Longman Nigeria Plc - Corporate Governance

CORPORATE GOVERNANCE

The company recognises the importance of a high standard of corporate governance. The Board consists of the Chairman, with no executive responsibilities, three executive and five non-executive Directors. The Board met three times in the year. The Board has focus on its responsibilities and has perfected its operational strategies to achieve reasonable performance of the company.

The non-executive Directors have been operating in such a way that their independence has not been impaired. The Board is responsible to the shareholders for creating and delivering sustainable shareholder value through its oversight functions. In this wise, the role of the Chairman and Managing Director / Chief Executive are separate and the Board has agreed to their responsibilities. The Chairman's main responsibility is to lead and manage the Board to ensure that it operates effectively and fully discharges its legal and regulatory responsibility. Non-executive Directors, based on their breadth and depth of knowledge and experience, are able to challenge, monitor and approve the strategies and policies recommended by the management. The Board has established standing committees with clearly defined terms of reference that set out their roles, responsibilities, functions, scope of authority and procedures for reporting to the Board. The Board committes include the following:

Human Resource & Social Responsibility Committee

The Committee chaired by a non-executive Director with two executive Directors including the Managing Director/Chief Executive and one other non-executive Director is charged with the responsibility for human resource need and succession plan. The Committee is also charged with the social responsibility in the environments where the company operates.

Business Development & Finance Committee

The Committee chaired by the Chairman, comprises two non-executive Directors and the Finance Director as members. The Committee is responsible for the development of long term business strategies and investment activities of the company.

Audit Committee