Reported by Weng Patrick Atokor | Journalist at Weng Global
Shareholders of Linkage Assurance Plc have approved a N30 million remuneration package for the company’s non-executive directors for the financial year ending December 31, 2025, as part of resolutions passed at its Annual General Meeting (AGM).
The approval formed part of several corporate governance and business resolutions considered by shareholders at the company’s AGM held on July 31, 2025, in Lagos.
According to the resolutions filed with the Nigerian Exchange Group (NGX), shareholders approved the remuneration of the company’s non-executive directors at N30 million. The meeting also approved the re-election of a retiring director and ratified the appointment of an independent non-executive director.
The decisions underscore the role of shareholders in determining board remuneration and strengthening governance structures within publicly listed companies.
Shareholders approve N30m board remuneration
The N30 million approval was contained under the special business considered at the AGM.
The resolution provided that the remuneration of the company’s non-executive directors for the year ending December 31, 2025, be fixed at N30 million.
The approval represents an increase from the N15 million remuneration approved for Linkage Assurance directors for the year ending December 31, 2022.
The change comes against the backdrop of rising operating costs and broader changes in Nigeria’s economic environment, which have increased the cost of running businesses and maintaining experienced corporate leadership.
For non-executive directors, remuneration generally covers compensation for their oversight responsibilities, board participation and other approved duties. Nigeria’s corporate governance framework provides for shareholder involvement in determining non-executive directors’ remuneration.
The approval therefore places the remuneration decision directly within the company’s shareholder governance process.
Appointment of independent director ratified
Beyond remuneration, shareholders also ratified the appointment of Mrs. Olayimika Phillips as an Independent Non-Executive Director of Linkage Assurance.
Her appointment had previously been made by the board but required shareholder ratification at the AGM.
The resolution was subsequently approved by shareholders, strengthening the composition of the company’s board.
The meeting also saw the re-election of Mr. Pius Otia, who had retired by rotation.
Board rotation is a standard corporate governance mechanism designed to provide shareholders with an opportunity to review directors’ continued service while maintaining institutional knowledge and experience within the board.
The resolutions show that shareholders were not only asked to consider financial matters but also participated in decisions affecting the composition and oversight of the company’s leadership.
KPMG appointment approved
Shareholders also ratified the appointment of KPMG as the company’s external auditor.
The directors were authorised to determine the remuneration of the auditors for the 2025 financial year.
External auditors play an important role in providing independent assurance on a company’s financial statements and helping shareholders assess the reliability of financial information presented by management.
At the AGM, the remuneration of the company’s managers, as disclosed in the 2024 Annual Report, was also presented to shareholders and noted.
The disclosures are part of the broader accountability framework expected of listed companies, particularly those whose financial and governance decisions affect thousands of investors.
Statutory Audit Committee strengthened
Shareholders also elected representatives to the company’s Statutory Audit Committee.
The shareholders’ representatives approved at the meeting were Mr. Shamusideen Balogun, Mr. Sunday Orji and Mrs. Esther Osijo.
The board also appointed Mr. Maxwell Ebibai and Mr. Pius Otia to represent the board on the committee.
The committee structure provides another layer of oversight over financial reporting, audit-related matters and the company’s internal control environment.
For investors, effective audit committee operations can be an important indicator of the quality of corporate governance within a listed company.
Board evaluation consultant appointed
In another governance-related resolution, shareholders approved the appointment of the Society for Corporate Governance Nigeria as the company’s Board Evaluation Consultant.
Board evaluation is intended to assess the effectiveness of the board and its committees, including how directors perform their responsibilities and contribute to the company’s strategic direction.
The use of an external consultant can provide an independent assessment of board performance and identify areas requiring improvement.
For a publicly listed insurance company operating in a highly regulated financial-services environment, effective board oversight remains particularly important.
N1.54bn retained earnings earmarked for bonus shares
The AGM also approved a major capitalisation of the company’s retained earnings.
Shareholders approved the capitalisation of N1.54 billion from retained earnings for a bonus issue.
Under the approved resolution, the N1.54 billion was to be divided into 3.08 billion ordinary shares of 50 kobo each and distributed to eligible shareholders at the rate of one bonus share for every five shares held as of the relevant qualification date, subject to regulatory approval.
The bonus issue was structured as a capitalisation of retained earnings rather than a cash payment.
The company also proposed increasing its issued share capital from N7.7 billion to N9.24 billion through the creation of additional ordinary shares to facilitate the bonus issue.
For shareholders, a bonus issue can increase the number of shares held without requiring additional cash investment, although it does not by itself create new value for investors because the company’s existing equity is being redistributed into a larger number of shares.
Focus on shareholder value
The combination of board remuneration, director appointments, audit oversight and the bonus issue reflects several dimensions of Linkage Assurance’s engagement with its shareholders.
The company has previously emphasised the importance of shareholder engagement as part of its corporate governance framework. Its shareholder engagement policy states that effective communication with investors can promote transparency and encourage shareholders to take an active interest in how the company is managed.
The AGM therefore provided an opportunity for investors to participate directly in important decisions concerning the company’s leadership, governance and capital structure.
The company’s published annual-report archive also shows that Linkage Assurance has continued to provide financial and corporate information to shareholders through its annual reporting process.
What the N30m approval means
The approval of N30 million for non-executive directors should be understood within the context of board responsibilities rather than as a salary paid to each individual director.
Non-executive directors are primarily responsible for oversight, strategic guidance and holding management accountable. Their remuneration is therefore distinct from the salaries and employment benefits of executive directors who have day-to-day management responsibilities.
Linkage Assurance’s earlier remuneration framework described director fees as payments to non-executive directors, alongside other allowances connected to their responsibilities and attendance at board and committee meetings.
The company’s annual reports have also disclosed remuneration paid to directors as part of its financial reporting obligations. Its 2023 annual report, for example, reported total directors’ remuneration of N214.025 million, including fees and allowances and post-employment pension benefits.
The latest N30 million resolution should therefore be viewed as the approved remuneration package for the relevant category of directors and financial year, rather than automatically interpreted as N30 million for every individual non-executive director.
Governance remains central to investor confidence
For investors in listed companies, corporate governance decisions can be as important as financial performance.
A board must balance the interests of shareholders, customers, regulators, employees and other stakeholders while ensuring that management remains accountable.
The decisions taken at Linkage Assurance’s AGM demonstrate the different mechanisms through which shareholders participate in that process.
They approved director remuneration, confirmed board appointments, ratified the external auditor, selected members of the Statutory Audit Committee and approved an external board evaluation consultant.
At the same time, the bonus-share resolution provided shareholders with an opportunity to benefit from the company’s retained earnings through an increase in their shareholdings.
These resolutions collectively point to a company seeking to combine governance oversight with measures aimed at maintaining shareholder participation.
Linkage Assurance’s broader position
Linkage Assurance is one of Nigeria’s publicly listed insurance companies and has continued to report its financial performance and corporate governance activities through its statutory disclosures.
The company’s board currently includes executive and non-executive directors, with Chief Joshua Bernard Fumudoh serving as chairman and Daniel Braie as Managing Director/Chief Executive Officer, according to the company’s published board information.
As the Nigerian insurance industry continues to evolve, companies operating in the sector face increasing expectations around capital strength, governance, transparency and shareholder returns.
For Linkage Assurance, the AGM resolutions provide a snapshot of how the company is addressing those issues through shareholder-approved governance and capital decisions.
Conclusion
The approval of N30 million remuneration for Linkage Assurance’s non-executive directors was one of several significant resolutions passed by shareholders at the company’s 2025 AGM.
The meeting also ratified the appointment of Olayimika Phillips as an Independent Non-Executive Director, re-elected Pius Otia, approved KPMG as external auditor and established the composition of the Statutory Audit Committee.
Shareholders further approved the appointment of the Society for Corporate Governance Nigeria as Board Evaluation Consultant and authorised the capitalisation of N1.54 billion in retained earnings for a bonus issue.
Taken together, the resolutions highlight the importance of shareholder participation in determining executive oversight, board accountability, audit independence and capital allocation.
For investors, the key issue going forward will be how effectively the company translates these governance decisions and capital initiatives into stronger performance, transparency and sustainable value creation.
Sources: Nigerian Exchange Group (NGX), Linkage Assurance Plc, Linkage Assurance Annual Reports, MarketScreener, Proshare.
