Page 54 - Continental Reinsurance 2022 Annual Report

52 Corporate Governance Report

5.4 Nomination, Governance and Remuneration Committee
This Committee is responsible for formulating and implementing the Company's policy on Directors' appointment, remuneration
of Executive Management and other Board governance matters. The Committee is also responsible for the approval of human
resources matters, the oversight of Management issues, including employees' retention, equality, and diversity as well as other
significant employee's relations matters.

The record of attendance at the Board Nomination and Remuneration Committee during the year are presented as follows:

MEMBERS 28/01/20 22 20/04/20 22 MEETINGS 22/07 /2022 26/10 /2022

MR. PAUL KOKORICHA üX 2 7 /04 /20 2 2 üX
(CHAIRMAN)* ü
MS SEUN ONI* X1 X2 X4 ü
MR. FOLUSO LAGUDA* üü X3 üü
MR. STEVE IWENJORA* üü ü üü
MRS. CHRISTABEL ONYEJEKWE X5 X6 X X8 ü
MR. JUNIOR NGULUBE* üü X7 üü
ü

Notes: The Board Committees were reconstituted at the board meeting of July 29, 2022, and the newly constituted
X1 - X8 Committee members had their first meeting in October 2022.

* Current members of the committee.

6. Management Committees
Executive Committee
The Committee comprises the Group Managing Director/CEO who acts as the Chairman, the Executive Director, the Chief
Finance Officer, and other key management staff.

The Committee meets once a month and as needed , to discuss matters relating to the day-to-day operations of the Company.
The Committee assists the Group Managing Director/CEO to define business goals and objectives; chart and define corporate
strategies; track and manage strategic business performance against formulated plans and expected results and outcomes; make
decisions on operating plans and budgets as well as review financial results and control and make recommendations on major
policies to the Board for approvals as required through the relevant Board Committees. The Committee effectively discharges its
responsibilities and acts within the authority delegated to it by the Board.

Adhoc Committees are set up from time to time to address specific issues.

7. Remuneration

7.1 Non-Executive Directors
Non-Executive Directors are paid fixed annual fees and sitting allowances for their services on the Board and its Committees.
These fees are in line with the Company's Remuneration Policy and as may be approved from time to time by the shareholders in
general meetings.

To ensure that the Company remains competitive, a peer review of compensation and remuneration of Directors is undertaken
every two years.

7.2 Executives
Consistent with the Company's Remuneration Policy, remuneration of Executive Directors is fixed by the Nominations,
Governance & Remuneration Committee of the Board, which also has the responsibility of making recommendations to the
Board on all payments made to Executive Directors. The Company's Remuneration Policy is formulated to attract, motivate,
retain, and compete for talents locally and internationally; to motivate and enhance the commitment of Directors and senior
executives which would positively impact the overall Company's performance.