Page 50 - Continental Reinsurance 2022 Annual Report
P. 50
48 Corporate Governance Report
They are also required to declare any conflict of interest on 2.6 Board Evaluation
appointment, annually, thereafter, and as they occur. The Board has established a system of an annual independent
evaluation of the performance of the Board, its committees,
New Directors receive an induction pack containing the and individual Directors. The Summary of the Board
corporate profile; a synopsis of the Company's business, Performance evaluation for the reporting period was carried
products and services; ethics and philosophy; organization out by HNC Professional Services, the independent
structure; duties of Directors; Directors Code of Conduct; Consultant approved by the Board. The report of the
Directors' training plan; the Company's strategic plan; ERM evaluation is included in this Annual Report.
Framework; Memorandum and Articles of Association;
statutory codes of Corporate Governance, approved policies 2.7 Directors' and officers' liability insurance
and charters including, amongst others, Anti-Bribery and The Company continues to maintain Directors' and Officers'
Corruption Policy, Anti-Money Laundering/Countering the Liability Insurance cover for all its Directors to protect them
Financing of Terrorism Policy, , Complaints Management against the risk of personal liability. The cover is renewed
Policy, Board and Board Committees' Charters and Whistle annually.
Blowing Policy; staff handbook; schedule of Meetings for the
year; minutes of most recent meetings and other relevant 2.8 Right of Directors to access Management and
information. independent professional advice
The Directors are aware of their rights to unrestricted access
Directors also receive updates through presentations by to Management, the Company's information, independent
Heads of Departments, Regional Directors and Managing professional advice, and any other necessary resources to
Directors of Subsidiaries at Board meetings and regularly enable them to make informed decisions in the discharge of
receive up-to-date information on the Group's operations. their responsibilities at the Company's expense.
To update their skills and knowledge and thus enhance their 2.9 Company Secretary
performance, Directors are also encouraged to attend The Directors have access to the advice and services of the
external courses, conferences, seminars, workshops, and Company Secretary and apart from being Secretary to the
other relevant training programs at the Company's expense. Board, the Company Secretary also acts as Secretary to all the
Board Committees. The Company Secretary assists the Board
2.4 Election and Re-Election of Directors and Management in implementing the provisions of the Code
In line with the Companies and Allied Matter Act and the and she is always available to provide necessary assistance
Company's Articles of Association, one-third of the directors, and information as may be required by members of the Board.
excluding the Executive Directors, retire by rotation at each She is responsible for ensuring adherence to Board procedures
Annual General Meeting such that each director submits and compliance with applicable Rules and Regulations. She is
himself/herself for re-election every three years. In keeping also responsible for updating and implementing the induction
with this requirement, Mr. Paul Kokoricha and Mr. Emmanuel programme for new Directors and coordinating the training of
Brule retired at the Annual General Meeting earlier in the year all Directors. She ensures that Directors receive timely and
and being eligible for re-election, submitted themselves for re- appropriate information on all matters relating to the Board
election and had their tenure on the board renewed. The and the Company.
Board confirms that following a formal evaluation, these
Directors continue to demonstrate commitment to their duties 3. Organizational Structure
and roles as Non-Executive Directors. The Company is structured to allow for effective and efficient
decision-making and in keeping with best practice, there is a
2.5 Multiple Directorship clearly defined organisational structure with clear job
It is acknowledged that some of the Directors have concurrent descriptions, authority levels, interrelationships among
directorship positions on other Boards and this has not various job positions, functions, departments, and office
interfered with their ability to discharge their responsibilities locations, and working relationships for Management. The
on the Board of the Company. However, none of the directors organization structure defines the matrix and reporting lines
are directors in more than five (5) other public companies. at the individual, Company, and Group levels. There is a clear
separation of responsibilities between the Board and the
The Directors have demonstrated their commitment to the Executive Management that ensures non-interference of the
business of the Company through regular attendance at the Board in management function and vice versa.
meetings of the Board and Board Committees and effectively
discharging their duties during the year. Serving and There is also in place an effective and efficient human
prospective Directors disclose their memberships on resources management process that ensures strong staff
prospective appointment to other Boards. welfare and objective assessment of individuals with an
emphasis on performance.
