Royal Exchange Plc’s 10-man board lacked an audit committee, and relied on a statutory audit committee that oversaw its last financial year audits.
The insurer disclosed this in its Nigerian Code of Corporate Governance (NCCG 2018) report the Nigerian Exchange Group (NGX) published March 2026.
The NGX sanctioned the company twice (N300,000 apiece) for delaying its 2024 audited financial statement and its 2025 Quarter 1 unaudited financial statement. The Security Exchange Commission also fined the company N3 million for similar non-compliance.
“This arose from recent changes in management personnel, late receipt of accounts from subsidiary/affiliates, and the need to address certain adjustments identified shortly before the filing deadlines,” the company said in its report.
Principle 11 of the NCCG (2018) code states: “To ensure efficiency and effectiveness, the Board delegates some of its functions, duties and responsibilities to well-structured committees, without abdicating its responsibilities.”
In its place, Royal Exchange has a statutory audit committee comprising members, including shareholders’ representatives who elect one of them as chairman.
The insurance company said the five members it listed in the report are all financially literate, noting three of them are financial experts.
“The audit committee reviews the external auditor’s management letter, key matters, and management response to issues raise during the year-end, and before the release of the company’s AFS,” the report stated.
Royal Exchange, whose asset base grew to N7.2 billion last year, has gone through some changes in its personnel, in addition to three board members who retired in January, and the company replaced them forthwith.
The turnover rate isn’t affecting the appointment of board audit committee alone; the board’s governance committee the remaining two have membership challenges, too.
One of its board committee takes on finance, investment, risk and general purposes—tasks other companies split into separate board committees.
