Page 49 - Continental Reinsurance 2022 Annual Report
P. 49
Corporate Governance Report 47
1. Introduction one of the ways to ensure that we continue to have the right
people to drive the Company's business in the desired
We acknowledge that Corporate Governance is the bedrock direction.
of any business as it provides fundamental structures and
standards that align leadership with an organization's goals, 2.2 Composition and structure
regulatory and ethical standards that enhance accountability The Board is currently made up of Ten (10) directors; six (6)
and transparency. non-executive directors, two (2) independent non-executive
directors and two (2) executive directors.
At Continental Re, our Corporate Governance Framework is
designed to continually demonstrate our commitment as a The Chairman of the Board is a non-executive director, and he
responsible corporate entity by operating within the highest is not a former Managing Director or Executive Director of the
standards of corporate governance and living our core values Company.
to enhance shareholders' value and the confidence of our
stakeholders which is key to our continued long-term success. The Board promotes diversity in its membership across a
variety of attributes relevant for promoting better decision
We also recognize that regulatory compliance is central to our making and effective governance. These attributes include
Corporate Governance Framework, the Board, therefore, has field of knowledge, skills, and experience as well as age,
adopted the Nigerian Code of Corporate Governance 2018 culture, and gender.
("the NCCG Code") and the National Insurance Commission
Corporate Governance Guidelines for Insurance and The Directors are qualified professionals in their respective
Reinsurance Companies in Nigeria (2021) as the corporate fields with extensive knowledge of the business of the
governance best practice framework for the Company. The Company and they bring to the Board diverse skills,
Board also ensures an on-going compliance with the knowledge, and experience appropriate for the efficient and
Company's Memorandum and Articles of Association, Board effective running of the Company.
Charters, Companies and Allied Matters Act, 2020 ("CAMA")
and all other relevant laws and regulations which collectively The Directors are upright personalities and are individuals
serve as the bedrock for sound corporate governance. with a sense of accountability and integrity. They are
knowledgeable in board matters and are fully committed to
2. Governance Structure ensuring compliance with corporate governance principles
and entrenchment of high standards of governance and
2.1 Board of Directors ethical practices.
Continental Re is headed by an effective Board of Directors
which is the principal driver of the strategic affairs and In compliance with the Code, no individual or small group of
corporate governance of the Company. individuals dominates the Board's decision-making and to
avoid over-concentration of powers in one individual, the
The Board exercises leadership, enterprise, integrity and positions of the Chairman of the Board and the Group
judgement in its oversight and control of the Company's Managing Director/CEO is separated, and their respective
affairs to achieve its strategic plans and to also ensure that roles are clearly defined in the Board Charter.
Management acts in the best interests of the shareholders and
other stakeholders while sustaining the prosperity of the 2.4 Board Appointments
Company. There is a written, clearly defined, rigorous, formal, and
transparent procedure for the selection and appointment of
The Board regularly reviews developments in corporate new Directors on the Board to ensure the appointment of
governance practices and updates the Company's Corporate high-quality individuals. The Board Nomination, Governance
Governance Framework as it deems necessary. and Remuneration Committee is responsible for Directors'
succession planning and recommendation of new
The Board ensures that an appropriate level of checks and appointments to the Board.
balances is maintained, to ensure that decisions are taken with
the best interest of the Company's stakeholders in mind. 2.5 Directors' Induction, Training and Development of
Directors of the company possess the right balance of Board Members
expertise, skills, and experience, which translates to an There is a formal induction programme for newly appointed
effective Board and an executive management team capable Directors to familiarise them with the Company's operations,
of steering the affairs of the Company in an ever-changing strategy, people, and business environment. All Directors are
and challenging environment. The Company's robust given letters of appointment or contract of employment
appointment and effective succession planning framework is specifying their duties, liabilities, and terms of engagement.
