WorldStage– Cadbury Nigeria Plc, the Mondele International Inc.’s subsidiary compromised the capacity of its board, weakened its corporate governance, and misled the Financial Reporting Council of Nigeria thrice in four years.
In its 2025 compliance report to the council which it published March 31, Cadbury explained its failure to conduct and present its board and governance evaluations in the reporting year.
But DCSL Corporate Services conducted the 2025 board evaluation for the company last month. Cadbury told the regulator the assessment presentation to the board “is still in progress”.
And the governance evaluation, according to the report, will wrap up before the end of 2026.
“The evaluation [assessment] will be presented to and considered by the board when done,” the company said in the report.
The WorldStage analysed Cadbury Nigeria’s NCCG reports and annual financial statements (AFS) from 2022 to 2025. The finding reveals the company has been using this pattern of evasion.
And the ruse helps Cadbury dodge accountability to the Nigeria Code of Corporate Governance 2018 seeking transparency in listed companies.
Principles 14 and 15 of the code recommend a board evaluation and a governance evaluation an external body undertakes for the company and its directors. The evaluator then shares the assessment with the board—and those of the directors with the board’s chairman.
In its NCCG 2022 report it filed March 27 the following year, Cadbury Nigeria said it didn’t conduct either of the two evaluations in the reporting year. But it promised both evaluations would be conducted before 2023 ran out.
However, in the directors’ report of its 2022 financial statement it published that same month, Cadbury claimed it conducted both evaluations.
“An annual Board Evaluation and Corporate Governance evaluation was conducted for the year under review which confirmed that the Board has in place a robust Corporate Governance system,” the report stated. Fola Akande, company’s secretary, signed the statement “on the order of the board” in March 2023.
Cadbury Nigeria’s corporate affairs manager, Fredrick Mordi, has not responded to the WorldStage email request for clarification.
The 2023 NCCG report, which Cadbury might have filed in March 2024, if it had one, is not available. It becomes difficult to know whether the company conducted the two evaluations for 2023.
Notwithstanding, in its directors’ report of the 2023 AFS it filed March the following year, Cadbury claimed full compliance.
“An annual Board Evaluation and Corporate Governance evaluation was conducted for the year under review which confirmed that the Board has in place a robust Corporate Governance system,” the report stated in part.
Again, in the 2024 NCCG report which it released March 27 the following year, Cadbury claimed it conducted the 2024 board evaluation and assessment presentation.
But the 2024 governance evaluation didn’t take place. The company said it would conduct the exercise before the end of 2025.
“And it will be presented when it is done,” the company stated in the report.
However, in the 2024 AFS it released in March 2025, the company claimed full compliance.
“An annual Board Evaluation and Corporate Governance evaluation was conducted for the year under review which confirmed that the Board has in place a robust Corporate Governance system,” the company said in the directors’ report. Afolashade Olowe, company secretary, signed it this time.
Resorting to this double-dealing annually becomes unnecessary. The corporate governance code still accommodate the evaluations “at least once in three years”.
Cadbury had already stated in its latest NCCG 2018 report that the 2025 board evaluation took place this year. No presentation of its assessment yet, and no governance evaluation up till now.
It did not surprise many when the company claimed full compliance again in its 2025 audited financial statement.
