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MSC Corporate Governance System

MetroSculpters Consulting

metrosculpters@leadetics.ng | +234-812-983-1779 | +234-913-264-8895

 Corporate Governance System

Corporate Structure

We know that our corporate vision can only be attained with the institution of a sound Corporate Governance and Management system. Therefore, we have an operational corporate structure established that enables the cohesive utilization of knowledge, experience, and key expertise to advance the company.

Directors and management staff are composed of highly knowledgeable, skilled, experienced, and innovative professionals in engineering, finance, accounting, management and administration, and other relevant fields. They are responsible for governance and delivering the company’s promised values to clients.

Corporate Structure Chart

The corporate structure of the company is presented schematically below. The structure has a Board of Directors which oversees all vital aspects of the company, including vision attainment, direction, and policy formulation.

Our corporate structure is designed to be flexible and allow a high level of personal accountability and responsibility, with the added values of cross-skill and sharing of responsibilities.

The To Management layer of the company consists of the Managing Director/Chief Executive who is supported by the General Manager, Corporate Services, and General Manager Consulting Services.

General Manager, Corporate Services provides coordination for executive services, admin/human capital, and marketing/sales functions.

General Manager Consulting Services coordinates the functions of Finance, Personal Consulting Services, Business Consulting Services, Project Consulting Services, and Standards Services.

Corporate Culture

Our Corporate Culture is centered around our People. Our staff and staff consultants are the most essential assets that create, develop, and realize our vision and mission. We also, believe as follows:

• We consider our people to be creators and nurturers of assets and are treated accordingly;

• We strive to promote continuous increment in the competencies, values, and personalities of all our people;

• We strive to create and maintain an exciting and creative work approach through daily challenges and development.

• We strive to create and mesh individual creative and productive idiosyncrasies into our corporate culture, which enables a special individual to be himself/herself and not copy any ‘top dog’ in the company.

• Therefore, we will continuously engage our People, and nurture a corporate culture that will facilitate these values.

• The bottom line for us at MetroSculpters is that our people, stakeholders, and partners will benefit from a profitable and prosperous company to have a full life where they can flourish and prosper to best serve our clients.

Corporate Governance Principles

The Board of Directors, as representatives of the shareholders, is committed to the achievement of business success and the enhancement of long-term corporate governance value with the highest standards of integrity and ethics.

In that regard, the Board has adopted core principles to provide an effective corporate governance framework for the company, intending to reflect a set of core values that provide the foundation for the company governance and management systems and its interactions with other entities, partner companies, organizations, governments, regulations, competitions, etc.

The Board and management are jointly responsible for managing and operating the business with the highest standards of responsibility, ethics, and integrity. In that regard, the Board expects each director, as well as each member of senior management, to lead by example in a culture that emphasizes ethics, integrity, honesty, sound judgment, mutual respect, trust, courage, and responsibility.

Furthermore, the Board also expects each director and each member of senior management to act ethically at all times and to adhere to the policies, as well as the spirit, expressed in the MetroSculpters’ Code of Business Conduct. The Board will not permit any waiver of any ethics policy for any director or executive officer.

Ethics and Values

The Board and management are jointly responsible for managing and operating the business with the highest standards of expertise, responsibility, ethics, and integrity. In that regard, the Board expects each director, as well as each member of senior management, to lead by example in a culture that emphasizes integrity, honesty, sound judgment, mutual respect, trust, courage, and responsibility.

Furthermore, the Board also expects each director and each member of senior management to act ethically at all times and to adhere to the policies, as well as the spirit, expressed in the MetroSculpters’ Code of Business Conduct. The Board will not permit any waiver of, nor waive, any ethics policy for any director, senior management staff, or executive officer.

Code of Ethics

MetroSculpters Limited has subscribed to and adopted the code of personal and corporate ethics as enunciated in the book entitled “The Way To Happiness”, authored by Mr. L. Ron Hubbard and managed by “The Way To Happiness” Foundation International with head office in the United States of America and chapter offices in most countries of the world.

The Way to Happiness
“The Way To Happiness” contains 21 highest quality Precepts that could be term best/next practices in modern, decent, and happy living.

A code is akin to regulations that guides the way things are done, what is done, when they are done, who is to do them, and so on. In this regard, the code of ethics is to be regarded as MetroSculpters’ core self-enforced regulations that provides general guidance to the governance, management, and operations of the company.

All staff members are issued with copies of the booklet with the expectation that the precepts will form a solid part of our personality and also share the booklet, precepts, and such betterment of personality to others.

Therefore, each and all staff members, directors, consultants, contractors, and by extension clients, partners, suppliers, etc. are encouraged to study, understand, apply, imbibe, and assist the self-utility of the precepts, and allow the good examples to show through to others and recommend the utilization of the code to others.

Qualifications of Board Members

The Board of Directors of MetroSculpters Consulting believes that individuals who are nominated by the Board to be directors should have

• Demonstrated notable or significant achievements professionally or in business or public service;

• Possess requisite intelligence, education, and experience to make a significant contribution to the Board and bring a range of skills, diverse perspectives, and backgrounds to its deliberations; and

• Have the highest ethical standards, a strong sense of professionalism, and intense dedication to serving the interests of the company.

Roles of the Board of Directors

It is the responsibility of the Board to direct, guide, and oversee the conduct of the company and to ensure that the interests of shareholders are being served, including the following:

• Management planning and oversight — Selecting, evaluating, and compensating the directors and providing counsel and oversight in the selection, evaluation, and compensation of, and succession planning for, other members of senior management; and approving the appointment and compensation of executive officers.

• Strategic and operational planning — Reviewing, understanding, and approving long-term strategic plans and annual operating plans, and monitoring the implementation and execution of those plans.

• Major corporate actions — Reviewing, understanding, and approving significant financial and business transactions and other major corporate actions.

• Financial reporting — Reviewing, understanding, and approving financial statements and reports, and overseeing the establishment and maintenance of controls, processes, and procedures to ensure accuracy, integrity, and clarity in financial and other corporate disclosures.

• Governance, compliance, and risk management — Establishing and maintaining governance and compliance processes and procedures to ensure that the company is managed with the highest standards of responsibility, ethics, integrity, and quality of service delivery.

• General advice to management — Providing general advice and counsel to the Chairman/CEO and senior management in connection with issues arising in the course of managing the company.

Functions of the Chairman of the Board

The Chairman of the Board is responsible for providing broad and specific functions, seeking to have a Board of Directors that is exemplary in discharging its core roles of protecting the interests of shareholders of the company.

The Chair schedules all Board meetings and directs Board Secretary to communicate meeting schedules to all members of the Board, as appropriate.

1. The Board Chairman chairs, directs, and controls all Board meetings and activities.

2. The Board Chairman works with the Managing Director and the management committee, providing general direction, support, and advice to achieve corporate vision and goals.

3. The Chair works with the Secretary to the Board to ascent to Board documents, including legal/regulatory documents, committees’ reports, management reports, audit reports, etc. on the activities of the Company

4. The Board Chairman provides effective leadership to the Board and Senior Management in defining the strategic planning process, focus, and objectives.

5. The Chairman of the Board sources for values, networks, and opportunities in socio-economic and political spheres of jurisdictions where we do or intend to do business to enhance the business profile of the Company.

6. The Chairman ensures that the Board, Directors, and management conform to all legal, regulatory, and ethical provisions and standards that will keep the Company and its people safe, viable, and enduring.

7. The Chair is committed to complying with and conforming to all policies and governance directions in carrying out the functions of the Board.

Core Functions of the Managing Director and Lead Consultant

1. The Managing Director and Lead Consultant of the company is responsible for the design of policies, strategies, processes, compliance mechanisms, and planning lifecycle that will guide the Company’s drive, activities, and direction, and obtain the approval of the Board.

2. The MD/Lead Consultant enforces and implements all Board approved policies, processes, strategies, and planning lifecycle.

3. The MD/Lead Consultant produces and presents reports on policies, processes, assets, human capital, operational activities, finance, etc. of the Company to the Board and shareholders.

4. The MD/Lead Consultant provides effective leadership in the design, development, production, delivery, support, and exchange of high-quality products in large enough quantity and of the finest quality to the targeted and focused public. The essence of this is to acquire finance, support, values, goodwill, and such other exchangeable and vital resources that are needed for sustainability and profitability, and continue to effectively lead to design, develop, produce, deliver, support, and exchange services or products for more resources or values.

5. The MD/Lead Consultant directs the implementation and reporting of compliances to all policies, directions, processes, and actions approved by the Board to enable the Company to achieve conformity to prevailing legal/industry regulations, corporate ethics requirements, and moral sanctions of the larger society.

6. The MD/Lead Consultant leads, manages, and oversees management, and reports all activities using the Company Management System to the Board, shareholders, and applicable stakeholders.

Board Composition and Structure

The Board is comprised of a diverse group of individuals with significant leadership accomplishments in professions, international business, government, education or non-profit activities; who have been associated with excellence; and who have broad experience and the ability to exercise sound business judgment.

Board Committees

The values and roles of Board Committees are t0 ensure that governance is in close enough proximity to management to avail the board with current positions and management with needed decisions to the rapid advancement of the company.

Audit Committee Charter

The Board of Directors has established an Audit Committee consisting of a minimum of 3 members of the board, which shall be charged with the responsibility of assisting the Board of Directors in fulfilling its fiduciary responsibilities to provide oversight concerning:

o The integrity of the Company’s financial statements and other financial information provided to shareholders and others,

o The Company’s system of internal controls,

o The engagement and performance of the independent auditors,

o The performance of the internal audit function and

o Compliance with legal requirements and Company policies regarding ethical conduct.

In so these, the Committee will provide a focal point for free and open communications among independent directors, the Company’s management, the internal auditors, and the independent auditors.

Leadership Succession Committee

The Board of Directors of MetroSculpters Limited has established a Leadership Succession Committee with a minimum of 2 members of the Board to review and (except in the case of the Chairman and Chief Executive Officer) approving, on behalf of the Board of Directors) management succession plans and leadership development strategies, including compensation and other benefits.

Finance Committee

The Board of Directors has established a Finance Committee with a minimum of 2 members to oversee all areas of corporate finance for the Company and its subsidiaries, including:

o capital structure,
o equity and debt financings,
o capital expenditures,
o cash management,
o banking activities and relationships,
o investments,
o foreign exchange activities and
o share repurchase.

Contact Us

Through Our GM, Corporate Services

metrosculpters@leadetics.ng | +234-913-264-8895

Get in Touch with Us to Know How We Can Assist You to Actualize Your Aspirations.

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