Governance framework

Sound corporate governance principles are the foundation upon which Nassure Microinsurance Limited (Company) ’is built on. Good corporate governance is crucial to sustain the company in the long run through the changing regulatory and market environment and is an integral part of our business strategy. These principles are critical to growing the reputation of an organisation dedicated to excellence in performance and integrity. We strive to put in place a culture of corporate governance that facilitates fairness, accountability, responsibility and transparency that permeates throughout the Company. The overall intention of the corporate governance framework is to ensure the continuous performance improvement while meeting its governance obligations and commitment, and simultaneously adhering to legislative and regulatory requirements. This in turn fosters and maintains shareholders’, stakeholders’ and the public’s confidence in our Company.

The Board is responsible and accountable to the Company’s shareholders and stakeholders for the long-term success of the Company. The Board leads and oversees the management of the Company and our Directors are collectively responsible and accountable to the Company’s shareholders and stakeholders for the long-term success of the Company.
The Board has its own terms of reference and has reserved its powers in strategic and significant matters of the company, including:

• Formulating short and long-term strategic directions of the Company, including development strategy, major investments, acquisitions and disposal of major assets
• Approving the Company’s annual budget and forecasts
• Approving significant changes in accounting policies
• Approving changes to the Company’s capital structure
• Setting the dividend policy
• Authorising material borrowings and expenditure
• Approving financial statements, annual and interim reports, and making judgements that are appropriate in the preparation of the Company’s disclosure statements
• Approving the appointments of the Company’s Directors for election and/or re-election in general meetings
• Reviewing and ensuring corporate governance functions are carried out properly, and reviewing and monitoring the corporate governance practices of the Company
• Overseeing the risk management and internal control systems of the Company on an on-going basis through review of reports of Audit Committee, the Company Management Board and the Company Risk Committee and reviewing the effectiveness of these systems

Board decisions are voted on at Board meetings and are supplemented by circulations of written board resolutions between Board meetings. Board meetings are structured so as to encourage open dialogue, frank debate and active participation by Directors in meetings. Whilst matters may be decided at meetings by most votes from the voting Directors, the Board would typically strive to get a unanimous consensus.
All Directors are required to comply with their common law duty to act in the best interests of the Company and the interest of our shareholders and stakeholders. All Directors are also required to declare the nature and extent of their interest, if any, in any transaction, arrangement or other proposal to be considered by the Board. Our Board Committees operate under similar processes as the Board.

The Board has established the following Board Committees in order to manage the Company effectively. Each Committee reports its decisions and recommendation to the Board and seeks the Board’s prior approval on specific reserved matters. The terms of reference of each Board Committee have been approved by the Board and are reviewed annually to ensure that they comply with the latest legal and requirements and reflect developments in best practices and the needs of the Company.

1. Audit Committee
• Oversees the integrity of the Company’s financial reporting and the external and internal process monitors and reviews the effectiveness of the Company’s risk management and internal control systems
2. Nomination Committee
• Reviews the structure, size and composition of the Board
• Makes recommendation to the Board for the appointments with reference to the Board Diversity
3. Executive Committee
• Develops and reviews strategic opportunities and significant investment proposals
• Evaluates the Company’s competitive position and determining strategies to protect the brand, values and business principles of the Company
• Oversees the implementation of strategic plans and investment proposals
4. Finance, Investment and General Purpose Committee
• Reviews all financial aspects and budgets on significant acquisitions, investments assets disposal, forecasts and any revisions of the Company
• Reviews the Company’s financial performance
• Makes recommendations to the Board on the remuneration philosophy and policies of the Company
• Reviews and approves remuneration packages of the Executive Directors and senior management
• Reviews and recommends to the Board the Non-Executive Directors’ fees for serving on the Board Committees
5. Management Committee
• Leads the management to fulfil objectives set by the Board and assisted by the Company Management Board
• Reviews and monitors day-to-day operations and business affairs of the Company and supported by various sub-committees
6. Risk Committee
• Oversees top tier risks of the Company and related contingency plans
• Develops governing policy, procedures and instructions to the purpose, application and completion for the Company Risk Register
• Oversees risk management and internal controls
7. Technology Committee

Oversees the strategic direction and development of the Company’s technology development for greater efficiency and for the Company’s competitive advantage in the sector

There is a clear division of the responsibilities in the Company between the running of the Board, and the executives responsible for running the Company’s business

1. Chairman
The Chairman is responsible for ensuring the Board and individual Directors perform their duties effectively and make active contributions to the affairs of the company. The Chairman fulfils this by facilitating and encouraging all Directors and Non-Executive Directors to voice their views and concerns openly. The Chairman also ensures the formation of constructive relations between the Executive and Non-Executive Directors, so that decisions made by the Board fairly reflect a consensus. The Chairman keeps abreast of the development and operations of the Company via his frequent communication with the Chief Executive Officer and Chief Operating Officer and/ or Chief Financial Officer. During the year, the Chairman also seeks an independent evaluation of the management’s performance from the Non-Executive Directors in the absence of the Executive Directors. With the assistance of the Company Secretary, the Chairman also ensures that good corporate practices and procedures are established and implemented throughout the Company.

2. Chief Executive Officer
The Chief Executive Officer leads the day-to-day management of the Company. He is responsible for implementing the strategies and policies agreed by the Board and leading the management to fulfil the objectives set out by the Board. The Board has entrusted the Chief Executive Officer with the authority to operate the business and he is accountable to and reports to the Board on the performance of the Business. The Chief Executive Officer is supported by the Chief Operating Officer, Chief Financial Officer, Chief Technology Officer, The Company Executives and members of the Company Management Board. This management structure facilitates clear reporting and provides the Board with high quality information and recommendations to enable informed decisions in all aspects of the Company’s business and strategy.

The Board currently consists of seven (7) Directors, who perform and discharge their duties in Executive and Non-Executive Director capacity.

1. Executive Directors
The Chairman, The Chief Operating Officer, Chief Financial Officer, Chief Technology Officer, (and the roles we carve for ourselves) serve as the Executive Directors and are involved in the day-to-day business. Whilst each has specific executive duties, their roles are not confined to the area of business covered by their specific executive functions but are extended to the entire Company’s operations. They proactively communicate with the Non-Executive Directors and are open and responsive to any executive proposal and challenges made by the Non-Executive Directors.

1. Non-Executive Directors (NEDs) do not participate in the day-to-day business of the Company. They evaluate management’s performance in achieving the agreed corporate goals and objectives. They also serve to ensure clarity and accuracy on the reporting of financial information and that risk management and internal control systems are effective. Our NEDs are active and vocal in challenging and providing constructive feedback on the decisions of management in all areas, which is crucial to the objectivity of the Board’s deliberation and decision-making. They are also involved in determining the appropriate level of remuneration of the Executive Directors and senior management. Non-Executive Directors serving on the Board and Board Committees give these Committees the benefit of their skills, expertise and varied backgrounds and qualifications.

2. Company Secretary
The Company Secretary reports to the Chairman and the Chief Executive Officer on governance matters. Balancing efficacy and the importance of good corporate governance, the role includes reviews and implements of good corporate governance practices and processes as well as initiating improvements. Acting as Secretary to the Board, as well s Governance Board Committee, and is responsible to the Board in respect of Board procedures and processes. Our Company Secretary is also responsible for advising and keeping the Board and Board Committees up to date on legislative, regulatory and governance matters

The Board of Directors is committed to ensuring that the Company’s Directors, senior management and heads of control functions and other responsible persons in key positions are fit and proper. Accordingly, the Company has adhered to s.12(1) of the Insurance Act 2003. In furtherance to the above, a Fit and Proper Policy will be in place, which amongst other things, will also the govern the conduct and integrity of Directors.

The corporate governance model that the Company has implemented uses best practices which include the following:
Our risk management framework and its process are designed to manage and mitigate risks rather than eliminate all risks. As with all systems, it does not provide an absolute shield against factors such as unpredictable risks, uncontrollable events such as catastrophes, fraud and errors of judgement.
Effective risk management is and has been an integral part of the overall achievement of the Company’s strategic objectives. Our risk management approach is shaped by our business strategy. We manage risks in order to optimise the quality of our asset portfolio in the long term. Our focus is on managing risks to ensure the long-term sustainability of our business, preserve a high standard of service, tradition of integrity and respect for our heritage as embodied in the culture of our Company.
The Board is ultimately responsible for establishing, maintaining and overseeing appropriate and effective risk management and internal control systems for the busines of the Company. It has given the Audit Committee the responsibility to oversee these systems on an on-going basis and to assess their adequacy and effectiveness semi-annually. This is done with the support from the Company Risk Committee and Risk Management.

• Operational management and internal control systems covers Company policies, procedures and practices, as well as internal control procedures. We enhanced the risk control assessment process by introducing a ‘control self-assessment’ (CSA) process to our business and functional units. Management evaluates the effectiveness of material controls using a control rating criteria. The CSA process allows the Company and each operation to identify opportunities for further strengthening of controls and implement control enhancement plans with designated control executives, control owners and timelines.

  a. Second Line of Defence: Compliance and Risk Management

• Functions overseeing risks and providing robust challenge to the management teams:
  • Internal Control
  • Risk Management
  • Compliance
  • Chief Risk Officer
  • Chief Compliance Officer
• The second line of defence is our risk management functions which the Company Risk Committee oversees. The Company Risk Committee reviews the Company Risk Management Report and monitor our risks and develop risk management procedures in response to such risks. Risks analysis is conducted via Risk awareness ‘Incident Insights’ via ‘Risk Alerts’. Regular risk and compliance trainings are given to staff via seminars and workshops. Compliance checks are also conducted to ensure that we are complying with our regulatory obligation.

  a. Third Line of Defence- Audit and External Professionals

• Functions providing independent assurance:
  • Internal Audit
  • External Audit
  • Independent Third-party professionals
• It is imperative that the Company continues to improve its risk-based internal audit approach in the business that it engages in, and from the point of view of the strategic direction that the Company is steering towards. In formulating its internal audit approach, appropriate audit methodologies are identified to assess internal controls with our risk management objectives. The external auditor of the ~Company further complements the third line of defence process by independently auditing material internal controls over financial reporting for our Company. The external auditor would report on any material financial reporting control weakness to the Audit Committee. These components of combined assurance are to integrate, coordinate and align risk management and assurance processes.
• Conflicts of `Interests and Outsourcing
• All Directors and senior management are required to disclose, abstain and seek approval in relation to any conflicts of interest they may have with the Company under the conflicts of interest policy. The Company Board of Directors has approved implementation of an outsourcing policy which guides the accountability for any activity within the Company that is outsourcing.

The Data Privacy Manual sets out the practical procedures which assist our employees in the matter of handling personal data collected in the normal course of business. The manual has been formulated to reflect the Nigeria Data Protection Regulation 2019. On board training on this important issue is paramount when taking into consideration the nature of the Company’s business.

In addition to providing employees and other stakeholders a reporting channel on suspected harassment, misconduct or malpractice within the Company in confidence and without fear or victimisation, it also outlines the report handling process to improve transparency. Investigation results are then communicated to the Executive Directors and the Audit Committee with approved recommendations implemented by the responsible parties.

The Company’s online incident reporting platform enables faster reporting of incidents that have major or critical impact on the Company, so that prompt senior management action can be taken as appropriate. The technology tool also facilitates analytics for supporting early identification of emerging risks.

The Company will always look for even more environmentally friendly and sustainable means to conduct its business. The company has identified worthy causes that it will support within the course of its business sector and will continue to grow its support for the cause.

Shareholders are encouraged to attend in our Annual General Meeting. This allows them to directly communicate with our Directors and raise any issues relating to Corporate Governance