Commitment to Corporate Governance
FCMB Group Plc (FCMB) remains committed to institutionalising corporate governance principles as part of the Group's corporate structure. It continues to ensure adherence to the implementation of corporate governance rules of the Central Bank of Nigeria, the Nigerian Stock Exchange and the Securities and Exchange Commission.
As in the past, the Board continues to operate in line with its responsibilities as contained in Regulatory Codes of Corporate Governance, the Group's Articles of Association and the Companies and Allied Matters Act. Its oversight of the operations and activities of the Group are carried out transparently, without undue influence.
Essentially, fair value corporate governance depends on the quality and integrity of our directors. Consequently, the Group has undertaken to create the institutional framework conducive to defending the integrity of our directors, and is convinced that on account of this, the Board of FCMB Group Plc is functioning in a highly effective manner. It is intended that we continue to challenge ourselves to improve the standard in areas where need for improvement has been identified.
Board Composition and Independence
The Board of Directors of FCMB Group Plc is composed of a chairman and nine directors - one executive director, two independent non-executive directors and six non-executive directors - in line with international best practice, which requires the number of non-executive directors to be more than the executive directors. There is a clear separation of duties between the Managing Director and the Chairman of the Board.
The Board meets regularly to set broad policies for the Group's business and operations, and it ensures that an objective and professional relationship is maintained with the Group's auditors in order to promote transparency in financial and non-financial reporting. Directors' emoluments, as well as their shareholding information, are disclosed in the Group's Annual Report and Accounts.
Guiding Principles of FCMB Group Plc's Code of Corporate Governance
The Guiding Principles of FCMB Group Plc's Code of Corporate Governance remain as follows:
Role of the Board
Insider credit applications are presented to the Board Credit Committee and related party transactions are disclosed in the Annual Reports and to the Central Bank of Nigeria (CBN). The Group has established effective whistle-blowing procedures and the implementation of the Corporate Governance code is monitored and reported on.
Communication with Shareholders
FCMB Group Plc maintains regular contact with its shareholders through its Investor Relations team and through meetings with, inter alia, the Managing Director, Chief Financial Officer and various members of the divisional management of the Group's operating companies. The presentations from these investor events are also available on FCMB's investor relations website - www.fcmbgroupplc.com/investor-relations