AIICO Capital Limited | Stakeholders Communication Policy

Stakeholders' Communication Policy

1.0 Introduction

AIICO Capital Limited (‘the Company’) understands the importance of maintaining a transparent and effective process of engagement and communication with its Stakeholders and upholds the same.

Effective communication with Stakeholders is key as it fosters Stakeholders’ trust in the Company. Stakeholders’ communication is recognized as an essential tool for the practice of good corporate governance. Hence, the development of this Stakeholders’ Communication Policy (‘Policy’).

This Policy details the principles that guide the Company’s engagement and communication with its Stakeholders. It facilitates gaining stakeholders’ inputs and responding to their needs.

2.0 Policy Purpose

The Company understands its responsibility to engage all Stakeholders by conveying appropriate and accurate information in a timely manner.

The purpose of this Policy is to clearly outline a framework that will facilitate the timely provision and exchange of information and instructions with Stakeholders while allowing all Stakeholders to be properly informed of developments and so enable their effective engagement with the Company.

This Policy is in compliance with the Nigerian Code of Corporate Governance 2018 and international best standards and practices. It, therefore, seeks to:

Improve relationships and interactions of the Company with Stakeholders through effective management and communication strategies.
Ensure that communications with Stakeholders about the Company are timely, factual and accurate in accordance with all applicable legal and regulatory requirements, and broadly disseminated.
Understand and respond to Stakeholders’ perceptions and interests and manage Stakeholders’ expectations.
Enhance Stakeholders’ voices and inputs as regards the Company’s policies and procedures, decisions, business implementation, monitoring, and evaluation.

3.0 Stakeholders

Stakeholders are parties that have an interest in the Company and can either affect or be affected by the business of the Company.

Stakeholders are internal when their interest in the Company is a result of a direct relationship with the Company such as employment, ownership, or investment while External stakeholders are those without direct relationship with the Company but are affected by the actions and outcomes of the Company’s business. They are Suppliers, creditors, government agencies, and public groups.

For the purpose of this Policy, Stakeholders are Suppliers, Owners, Investors, Creditors, Community, Government agencies, Regulatory agencies, Clients and Media.

4.0 Key Principles

The key principles of this Policy are:

Transparency and Accountability.
Accessibility and non-discrimination to ensure effective participation of all the Stakeholders of the Company.
Institutionalization of a long-term commitment to Stakeholders’ engagement and communication.
All communications issued by the Company shall be in a clear and concise language.

5.0 Board and Management Communication with Stakeholders

The Board and Management communicate with the Stakeholders by sending them the Company’s annual report and audited financial statements.

The Board and Management also communicate with the Company’s Shareholders at the Annual General Meeting (the “meeting”) and all Stakeholders at other formal and informal meetings within the year where necessary.

Furthermore, communication with Stakeholders is done via the Company’s website and press releases. Other information shall be passed via newsletters, memos, emails, and other means deemed suitable by the Board and Management.

5.1 Annual General Meeting

The Annual General Meeting (AGM) is a yearly gathering of the Company's Shareholders. At the AGM, the directors of the Company present an annual report containing information for shareholders about the company's performance and strategy.

There shall be a general meeting annually with the Shareholders present and the AGM shall provide the Shareholders with the opportunity to exercise their ownership rights, express their views, suggestions and ask questions on the activities of the Company.

The Board encourages Shareholders’ participation at the meeting as it provides a valuable opportunity to discuss the Company, its corporate governance, and other important matters.

At every AGM, the chairmen of the Board Committees are present to respond to Shareholder questions. The Management is also in attendance to provide additional clarifications on items that may come up at the meeting.

Notice of meeting with copies of the annual reports, audited financial statements and all other information pertaining to any resolution to be voted upon including voting or proxy instructions and relevant papers shall be sent to Shareholders at least 21 days before the date of the meeting by the Company Secretary.

5.2 Annual Report and Audited Financial Statements

On an annual basis, the Company’s annual reports, accounts and audited financial statements and other information are provided to Stakeholders. Information pertaining to the Board and its individual directors, the Company’s corporate governance, executive compensation and the practices of the Company are made available to Stakeholders.

5.3 Company Website

The Company shall ensure that the annual report and other material information which shall include a description of the composition and structures of the Board and Management, frameworks, and policies among others issued to Stakeholders are in clear and easily understandable language and are posted on the Company’s website.

In addition, information on the performance of the Company and other major corporate information is available to stakeholders and the public in general on the Company’s website - https://aiicocapital.com/

5.4 Press Release

The Company shall issue press releases from time to time to disclose information to the Company’s Stakeholders. Press releases shall be prepared and reviewed by the Company Secretary in accordance with the Company's established practices.

Press releases shall be approved by and issued under the supervision of the Managing Director (‘MD’) and the Board of Directors (‘Board’) of the Company. Once the MD determines that a development is material and needs to be communicated, the MD shall authorize the issuance of a press release.

Press releases containing financial information of the Company shall be reviewed by the Board Audit and Risk Committee and the Board of Directors prior to the release and dissemination of such information.

Press releases shall be disseminated through an approved and easily accessible means.

5.5 Governance Related Topics

In communication with Stakeholders, the Board shall address governance-related topics for which it is directly responsible. Such topics may include:

Risk management.
Financial oversight (auditing & internal controls).
Board structure and committees mandate (independence, composition, diversity, and performance).
Corporate governance practices and disclosure.
Executive compensation (structure, performance metrics and oversight).
Succession planning for the Board, CEO, and oversight functions.
Shareholder proposals.
Board decision making process.
Independence of the Board and its Committees.
Conflict of interest, Insider trading, related party transactions, fraud or any illegal or suspected illegal activities.
Compliance with requirements of the Nigerian Code of Corporate Governance.

The Board shall use its best judgment to disclose any material matter even though not specifically required by this Policy to be disclosed if in the opinion of the Board such matter can affect the present or anticipated financial condition of the Company or its status as a going concern.

The Management shall also address governance-related topics for which it is directly responsible.

6.0 Stakeholders’ Communication with the Board of Directors and Management

The Company supports an open and transparent process for Stakeholders to contact and interact with the Board, Board committees and Management.

Shareholders communicate with the Board and Management at the Annual General Meeting by raising necessary questions and concerns on corporate governance and concerns around the Company’s business generally.

Other Stakeholders may communicate with the Board and Management by writing through the Company Secretary or the Managing Director.

Employees may direct their questions and concerns to Human Resources Office (HR).

7.0 Human Resources’ Role in Communication

Human Resources (HR) shall become the custodian of internal communications to employees, partners, suppliers, and service providers. This includes company news, announcements on businesses, ventures, technology adoptions, and changes in engagement or employment law.

HR ensures that all communications to employees are in line with relevant policies and approves all communications going out to all staff.

HR shall assist the Company in identifying, accessing, and importing significant external data to assist the organization in creating value for these external stakeholders. They must next ensure that the company has the technical capabilities and social forums necessary to extract and utilize competitive insights.

8.0 Company Secretary’s Role in Communication

The Company Secretary:

Is responsible for ensuring effective communication between the Board, the Company’s Management and Stakeholders.
Is designated by the Board as its agent to review communications and meeting requests addressed to the Board.
Determines whether the communication received is proper communication to the Board or should be addressed by Management.
Sends out notice of meeting with copies of the audited financial statements and all other information pertaining to any resolution to be voted upon including voting or proxy instructions and relevant papers shall be sent to Shareholders at least 21 days before the date of the AGM.

9.0 Meeting Request

9.1 To request a meeting or communicate with the Company:

Indicate whether you are a Stakeholder or a Stakeholder’s representative and your interest in the Company.
Identify any other person who wishes to attend the meeting.
Provide an overview of the topic(s) to be discussed.

The request should be sent to:

The Company Secretary
AIICO Capital Limited
Plot 12, AIICO Plaza
Churchgate Street, Victoria Island
Lagos, Nigeria

If a meeting request is approved, the Company Secretary will confirm the meeting details and the attendance of the Board, as well as any member of Management to provide support where necessary. The meeting will focus on pre-determined topics to ensure compliance with applicable laws.

10.0 Contacting Management

For questions or comments about general business operations, financial results, strategic direction, or other similar matters, contact the MD/CEO.