Page 51 - Continental Reinsurance 2022 Annual Report

Corporate Governance Report 49

4. Board Meetings
The Board met four (4) times during the financial year. The agenda for each meeting was circulated along with the notice in line
with the notice period stipulated in the Company's Articles of Association. In line with best practice, Board papers were sent to
Directors in advance of meetings to enable them to study and prepare ahead of the meetings. Appropriate and relevant
information was also provided to enable Directors to make an informed decision on matters for consideration. Directors who
were unable to attend any of the meetings appointed alternates to represent them at the meetings.

The record of attendance at Board meetings held during the year are presented as follows:

MEMBERS 4/02/2022 MEETINGS 31/10/2022
29/04/2022 29/07/2022
CHIEF AJIBOLA OGUNSHOLA ü X3
(CHAIRMAN) X1 X2
ü ü
MR.PAUL KOKORICHA ü üü ü
MR. FOLUSHO LAGUDA ü üü ü
MR. QUINTEN MATTHEW ü üü ü
MR.LAWRENCE NAZARE ü üü ü
MR. STEVE IWENJORA ü üü X5
MR. IAN . A TOFIELD ü üü ü
MR.EMMANUEL BRULE ü üü ü
MS. SEUN ONI ü üü ü
MRS CHRISTABEL ONYEJEKWE ü üü ü
MR. JUNIOR NGULUBE üü

Notes

X1 – X3 Chief Ajibola Ogunshola resigned from the Board on February 4, 2022
X5 Mr. Ian Tofield resigned from the Board on July 29, 2022

5. Board Committees
The Board delegates some of its functions, duties, and responsibilities to well-structured Standing Committees without
abdicating its responsibilities. The Board approved Charters set out the responsibilities and Terms of Reference of the Board
Committees which are reviewed periodically. The Board Committees present regular reports to the Board on their activities and
performance. Although the various Board Committees have the authority to examine issues within their Terms of Reference and
report back to the Board with their decisions and/or recommendations, the ultimate responsibility for all matters lies with the
Board.

Only Directors are members of the Board Committees and in line with best practice, the Chairman of the Board is not a member of
any of the Board Committees. Likewise, the Group Managing Director and the Executive Director are not chairmen of any of the
Board Committees.

The Board has four (4) Standing Committees as follows:

5.1 Audit and Compliance Committee
The Board Audit and Compliance Committee is responsible for oversight of audit functions, without prejudice to the Statutory
Audit Committee established in compliance with CAMA, which is not considered a board committee. The Terms of Reference of
the Board Audit Committee include amongst others:

To keep the effectiveness of the Company's system of accounting, reporting and internal control under review and to ensure
compliance with legal and ethical requirements.
To review the activities, findings, conclusions, and recommendations of the External Auditors relating to the Company's
Audited Financial Statements.
To review the Management Letter of the External Auditors and Management's response thereto.