holds General Meetings conducted in a fair and transparent manner where all information about the Company’s affairs and activities are discussed for the Shareholder’s opinion and decision.
The Group Company Secretariat ensures that Shareholder representatives at the various entities receive timely, periodic and accurate information about each Company as enshrined in their Articles of Association.
THE BOARD OF DIRECTORS
The Board of Directors are authorized by the Shareholder to make decisions for the Company that are in the best interest of all stakeholders. The Board is charged by the Shareholder to be the highest governance body of the Company demonstrating and implementing at all times the governance framework of the Company. In addition, the Board are to consider, approve and oversee the implementation of strategies and objectives of the Company.
SELECTION OF THE BOARD OF DIRECTORS
The Board of each entity is composed of a diverse mix of persons who are independent 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. Each Director is nominated and carefully elected with consideration on their experience and expertise, ethics and integrity. Upon selection, each Director undergoes periodic trainings to aid their understanding of the Company’s business and affairs as this enables them to properly evaluate information and the decisions by Management, whilst providing objective challenges to Management for the success of the organization.
The ultimate focus of the Board is the conduct and supervise the business including;
- Strategy and Planning
- Risk Management and Internal Control
- Supervision with respect to compliance with the Law
- Corporate Governance Matters
- Stakeholder Management
- Review of Business Performance
- Other duties as permitted under the Corporate and Allied Matters Act of 2020 and the Memorandum and Articles of Association of the Company.
The role of the Chairman and Chief Executive on each Board are separate, and no individual occupies both offices simultaneously. The collaboration between the Board and Executive Management fosters a collective dialogue in setting broad policy guidelines in the management and direction of the Company to enhance optimal performance and ensure that associated risks are properly managed.
BOARD COMPOSITION
NIGERIA | |||
|---|---|---|---|
S/N | Name | Designation | Status |
1 | Uri Kertesz | Chairman | Active |
2 | Lara Rabiu | Member | Active |
3 | James Judson | Member | Active |
4 | Ayodeji Adelakun | Member | Active |
5 | Michael Adiukwu | Member | Active |
6 | Neeraj Shah | Member | Active |
SOUTH AFRICA | |||
|---|---|---|---|
S/N | Name | Designation | Status |
1 | Vincent Raseroka | Chairman | Active |
2 | James Judson | Member | Active |
3 | Ayodeji Adelakun | Member | Active |
4 | Reoagile Monageng | Member | Active |
5 | Galetume Rampedi | Member | Active |
Responsibilities of Individual Directors
Each Director is expected to perform and comply with their legal and fiduciary duties and other obligations when discharging their responsibilities as Directors. These duties include;
- To act in good faith and in the best interest of the Company
- To ensure decisions are taken with care, diligence and Integrity
- To avoid conflicts of interest
- To desist from any improper use of information received through their position as a Director and from taking undue advantage of the position of a Director
- Other duties as permitted under the Corporate and Allied Matters Act of 2020 and the Memorandum and Articles of Association of the Company.
Board Meetings
The Board meets quarterly, and additional meetings are convened as required. Material decisions may be taken by way of written resolutions, as provided for in the Articles of Association. The Directors are provided with comprehensive group information at each meeting and are also briefed on business developments between Board meetings for their oversight functions.
The meetings were presided over by the Chairman of the Board. In all cases, written notices of meetings, the meeting agenda as well as the reports for consideration were circulated well ahead of the meetings. The minutes of the meetings were appropriately recorded and circulated.
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.
There are three (3) committees namely in Nigeria namely the Board Audit & Risk Committee, Board Investment Committee and Board Remuneration and Governance Committee and four (4) committees in South Africa namely the Finance and Risk Committee, the Remuneration Committee and the Social and Ethics Committee.
These Committees exercise the powers delegated to them in line with the regulations laid down by the Board accordingly with their respective terms of reference. These Committees provide reports to the Board at the quarterly Board meetings.
A summary of the roles, responsibilities, composition and frequency of meetings of each of the Standing Committees are stated below.
- Board Remuneration and Governance Committee
This Committee has supervisory functions over recruitment, remuneration, governance and practices. The Committee is responsible for monitoring the effectiveness of the Company’s corporate governance practices and to 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 taking the following into consideration, the long-term goals and objectives of the Company and the challenges and opportunities facing the Company.
- 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, recommend to the Board any investment or opportunity above management limit with the mandate in new or existing market, category and/or business.
- Board Audit/Finance 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.
- Social and Ethics Committee
The Social and Ethics Committee has the mandate to monitor and provide oversight on the company’s responsibility in areas dealing with social, commercial and environmental matters.
The Committee’s responsibilities include monitoring the company’s activities with regards to social and economic development, good corporate citizenship, environment, health and public safety, consumer relationships and labour and employment. In relation to identifying and evaluating corruption risks, the Committee further ensures that the company implements a Corporate Compliance Programme in accordance with a practice note released by the Companies and Intellectual Property Commission (“CIPC”).
COMPOSITION OF BOARD COMMITTEES – NIGERIA
Board Remuneration and Governance Committee | ||
|---|---|---|
1 | *Taimoor Labib | Chairman |
2 | Michael Adiukwu | Member |
3 | *Derek Chime | Member |
4 | James Judson | Member |
The Committee met four (4) times during the year ended December 31, 2023.
Board Investment Committee | ||
|---|---|---|
1 | Michael Adiukwu | Chairman |
2 | Uri Kertesz | Member |
3 | Derek Chime | Member |
4 | Ayodeji Adelakun | Member |
5 | James Judson | Member |
The Committee met four (4) times during the year ended December 31, 2023.
Board Audit and Risk Committee | ||
|---|---|---|
1 | Derek Chime | Chairman |
2 | Ron Tamale | Member |
3 | Michael Adiukwu | Member |
4 | Ayodeji Adelakun | Member |
5 | **Neeraj Shah | |
**Appointed on November 30, 2023
The Committee met four (4) times during the year ended December 31, 2023.
BOARD COMMITTEES – SOUTH AFRICA
Finance and Risk Committee | ||
|---|---|---|
1 | *Maruping Mangwedi | Chairperson |
2 | Vincent Raseroka | Member |
3 | Ayodeji Adelakun | Member |
*Resigned on September 30, 2023
The Committee met four (4) times during the year ended December 31, 2023.
Social and Ethics Committee | ||
|---|---|---|
1 | Vincent Raseroka | Chairperson |
2 | *Maruping Mangwedi | Member |
3 | James Judson | Member |
*Resigned on September 30, 2023
The Committee met four (4) times during the year ended December 31, 2023.
Remuneration Committee | ||
|---|---|---|
1 | Vincent Raseroka | Chairperson |
2 | *Maruping Mangwedi | Member |
3 | James Judson | Member |
4 | Ayodeji Adelakun | Member |
5 | **Reoagile Monageng | Member |
6 | ***Galetume Rampedi | Member |
**Appointed on August 01, 2023
***Appointed on December 01, 2023
BOARD CHANGES
Nigeria
During the period under review, there were changes to the Board structure in Nigeria with the resignation of Messer Ronald Tamale, Derek Chime and Taimoor Labib on November 30, 2023. These individuals represented the previous shareholder, Marina III LP on the Board prior to their exit. On November 30, 2023, Mr. Neeraj Shah was appointed as a Non-Executive Director on the Board.
South Africa
South Africa witnessed the resignation of Ms. Maruping Mangwedi on September 30, 2023 as a representative of the previous shareholder, Marina III LP on the Board prior to their exit. On August 01, 2023, Mr. Reoagile Monageng was appointed as an Executive Director on the Board and Ms. Galetume Rampedi was appointed as a Non-Executive Director on the Board on December 01, 2023.
INDUCTION AND TRAINING
Annually and Bi-Annually in Nigeria and South Africa respectively, the Board of Directors attend Board training/sessions, ensuring that they continually update their skills, knowledge of industry practice, relevant regulations, operating environment and on international best governance practices and global trends.
EXECUTIVE MANAGEMENT
The Executive Management of each entity is delegated the day-to-day running of the operations of the Company. The Group CEO exercises the powers delegated to him in accordance with Board approved guidelines. The Executive Management is accountable to the Board for the development and implementation of strategies and policies.
It is the responsibility of Executive Management under the direction of the Board to ensure that the Board receives adequate information on a timely basis about the Company’s business affairs at appropriate intervals and in an appropriate manner and developments in legal matters, governance, and finance to enable the Board to carry out its responsibilities efficiently.
GROUP COMPANY SECRETARIAT
The Group Company Secretariat acts as a central reference point and support for all Directors. The Secretary acts as liaison between the Board of the various and external consultants where the Board does not engage such third parties directly.
The Company Secretary is also responsible for assisting the Board and Management in, coordinating the orientation and training of new Directors and the continuous education of Non-Executive Directors; assisting the Chairman and Group CEO to formulate an annual Board Plan and with the administration of other strategic issues at the Board level; organizing Board meetings and ensuring that the minutes of Board meetings clearly and properly capture Board discussions and decisions.
MANAGEMENT COMMITTEES
These are Committees comprising of the senior management staff of the Company. The Committees are risk driven as they are basically set up to identify, analyze, synthesize and make recommendations on risks arising from the activities of the Company. They also ensure that risk limits as contained in the Board and Regulatory policies are complied with at all times.
The Committees meet as frequently as necessary to immediately take action and decisions within the confines of their powers.
The standing Management Committees in the Company are:
- Tenders/Bid Committee
- Fixed Assets Disposal Committee
Tenders/Bid Committee
This Committee is responsible for requesting, receiving, and reviewing bids for procurement of purchases where the value is higher than NGN19,999,999 or equivalent.
Fixed Assets Disposal Committee
This Committee is responsible for seeking approval from Management on the appropriate disposal method to be employed based on the decision reached by members. The Committee is also responsible for placing an invitation to bid where disposal is to be done by a tender. This can be internally and/or externally.
The Committee has the total responsibility of ensuring that every asset to be disposed through a tender is done in an effective manner and to the advantage of the company with consideration of the market value of such assets. The Committee ensures that due diligence and fairness are employed in the process of disposal of assets and assets are sold to the potential beneficiary with the highest offer.
The Committee ensures that necessary records and documentation are carried out by the Finance department before, on or after disposal.
Future Relations And Communication With Stakeholders
The Board is committed to sustaining good relations and ongoing interactions with its stakeholders through a well-established communications and complaints management policy.
The Company has in place, a well-managed Customer Relations Unit to attend to all enquiries on the Company’s products, corporate actions, strategy, and all other corporate information.
All other related information on the Company’s business operations and allied matters can be obtained by all stakeholders and the public from the Company’s website www.gzican.com
