Royal Exchange Assurance Plc’s board jacked up their own pay in naira by 722 percent, and notified shareholders of the need to approve the increase during their April 30 Annual General Meeting (AGM).
The company, whose last dividend declaration was 13 years ago, may start paying its non-executive directors (NEDs) N14.9 million each. That represents a 560 percent increase from their last fee.
And the board chairman, Mohammed Daggash, his three non-executive directors, and one independent non-executive director will watch the raise date back four months to take effect.
A disclosure the insurance company published on the Nigeria Exchange Group April 8 stated the hike will form part of special business during the virtual AGM.
“To consider and if thought fit, pass the following as an ordinary resolution: “That the aggregate Non- Executive Directors’ remuneration for the financial year 2026 and for succeeding years until reviewed by the Company at an Annual General meeting, be and is hereby fixed at N74,000,000 (Seventy-four Million Naira),” the notice, which Lovelyn Anekwe signed for the company secretary, stated. “Such payment to be effective from January 1, 2026.”
Worldstage sought clarification in an email and sms about the pay structure, and the justification for the 722 percentage increase, from what the board earned last. Royal Exchange didn’t respond to either.
But past records revealed four of the five-man board earned a total of about N9 million in 2025 and 2024. Their chairman earned close to N2 million respectively. A sitting fee, the company noted in its 2025 corporate governance compliance report, stood at N177, 000 for each board member, and N325,000 for their chairman.
But in the review, the N74 million pay raise, according to Anekwe, excludes “sitting allowances, seasonal gifts, health insurance, and travel tickets”.
The board sat seven times last year, down from eight times in 2024 and 2021, making an annual average of seven sittings.
A nonexecutive director will then earn N1.2 million in sitting allowance, in addition to their N14.9 million fee. The chairman earns more.
“Remuneration for NEDs,” Principle 16 (5) of the Nigeria Code of Corporate Governance (NCCG 2018) says, “should be fixed by the Board and approved by shareholders in the General Meeting.” Its section 2, however emphasizes “fair, responsible and transparent remuneration”.
While Royal Exchange would not respond to Worldstage request for clarification about the pay raise, the fairness clause in the NCCG code makes for consideration.
The company, with a N12.5 billion capitalization, saw its profit after tax dip 4.9 percent to N851 million last year, from N1 billion the year before, its 2025 financial statement revealed. That precludes dividend declaration in the AGM.
Its cash and cash equivalent, however, grew 75 percent to N2.1 billion last year, from N1.2 billion the year before.
