2021 ANNUAL REPORT - Governance

GZ



TABLE OF

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Board of Directors and other
Corporate information

Mr. Uriel Kertesz
Chairman
(Appointed 14 January 2013)

Mr. Ronald Tamale
Non-Executive Director
(Appointed 20 October 2016)

Ms. Lara Rabiu
Non-Executive Director
(Appointed 3 February 2020)

Mr. Derek Chime
Non-Executive Director
(Appointed 23 September 2019)

Mr. Michael Adiukwu
Non-Executive Director
(Appointed 18 July 2018)

Mr. James Judson
Executive Director/Group Chief Executive Officer
(Appointed 3 February 2020)

Mr. Ayodeji Adelakun
Executive Director/Group Chief Financial Officer
(Appointed 23 September 2019)

Mr. Taimoor Labib
Non-Executive Director
(Appointed 20 October 2016)

Group Company Secretary/Legal Adviser
Mrs. Modupe Odusola

Registered Office
Area 5, Iperin Gate, OPIC Estate, Along Agbara-Otta Road,
Agbara, Ogun State, Nigeria

Registration Number
RC 655555

Independent Auditors
Ernst & Young
10th Floor, UBA House, 57 Marina Rd, Lagos Island, Lagos

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Notice of Meeting

NOTICE IS HEREBY GIVEN that the 12th d: Approval of Approval of GZ Industries
Annual General Meeting of GZ Industries Limited’s Guarantee in respect of the
Limited (“the Company”) is scheduled to hold NGN500,000,000 (Five Hundred Million
on Monday, 2nd of August 2021 by Video- Naira) only Term Loan Facility from Rand
Conference at 3.30 p.m. (Lagos Time), to Merchant Bank Nigeria Ltd to GZ
transact the following business: Transport and Logistics Ltd for the
purchase of Haulage Trucks.
Agenda
e: Approval of the expenditure of $7.1m for
1: Acceptance of Short Notice of Meeting the construction of the 3.7 Kilometers
Aba Factory Road through the Road
2: Ordinary Business: To consider, and if Infrastructure Tax Credit Scheme (RITC) of
thought fit, to pass the following the Federal Government of Nigeria.
resolutions:
f: Approval of the Group Executive Long-
a: Ordinary Resolution 1: Approval of 2020 Term Incentive Plan
Audited Financial Statement and the
Reports of the Directors and Auditors. g: Approval of the resignation of the Group
Chief Commercial Officer.
b: Ordinary Resolution 2: Approval of the
Change of Auditors from Any Other Business
Pricewaterhouse Coopers to Ernst &
Young. Administrative Notice

c: Ordinary Resolution 3: To authorize the • A member of the Company entitled to
directors and fix the remuneration of the attend and vote at the meetings shall be
Auditors of the Company. entitled to appoint a proxy to attend and
vote in his/her stead; a proxy need not be
Special Business: To consider, and if thought a member of the Company.
fit, to pass the following resolutions
• The proxy form is attached to this email
a: Approval of the NGN1,000,000,000 (One and must be received by the Company
Billion Naira) only Term Loan Facility Secretary not later than 48 hours before
from Stanbic IBTC Bank Plc to GZ the time fixed for holding the meeting.
Transport and Logistics Ltd for the
purchase of Haulage Trucks • Calendar invitations shall be updated to
include dial-in details.
b: Approval of the NGN500,000,000 (Five
Hundred Million Naira) only Term Loan By Order of the Board of Directors.
Facility from Rand Merchant Bank Nigeria
Ltd to GZ Transport and Logistics Ltd for Dated this 26th day of July 2021.
the purchase of Haulage Trucks.
Modupe Odusola
c: Approval of GZ Industries Limited’s Group Company Secretary/Legal Adviser
Guarantee in respect of the
NGN1,000,000,000 (One Billion Naira)
only Term Loan Facility from Stanbic IBTC
Bank Plc to GZ Transport and Logistics
Ltd for the purchase of Haulage Trucks.

2021 ANNUAL REPORT & ACCOUNTS // 01

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Governace

2021 ANNUAL REPORT & ACCOUNTS // 01

Corporate Governance Report

As an organization whose vision is to be sub- GZI was certified a Great Place to Work, 2021
Saharan Africa’s leading aluminum beverage and was awarded 2021 Best Places to Work
can supplier, the Shareholders and the Board in Building a Culture of Innovation for Large
of Directors recognize Corporate Governance Corporate Organizations by Great Place to
as a key driver of accountability and Work.
transparency towards achieving long term
value for all stakeholders. It is against this The Company also won the 2020 Nigeria
backdrop that the Company ensures Employers Consultative Association (NECA)
compliance with all applicable laws and Employer of the Year Award in the Metal and
regulations including the Nigerian Code of Steel category.
Corporate Governance 2018 and
international best practices in its operations. Shareholders

The organization has in place, a robust The General Meeting of the Company is the
framework of business policies and highest decision-making body of the
procedures for the governance and Company. The Company’s General Meetings
operations of the Company at every level. are conducted in a fair and transparent
This is to ensure integrity sustained with the manner. Shareholders have the opportunity
right people, values and principles across the to express their opinions on issues affecting
entire value chain. The Company has also put the Company.
in place an effective Succession Planning
Framework to ensure that we continue to The Company ensures that Shareholders
have the right people and talents to drive our receive information about the affairs of the
business in the right direction Company as enshrined in its Articles of
Association.

As part of the commitment to improved and The shareholding structure of GZI as at the
continuous governance in the workplace, an end of the reported period being December
in-house Internal Audit function was 31, 2021
established to ensure that the processes,
policies and platforms put in place are SN Shareholder Total Number Percentage
complied with. of Shares holding

In addition to this, governance reviews were 1 Marina III LP 8,181,085 37.55%
conducted with the implementation of a 1.63%
Board Charter to identify the responsibilities 2 Coller Partners 355,426
and terms of reference of the Board and 614 LP 871,205 4%
Board Committees for improvement to Board Incorporated 4%
processes.
3 Mr. Uriel Kertesz

The Company further conducted an 4 OP Industrial 871,205
anonymous employee survey driven by A
Great Place to Work with the resultant survey Holdings (Mauritius)
results as follows:
Limited

Trust Index 67%
Strategy and Direction 87%
Work environment and processes 81%
Empowerment and Accountability 77%
Employee engagement 76%
Corporate Social Responsibility 76%

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The Board of Directors The ultimate focus of the Board is the
conduct and supervision of the business
The Board is the highest decision-making including
body of the Company with the authorization
of the Shareholders. The Board is composed • Risk Management and Internal Control
of persons with the right balance of • Supervision with respect to compliance
experience, skills, knowledge and expertise
for the effective steering of the affairs of the with the Law
Company in a dynamic and challenging • Corporate Governance Matters
business environment. They demonstrate a • Stakeholder Management
good understanding of the Company’s • Review of Business Performance
business and affairs and this enables them to
properly evaluate information and the The role of the Chairman and Chief Executive
decisions by Management, and to provide are separate and no individual occupies both
objective challenges to Management for the offices simultaneously. The collaboration
success of the organization. between the Board and Executive
Management fosters a collective dialogue in
The Board is responsible for the overall long- setting broad policy guidelines in the
term success and the strategic direction of management and direction of the Company
the Company through the Executive to enhance optimal performance and ensure
Management with the conduct of the that associated risks are properly managed.
operations with fairness, transparency,
accountability, prudence and in compliance Symbol Meaning
with relevant laws and highest ethical
standards to safeguard the interests of all Present
stakeholders. x Absent

* Resigned

Board Composition Designation Status

SN Name Chairman Active
Member Active
1 Mr. Uri Kertesz Member Active
2 Mr. Derek Chime Chairman Active
3 Mr. Michael Adiukwu Member Active
4 Ms. Lara Rabiu Member Active
5 Mr. Taimoor Labib Member Active
6 Mr. James Judson Chairman Active
7 Mr. Ayodeji Adelakun Member *Resigned
8 Mr. Ron Tamale Member *Resigned
9 Ms. Yifat Folkman
10 Mr. Ibrahim Assem

*Resigned from the Board on November 16, 2021

2021 ANNUAL REPORT & ACCOUNTS // 01

Corporate Governance Report Cont’d

Board Meetings

The Board meets quarterly, and additional meetings are convened as required. Material decisions
may be taken by way of written resolutions, as provided for in the Articles of Association. The
Directors are provided with comprehensive group information at each meeting and are also
briefed on business developments between Board meetings for their oversight functions.

The meetings were presided over by the Chairman. In all cases, written notices of meetings, the
meeting agenda as well as the reports for consideration were circulated well ahead of the
meetings. The minutes of the meetings were appropriately recorded and circulated.

The Board met seven (7) times during the year ended December 31, 2021.

SN Name February May June July August November December
1 Mr. Uri Kertesz
02, 2021 04, 2021 09, 2021 06, 2021 02, 2021 03, 2021 03, 2021

2 Mr. Derek Chime
3 Mr. Michael Adiukwu

4 Ms. Lara Rabiu

5 Mr. Taimoor Labib xx
6 Mr. James Judson x

7 Mr. Ayodeji Adelakun

8 Mr. Ron Tamale x

9 *Ms. Yifat Folkman
10 *Mr. Ibrahim Assem

Board Committees each of the Standing Committees are stated
below.
The Board effectively performs its oversight
function through its standing committees Board Remuneration and Governance
which have clearly defined terms of reference Committee
on their roles, responsibilities, functions and
scope of authority. The Board has three (3) This Committee has supervisory functions
committees namely; the Board Audit & Risk over recruitment, remuneration, governance
Committee, Board Investment Committee and and practices. The Committee is responsible
Board Remuneration and Governance for monitoring the effectiveness of the
Committee. Company's corporate governance practices
and to recommendations on required
These Committees exercise the powers changes as necessary or appropriate for the
delegated to them in line with the regulations Company. The Committee oversees the
laid down by the Board accordingly with their succession planning process of the Board
respective terms of reference. These and other senior management positions in
Committees provide reports to the Board at the Company taking the following into
the quarterly Board meetings. consideration, the long-term goals and
objectives of the Company and the
A summary of the roles, responsibilities, challenges and opportunities facing the
composition and frequency of meetings of Company.

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Composition of the Board Remuneration and Governance Committee

1 Mr. Taimoor Labib Chairman
2 Mr. Michael Adiukwu Member
3 Mr. Derek Chime Member
4 Mr. James Judson Chairman
5 Ms. Yifat Folkman Member

*Resigned from the Board on November 16, 2021

SN Name January 25, 2021 April 28, 2021 July 26, 2021 October 27, 2021
x x
1 Mr. Taimoor Labib

2 Mr. Michael Adiukwu
3 Mr. Derek Chime

4 Mr. James Judson

5 *Ms. Yifat Folkman

Board Investment Committee management limit with the mandate in new
or existing market, category and/or business.
The Board Investment Committee has the
mandate to monitor and provide oversight Composition of the Board Investment
for the strategy and business development Committee
in all GZI entities, as well as other finance-
related issues such as capital & funding SN Name Status
requirements for projects/business in the
current and proposed markets with a 1 Mr. Michael Adiukwu Chairman
focused guidance to grow the business.
2 Mr. Uri Kertesz Member
The Committee’s functions include to
discuss, review, analyse, recommend to the 3 Mr. Derek Chime Member
Board any investment or opportunity above
4 Mr. Ayodeji Adelakun Member

5 Mr. James Judson Member

6 *Mr. Ibrahim Assem Member

*Resigned on November 16, 2021

SN Name January March April July August October December
01, 2021
27, 2021 16, 2021 28, 2021 28, 2021 02, 2021 27, 2021

1 Mr. Michael Adiukwu

2 Mr. Uri Kertesz
3 Mr. Derek Chime

4 Mr. Ayodeji Adelakun

5 Mr. James Judson
6 *Mr. Ibrahim Assem

Board Audit and Risk Committee

This Committee oversees the establishment, implementation and monitoring of the Company’s
risk management framework to identify, assess and manage the risks to the operations of the
Company, ensure compliance with all applicable legal and regulatory requirements to the
business and to oversee the effectiveness and adequacy of internal control systems.

2021 ANNUAL REPORT & ACCOUNTS // 01

Corporate Governance Report Cont’d

Composition of the Board Audit & Risk Committee Status

SN Name Chairman
Member
1 Mr. Derek Chime Member
2 Mr. Ron Tamale Member
3 Mr. Michael Adiukwu Member
4 *Mr. Ibrahim Assem
5 *Ms. Yifat Folkman

*Resigned on November 16, 2021

The Committee met seven times during the reported period

SN Name January April July October October November December
1 Mr. Derek Chime 28, 2021 29, 2021 29, 2021 08, 2021 28, 2021 26, 2021 01, 2021

2 Mr. Ron Tamale x xx
3 Mr. Michael Adiukwu xx
x
4 *Mr. Ibrahim Assem

5 *Ms. Yifat Folkman

Board Changes, Induction And Training It is the responsibility of Executive
Management under the direction of the
During the period under review, there were Board to ensure that the Board receives
changes to the Board structure with the adequate information on a timely basis
resignation of two (2) Non- Executive about the Company’s business affairs at
Directors namely Mr. Ibrahim Assem and Ms. appropriate intervals and in an appropriate
Yifat Folkman. manner and developments in legal matters,
governance and finance to enable the Board
Annually, the Board of Directors attend Board to carry out its responsibilities efficiently.
training/sessions, ensuring that they
continually update their skills, knowledge of The Company Secretary
industry practice, relevant regulations,
operating environment and on international The Company Secretary acts as a central
best governance practices, industry and reference point and support for all Directors.
global trends. The Company Secretary acts as liaison
between the Board and external consultants
Executive Management where the Board does not engage such third
parties directly.
The Executive Management is delegated the
day-to-day running of the operations of the The Company Secretary is also responsible
Company. The Group CEO exercises the for assisting the Board and Management in,
powers delegated to him in accordance with coordinating the orientation and training of
Board approved guidelines. The Executive new Directors and the continuous education
Management is accountable to the Board for of Non-Executive Directors; assisting the
the development and implementation of Chairman and Group CEO to formulate an
strategies and policies annual Board Plan and with the
administration of other strategic issues at the

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Board level; organizing Board meetings and through a tender is done in an effective
ensuring that the minutes of Board meetings manner and to the advantage of the
clearly and properly capture Board company with consideration of the market
discussions and decisions. value of such assets. The Committee ensures
that due diligence and fairness are employed
Management Committees in the process of disposal of assets and
assets are sold to the potential beneficiary
These are Committees comprising of the with the highest offer.
senior management staff of the Company.
The Committees are risk driven as they are The Committee ensures that necessary
basically set up to identify, analyze, records and documentation are carried out
synthesize and make recommendations on by the Finance department before, on or
risks arising from the activities of the after disposal.
Company. They also ensure that risk limits as
contained in the Board and Regulatory Future Relations And Communication With
policies are complied with at all times. Stakeholders

The Committees meet as frequently as The Board is committed to sustaining good
necessary to immediately take action and relations and ongoing interactions with its
decisions within the confines of their stakeholders through a well-established
powers. communications and complaints
management policy.
The standing Management Committees in
the Company are: The Company has in place, a well-managed
Customer Relations Unit to attend to all
• Tenders Committee enquiries on the Company’s products,
• Fixed Assets Disposal Committee corporate actions, strategy and all other
corporate information.
Tenders Committee
All other related information on the
This Committee is responsible for Company’s business operations and allied
requesting, receiving, and reviewing bids for matters can be obtained by all stakeholders
procurement of purchases where the value and the public from the Company’s website
is higher than NGN19,999,999,99.99 or www.gzican.com
equivalents.

Fixed Assets Disposal Committee

This Committee is responsible for seeking
approval from management on the
appropriate disposal method to be
employed based on the decision reached by
members. The Committee is also responsible
for placing an invitation to bid where
disposal is to be done by a tender. This can
be internally and or externally.

The Committee has the total responsibility of
ensuring that every asset to be disposed

2021 ANNUAL REPORT & ACCOUNTS // 01

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Directors
Statements

2021 ANNUAL REPORT & ACCOUNTS // 01

CHAIRMAN’S
STATEMENT

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In 2020, GZI Group redefined it’s than packaging alternatives such as ‘one
strategy as we sought to leverage our time use’ plastics.
market leading position in Nigeria to
enable us to deliver on our vision of We continue to look for
becoming Sub-Sahara Africa’s leading innovative solutions to
aluminium beverage can supplier. I am support our customers to
pleased to report that in 2021 our grow and gain share in
Nigerian operations successfully delivered their own markets. As GZI
against this strategy and not only returned we shall continue to
the company to profitable growth but also deliver innovations in
grew market share and revenue and packaging formats, such
volumes significantly. as our unique range of
sizes and formats in
In Nigeria, 2021 was a year characterized Nigeria and continue to
by the ongoing impact of the Covid 19 find and invest in, other
pandemic as well as continued and innovative solutions to
persistently high and rising inflation (17% drive category and market
in Dec 2021), unemployment (30% by growth.
December 2021) and a worsening
situation regarding availability of essential With our robust, customer focused
foreign exchange for raw material import strategy as well as a strong innovations
purchases. Globally the world saw the agenda, I remain confident that we will
impact of tightening supply across many continue to deliver strong market and
categories and a resulting rise in prices as share growth and through the leadership
well as significant global disruption to of our Board, together with our Executive
supply chains and the movement of goods Management Team I am confident that we
around the world. will see continued, sustained growth in
the years ahead.
Despite these challenges our performance
was very strong and in 2021 we recorded At this point, I would like to extend my
strong volume growth of 27% which thanks and appreciation to our
helped drive revenue growth of 30% and Management and Staff whose hard work,
Profit before Tax growth of xx%. These commitment and continuous focus on
results are the first time in nearly 5 years improvement and change have been the
that we have seen double digit growth major driving force in delivering this year’s
across volume, revenue and profitability. successes.

Our management team in Nigeria Uri Kertes
continued to bring to life our new strategy
and we remain very optimistic about the Chairman
category of aluminium beverage cans.
Aluminium cans remain a small but
important segment within the Nigerian
beverage can market and whilst offering a
premium solution versus returnable glass
and plastic packaging formats, we see
significant upside growth potential,
supported by global macro consumer
trends favouring products that are more
environmentally sustainable and have a
favourable recycled content and capability

2021 ANNUAL REPORT & ACCOUNTS // 01

CEO’S
STATEMENT

2021 was a year where the ongoing We have also laid the foundations for further
Covid 19 pandemic continued to sustained growth in the years ahead. Our strategy
have a major impact throughout the focuses on :
world. There were major changes in
consumer behaviour driven by Driving strong customer
Government inspired restrictions on engagement
movement, forcing more of us to work
from home, avoid social gatherings and Building a world class
significantly adjust our consumption supply chain
patterns. The resulting challenges
combined with the increased volatility in Ensuring our employees
the global economy, which experienced are a ‘winning team
new highs in stock markets, raw material
costs (whether energy, metals, food or Investing in process &
consumer goods) and the disruptions to capability
supply chains that created supply side
shortages combined to make 2021 a
challenging year for everyone.

Despite these challenges, our focus on our
4 strategic pillars have helped us return to
profitable growth.

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Strong customer engagement Process & Capability

We have seen our commitment to work In 2021, as we invest to support and
closer with our customers delivering sustain our growth strategy, we saw the
outstanding results. We have gained share completion of our SAP upgrade, launch of
with Nigeria’s biggest player in the beer our e-procurement project, launch of our
and malt category and also seen our work intranet and completed a review of over
on innovation with the leader in the 80% of all Group policies and procedures.
Carbonated Soft drinks segment of the We also invested in the strengthening of
Nigerian beverage market, deliver our Internal Control and Risk function as
exceptional growth on the back of their well as a the creation of our Internal Audit
move to our unique 33cl Sleek can function.
offering.
These changes and our continuous
World class supply chain commitment to such investment will
ensure as we grow, so do our people and
Our Supply Chain was challenged processes.
throughout 2021, with enormous
disruption related to global changes in the As we look forward to 2022, we see many
ocean freight market (hyper-inflation, clouds on the horizon. Covid 19 remains a
congestion and diversion) as well as real and present danger, as do the
unprecedented tightening of supply for challenges faced by global supply chains
our basic aluminium raw materials. Our and the increasing risk of rising inflation
Supply Chain team have however across the world. Nigeria itself will face an
responded and despite some challenges election early in 2023, that will
in the first quarter of 2021, they worked undoubtedly impact the market in the
tirelessly to ensure we were able to grow second half of 2022. Imported inflation
our volumes to our highest ever. Our from high commodity prices as well as
factories continue to deliver outstanding very high unemployment and a
results and have seamlessly responded to challenging economy short of foreign
the growing demand for our products. exchange all point towards an increasingly
challenging year.
Winning Team
However, with our Winning Team I remain
Our people our unquestionably our confident that we shall continue to deliver
greatest asset, and I am pleased to report strong growth and move ever closer to
that we have seen, in 2021, a deepening achieving our vision of becoming Sub-
of our talent pool as we continue to both Sahara Africa’s leading aluminum
invest in our existing team and also recruit beverage can supplier.
new members to drive and sustain the
delivery of our strategy. In 2021 we James Judson
introduced an employee recognition
scheme and our first winners of the ‘CEO’s Group Chief Executive Officer
award’ Mr XXXXXXX proudly received his
award in January this year. I am also
delighted to report that in July 2021, GZI
Nigeria was awarded a silver award
following an audit by “Great Place to Work’
the international recognized leader of
employee engagement assessment.

2021 ANNUAL REPORT & ACCOUNTS // 01

Profile of Directors

Uriel Kertesz

Chairman

Uriel Kertesz was appointed to the Board of Directors as a Non-
Executive Director effective the 14th of January 2013 and
became the Chairman of the Board effective the 10th October
2018.

Uriel is a Hungarian/Israeli entrepreneur and accomplished
administrator of international repute, having over 40 years of
experience.

Managed and supervised the execution of various engineering
and business projects in Israel, Hungary, Nigeria and SA and more.

James Judson

Group Chief Executive Officer

James was appointed the Group Chief Executive Officer and a
member of the Board of Directors effective the 3rd of February
2020. James is an experienced senior business leader who has
enjoyed a 30-year FMCG based career with PZ Cussons
International PLC in various leadership roles around the world.

A Marketing professional by training, James has worked in Europe,
Asia and most recently for over 14 years in Africa in roles which
include Supply Chain Director, Managing Director and Marketing
Lead.

Ayodeji Adelakun

Executive Director & Group Chief Financial Officer

Ayodeji is a finance professional with over 14 years of experience
in both industry and accounting practice. Prior to joining GZI, he
was the Group Head of Finance of Forte Oil Plc (now Ardova Plc)
where he was responsible for the finance functions of the
Group’s downstream businesses in Nigeria and Ghana, upstream
services and power generating businesses in Nigeria.

He also worked with Zenon Petroleum and Gas Ltd where he was
responsible for the financial reporting and tax functions of the
entity. He is a Fellow of the Institute of Chartered Accountants of
Nigeria (ICAN) and the Chartered Institute of Taxation of Nigeria
(CITN), an Associate of the Chartered Institute of Public Finance
and Accountancy, United Kingdom and the Institute of Certified
Management Accountants, Australia.

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He is a graduate of Industrial and Labour Relations from the
Olabisi Onabanjo University, Ago- Iwoye and has a masters in
accounting from Babcock University Ilishan Remo. He is an
alumnus of IE Business School Madrid and has attended
executive management programs at the University of
Pennsylvania, the Wharton School, USA.

Ronald Tamale

Non-Executive Director

Ronald is a founding Partner and Head of sub-Saharan Africa at
Affirma Capital, a newly formed, independent emerging market
private equity firm which provides equity funding for expansions,
acquisitions, leveraged buyouts and management buyouts.

Prior to Affirma Capital, he was Managing Director and Head of
Africa for Standard Chartered Private Equity’s (“SCPE”) Africa
division which was established in 2008. Before relocating to
Africa in 2008, Ronald spent 6 years at Goldman Sachs in the U.S.
as a Senior Associate within the U.S. investment giant’s
investment banking division.

Taimoor Labib

Non-Executive Director

Taimoor is a Founding Partner at Affirma Capital and Head of
Middle East & North Africa (MENA) Private Equity and Chairman of
Africa Private Equity. Taimoor has 22 years of direct private equity
and investment banking experience with leading international
and regional institutions, including deep relationships with
leading family groups, regulators, sovereign wealth funds and
limited partners.

Prior to Affirma Capital, Taimoor was Head of Africa & Middle East
Private Equity business for Standard Chartered Private Equity
(SCPE).

He joined SCPE in March 2010 as a Managing Director and
currently or historically sat on the boards of Al Jazeera Poultry,
CEC, Eaton Towers, FINE Hygienic (Vice Chairman), GZI, Topaz
Energy & Marine, Souq.com (observer), and Union Bank of Nigeria.
Previously he was also Head of Global Private Equity Portfolio
Management (2013-2016) overseeing the overall global portfolio
throughout Asia, Africa and the Middle East.

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Derek Chime

Non-Executive Director

Derek is an Investment Professional at Affirma Capital, directly
responsible for managing around USD450 million of invested
capital under an USD850 million Africa fund. He is an emerging
market investment professional with over 10 years of diversified
experience in origination, deal execution, portfolio management
and exit, corporate finance and principal investing in Africa.
Prior to Affirma Capital, he was a Director at Standard Chartered
Bank’s Africa Private Equity business. He currently sits on the
boards of four portfolio companies and is the Chairperson of the
GZI Board Audit and Risk Committee.

Michael Adiukwu

Non-Executive Director

Michael is an Investment Professional at Oppenheimer Partners
with over 15 years’ experience in consulting, investment banking
and private equity across multiple industries and geographies.
His previous experience includes time at The Capital Markets
Company in New York as a Management Consultant and at
Standard Bank in Lagos and Johannesburg in the Private Equity
and Investment Banking divisions.

Lara Rabiu

Non-Executive Director

Lara is an Investment Professional at Oppenheimer Partners (OP).
Prior to joining OP, Lara held the position of Chief Financial and
Operating Officer at African Leadership Academy for 6 years, co-
shaping the strategic direction and establishing a strong financial
and sustainability position for the organization.
She has also previously held various positions in the banking and
healthcare industries, most recently at Bank of America and
McKesson Corporation.

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2021 Internal Audit
Performance Report

At GZI the Internal Audit function had In the year 2021, our independence was
remain focused on providing never impaired by the Executive
assurance to the Board through the Management as unrestricted access to tools,
Finance and Risk Committee (FRC) and the personnel, and systems required to perform
Board Audit & Risk Committee (BARC) our duty were granted timely whilst the
during the 2021FY. In 2021, our activities Executive Management took responsibility
remain guided by the provision of the and gave the commitment to be held
Global Institute of Internal Auditors accountable for the implementation of
standards enshrined in the International control recommendation made in our
Professional Practice Framework. Our engagement reports.
approach had been the development and
approval of the risk-based audit plan that In 2021, our engagement remains robust
is scrutinized before its approval at the through the collaboration of risk
Board committee level. 2021 was the year management and legal unit that was saddled
where the function was first instituted with the responsibility of managing the
internally, and it commenced by getting approved risk management framework and
the approval of the BARC for the managing all GZI contracts and compliance
implementation of the Internal Audit provisions and this resulted in the full
Framework comprising the Internal recovery of estimated fraud loss established
Charter, Structure, and process guide. in our investigation in one of the subsidiaries.
During some consulting activities related
to fraud investigation and contract, We are confident to say that in 2021 there
breaches were executed to the was no known or perceived incidence of
satisfaction of the Board and Executive conflict of interest that impaired our
Management. independence and objectivity as a unit and
individually in of our assurance and
To ensure the sustained independence of consulting engagement.
the Internal Audit function quarter
engagements were scheduled to Adebayo Adeyemi Orumgbe
independently review and assess the Group Internal Audit Manager
performance of the audit role across the
subsidiary and group by the FRC and BARC
Chairman. Our function and reports were
also given an unbiased review and
comment at all the Board Committee
meetings. These strengthen our
confidence in the Board and her
committee of continuous commitment to
long-term improvement in the risk and
control and control environment.

01 // 2021 ANNUAL REPORT & ACCOUNTS

Financials

2021 ANNUAL REPORT & ACCOUNTS // 01