Share Price : ₦4.90
Governance
1.1 Board Evaluation
Periodic reviews are carried out by independent professional consultants to assess the Board, its committees, and individual directors in fulfilling their duties to their fullest potential. The evaluation is informed by the following Corporate Governance Models:
The attributes required for any new appointments;
- The practices and procedures in place to improve board efficiency and effectiveness.
- The Companies and Allied Matters Act (CAMA) 2020.
- Nigerian Code of Corporate Governance 2018
- Securities and Exchange Commission’s Code of Corporate Governance (Nigeria)
- Best practices.
The evaluation examines the performance of the Board and its committees by evaluating:
- Directors’ understanding of their fiduciary roles and responsibilities
- The Board’s ability to manage its activities effectively
- The Board’s involvement in the strategic planning process
- The Board’s role in establishing and communicating ethical conduct standards
- The Board’s responsibilities in monitoring management and assessing performance against set objectives
- The Board’s accountability to shareholders and other stakeholders
- The diversity of skills within the Board
- The attributes needed for new appointments
- Existing practices and procedures aimed at enhancing Board efficiency and effectiveness.
1.2 Board Meetings
The Board meets a minimum of once each quarter, with additional meetings arranged as needed to address pressing issues. The Company Secretary distributes the agenda and relevant documents ahead of each meeting, allowing directors to familiarize themselves with the topics for discussion and participate effectively. Directors are expected to attend all meetings of the Board and the committees to which they belong. Teleconferencing and video conferencing options are available to provide flexibility and reduce costs.
1.3 Board Committees
In accordance with the Company’s Articles of Association, the Board is supported by standing Committees designed to enhance the decision-making process and align with the Group’s vision and activities. Each Committee operates under a defined terms of reference that outlines their responsibilities. Committees report to the Board of Directors, offering updates on their activities and presenting draft recommendations for matters requiring Board approval. The following Committees are currently active at the Board level:
- Statutory Audit Committee
- Risk & Finance Committee
- Safety Committee
- Governance and Implementation Committee.
1.4 Training of Directors
Directors’ Induction Program: Newly appointed members of the Board are educated on the provisions of the Group’s Code of Business Conduct & Ethics and other related policies as part of the induction program. The programme also includes on-site visits to some of COSG’s facilities. This well-rounded/intensive induction process helps the directors understand the diverse nature of the businesses, the ethical values to which subscribes and the culture of the organization; thereby enabling them to discharge their duties to all stakeholders effectively and efficiently.
Continuing Education: Directors attend trainings and conferences on a wide-range of topics aimed at supporting their professional development and educating on recent regulatory changes that may affect the Company. The Board evaluation process also identifies skill gaps on the board and recommends ways to bridge those gaps. Individual development plans can then be drawn up for each director and implemented to bridge any knowledge gaps.
The Board is responsible for establishing and maintaining Caverton Offshore Support Group Plc’s system of internal controls and reviewing its effectiveness. The key features of the Company’s internal control systems are as follows:
2.1 Risk & Finance Committee
The Risk & Finance Committee is a management committee constituted by the Board of Directors of Caverton Offshore Support Group Plc (COSG) with the purpose of assisting the Board in providing leadership, direction and oversight of the Group’s overall risk appetite and risk tolerance, as well as the investment and risk management frameworks. The Committee is mandated to develop policies and procedures for identifying, measuring and controlling identified risks in the Company’s operations.
The Committee recommends the Group’s overall risk appetite and tolerance to the Board for approval, reviews the risk framework and approving risk policies, standards and limits within the overall appetite and tolerance approved by the Board.
The Committee provides assurance to the Board on the adequacy of the Company’s risk management systems as implemented and evaluate the Company’s risk profile, the action plans in place to manage high risks, and the progress against plans to achieve the Company’s risk strategy.
The Committee receives notification of material breaches of risk limits and approving the proposed remedial action where such cases are escalated to the Committee by the Group Chief Risk Officer.
Selected Members of COSG’s Board provide risk management supervision through the Risk & Finance Committee. The Committee which is chaired by a Non-Executive Director of the Board has a primary responsibility to provide independent risk oversight; facilitate, monitor and challenge the effectiveness and integrity of the risk management processes.
2.2 Internal Audit
The Internal Audit unit is an independent, objective assurance and consulting department designed to add value and improve COSG’s operations. The department helps companies accomplish their objectives by bringing a systematic, disciplined approach to evaluating and improving the effectiveness of risk management, control and governance processes. The department evaluates the adequacy, appropriateness, effectiveness and integrity of internal controls over financial reporting and business operations and proffer recommendations where weaknesses are noted. The Internal Audit performs a wide range of audit services including financial audits, compliance audits, operational audits, information technology audits, and investigations.
The Committee is constituted by the Board of Directors with the purpose of assisting the Board in meeting its responsibilities for the integrity of COSG’s financial reporting including the effectiveness of the internal control and risk management systems and for monitoring the effectiveness and objectivity of internal and external auditors.
The responsibility of the Committee concerns the whole of COSG’s businesses and it has oversight responsibility for financial reporting, internal control and audit processes across the Group and for monitoring the activities of the internal audit.
The membership of the Committee membership is constituted of 3 (three) independent shareholders and 2 (two) Non-executive Directors, one of whom should be a member of the Group Risk Committee and must possess recent and relevant financial experience as specified in the NGX Limited/ Securities & Exchange Commission’s Corporate Governance Code, meet the requirements of having competence in accounting and/or auditing as set out in the Disclosure and Transparency Rules, have appropriate professional qualifications or accounting or related financial management expertise.
2.3 Designation of Authority
The Board reserves certain decisions to maintain effective oversight and control of the Group. It can delegate some of its functions to executive directors responsible for daily business management. The Group’s Board Charter establishes the financial limits for decisions made by the Executive Directors and the various board committees.
The operations and activities of Caverton Offshore Support Group Plc. (COSG) are in accordance with ethically acceptable and corporate governance best practices, as well as laws and regulations in the jurisdictions where we operate.
At COSG, we are guided by various corporate governance codes such as the Companies and Allied Matters Act (CAMA) 2020, the Nigerian Code of Corporate Governance 2018, Securities and Exchange Commission’s Code of Corporate Governance (Nigeria) and other acceptable corporate governance best practices.
The Group is also guided by its Code of Business Conduct and Ethics alongside other internal policies which are reviewed periodically for relevance to our business activities and environment. These Governance Policies include:
- Code of Corporate Governance
- Code of Business Conduct
- Company Policy supporting UN Convention against corruption or equivalent
- Board Code of Conduct
- Board Selection, Appointment, Rotation And Diversity Policy
- Board Succession Policy
- Insiders Trading Policy
- Internal Audit Charter
- Company’s Board Charter
- Anti – Corruption Policy
- Company’s Communication & Disclosure Policy.
- Terms of Reference for the following Committees:
- Audit
- Risk & Finance
- Governance & Implementation
- Safety
- Conflict of Interest Resolution Policy
Our relationship with our shareholders is governed by the principles of accountability, transparency, fairness and respect.
Coronation Registrars Limited, renders registrar services to Caveerton Offshore Support Group Plc. They are responsible the issuance of share certificates, dividend warrants, maintenance of the share register and other related services to our shareholders.
4.1 Accountability
We are committed to the principles of accountability through the establishment of a properly constituted board of directors whose ultimate goal is to act always in the best interest of the company.
4.2 Transparency/Effective Communication
We effectively manage our relationship with our shareholders through transparent and appropriate disclosure of business and financial information.
Company Information is disseminated through publications/corporate announcements on the company’s website. Statutory Meetings and shareholder forums also provide avenues for shareholders to provide feedback and participate actively in the decision-making process of the company. Management strategy and financial information are divulged in a transparent and timely manner.
Shareholders can specify the manner through which they want to receive the Annual Reports and other statutory reports of the Company. Shareholders who wish to receive correspondences from the Company in an electronic format may inform the Company Secretary or Coronation Registrars Limited.
Shareholders are to open bank accounts for the timely receipt of dividends shareholders are to open a bank account and duly complete the Electronic Dividend Payment Mandate Form with the shareholders banks’ stamp affixed for payment of dividend. Completed form may be submitted to the Company Secretary or to Coronation Registrars Limited for processing.
Our Registrars, Coronation Registers Limited has set up an initiative to alleviate the scourge of unclaimed dividends in the Nigerian Capital Market, by creating a platform “The Unclaimed Dividend Search Portal” . Using this platform, shareholders of Caverton Offshore Support Group can search Coronation Registrars Limited’s database for their unclaimed dividends in real time. Access and instructions are provided to Shareholders in the portal on how to initiate the payment process and access their unclaimed dividends when the link is clicked. Unclaimed Dividend Search Portal
Disclaimer: Caverton Offshore Support Group Plc, the site owner, declares that it is not responsible for the accuracy or legality of the content from the Coronation Registrars Limited’s external link on this site .
4.3 Fairness
In line with Rule 22 of the Securities and Exchange Commission (SEC) Consolidated Rules, which mandates that information be shared simultaneously with all shareholders without preference, shareholders receive equal consideration, irrespective of the size of their holdings in the company. Additionally, shareholders are represented on the Audit Committee of the Board of Directors to encourage investor participation in the company’s financial review process.
4.4 Respect
COSG recognize the powers reserved for shareholders in the decision-making process of the company hence our custom to keep shareholders fully informed and to seek their approval before embarking on major transactions or matters reserved for shareholders’ approval by the Companies and Allied Matters Act.
COSG believes that an effective implementation of its anti-corruption policy will strengthen our reputation, build the respect of employees, raise credibility with key stakeholders, maximize shareholder value, and ultimately support global economic growth.
COSG recognizes the principles of fairness, integrity and transparency in all its business dealings as entrenched in our Code of Business Conduct and Ethics.
The anti-corruption Policy is an expression of our commitment to the fight against bribery and corruption. The Company’s anti-corruption policy applies to all transactions, operations, projects, bid processes, procurement, negotiations, arrangements, documentation processes, applications, activities, agreements, contracts, awards, decisions, practices and other business dealings of the Company.
The Company, its employees and business partners are required to comply with and uphold all relevant laws for countering corruption and economic crime in all jurisdictions where the company operates. The COSG anti-corruption policy is based on the following national and international laws and conventions:
+ Advanced Fee Fraud and Other Related Offences Act, Cap A6 LFN 2004 as amended
+ Code of Conduct Bureau and Tribunal Act, Cap C15 LFN 2004 as amended
+ Corrupt Practices and Other Related Offences Act, Cap C31 LFN 2004 as amended
+ Economic and Financial Crimes Commission Act, Cap E1 LFN 2004 as amended
+ Money Laundering Act, Cap M18 LFN 2004 as amended
+ OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (1997; 2009)
+ OECD Guidelines for Multinational Enterprises
+ U.S. Foreign Corrupt Practices Act
+ Principle 10 of the UN Global Compact
+ Extractive Industry Transparency Initiative
+ United Nations Convention Against Corruption
