Page 27 - Learn Africa 2021 Annual Report

Learn Africa Plc
Corporate Governance Report (cont’d)

For the year ended 31 March 2021

Changes on the Board
In accordance with Section 9.3 of the Company’s Board Charter, the Independent Director, Alhaji
Awwalu Makarfi retired from the Board with effect from 13 August 2020 and Mrs Egbichi Akinsanya
was appointed as a suitable replacement on the Board with effect from the same date. In the same
vein, the Board appointed Mr Iyinoluwa Aboyeji, an accomplished Information Technology expert,
who will be providing the Board with requisite support and technical know-how in the fulfilment of
the Board’s plans towards digitalisation.

Responsibilities of the Board
The Board has the ultimate responsibility of delivering long-term value to the shareholders. In order to
achieve this, it provides overall strategic direction for the Company, within a framework of rewards,
incentives and controls.

Distinct roles of the Chairman and the Managing Director
In compliance with International Best Practice, there is a separation of powers between the Chairman
and the Managing Director, as they play distinct roles, with responsibilities which should not be
domiciled with one individual. The Chairman’s main responsibility is to lead and manage the Board
to ensure that it operates effectively and fully discharges its legal and regulatory responsibilities.
He is also responsible for ensuring that Directors receive accurate, timely and clear information
to enable the Board to take informed decisions and provide advice to promote the success of the
Company. The Chairman facilitates the contribution of Directors and promotes effective relationships
and open communications between Executive and Non-Executive Directors, both inside and outside
the Boardroom.

The responsibility for the day-to-day management of the Company has, however, been delegated by
the Board to the Management, represented by the Managing Director, albeit supported by the other
two Executive Directors. In fulfilling its primary responsibility, the Board is aware of the importance
of achieving a balance between conformance to governance principles and economic performance;
thus, it ensures that Management strikes an appropriate balance between promoting long-term growth
and delivering short-term objectives.

Notwithstanding the above, the Board reserves certain powers to itself. These include monitoring
the approval and implementation of the Company’s strategy and financial objectives, approval of
the Company’s investment policies, framework and strategic commitments that may have material
effects on the assets, and profits or operation of the Company that may result in material changes
in the business of the Company. The Board also reserves the power to approve the Company’s
financial statements, any significant changes in the Company’s accounting policies and/or practices;
appointment or removal of Company Secretary; approval of major changes in the Company’s

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