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.

The Board is composed of a Chairman and 9 Directors: five Non-Executive Directors and three Executive Directors, in line with international best practice which requires the number of Non-Executive Directors to be more than the Executive Directors.

The appointment of Board members is in line with the Companies and Allied Matters Act Cap C.20 LFN 2004, CBN Code of Corporate Governance, and the Company’s selection criteria for Directors.

The Group’s Board, led by a Non-Executive Chairman, is composed of individuals with enviable records of achievement in their respective fields and who bring on board high levels of competencies and experience. The Board meets regularly to set broad policies for the Group’s business and operations and ensures that an objective and professional relationship is maintained with the Group’s internal and external auditors in order to promote transparency in financial and non-financial reporting. Directors’ emoluments, as well as their shareholding information, are disclosed in the Company’s Annual Report and Accounts.

The Directors are guided by the Code of Conduct of the Central Bank of Nigeria for Directors and the Securities and Exchange Commission Code of Corporate Governance for Public Companies in Nigeria as well as the National Code of Corporate Governance.

The Guiding Principles of FCMB Group Plc's Code of Corporate Governance remain as follows:

• All power belongs to the shareholders.
• Delegation of authority by the owners to the Board and subsequently to Board Committees and executives is clearly defined and agreed.
• Institutionalised individual accountability and responsibility through empowerment and relevant authority.
• Clear terms of reference and accountability for committees at Board and executive levels.
• Effective communication and information sharing outside of meetings.
• Actions are taken on a fully informed basis, in good faith with due diligence and care and in the best interest of the Group and its shareholders.
• Enhancing compliance with applicable laws and regulations and the interest of the stakeholders. Where there is any conflict between the rules of FCMB Group Plc, the local laws and legislation supersede.
• Conformity with overall FCMB Group Plc strategy and direction.
• Transparency and full disclosure of accurate, adequate and timely information regarding the personal interest of directors in any area of potential conflict regarding the Group's business.

• Investment and capital management, investor relations, Group financial and statutory reporting, articulation and approval of Group policies, setting overall Group strategic direction, monitoring and coordinating Group performance, succession planning for key positions on the Boards of the Group and operating companies.
• Reviewing alignment of goals, major plans of action, annual budgets and business plans with overall strategy; setting performance objectives; monitoring implementation and corporate performance and overseeing major capital expenditure in line with approved budget.
• Ensuring the integrity of the Group's accounting and financial reporting systems (including the independent audit) and that appropriate systems are in place for monitoring risk, financial control and compliance with the law.
• Selecting, compensating, monitoring and, when necessary, replacing key executives and overseeing succession planning.
• Interfacing with the management of the Group to ensure harmony in implementing Group strategy.
• Performing all statutory roles as required by law.
• Through the establishment of Board Committees, making recommendations and taking decisions on behalf of the Board on issues of expenditure that may arise outside the normal meeting schedule of the Board.
• Ratifying duly approved recommendations and decisions of the Board Committees.

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.

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