Our Governance Principles

Our governance framework ensures oversight, accountability, and responsible decision-making, all of which support long-term stakeholder value.

Commitment to Corporate Governance

FCMB Group Plc (FCMB) remains committed to institutionalising corporate governance principles within its 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 set out in the Regulatory Codes of Corporate Governance, the Group's Articles of Association, and the Companies and Allied Matters Act. Its oversight of the Group's operations and activities is 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 an institutional framework conducive to defending the integrity of our directors and is convinced that, as a result, the Board of FCMB Group Plc is functioning in a highly effective manner. It is intended that we continue to challenge ourselves to improve standards in areas where improvement has been identified.

Board Composition and Independence

Our board brings together a Chairman and nine Directors. With more Non-Executive than Executive Directors, we follow international best practice to make sure decisions are balanced and independent. The Board meets often to set the direction for our business and make sure we're open about how we work. We keep a clear, professional relationship with our auditors to support transparency in everything we report. You can find details about Directors' pay and shareholdings in our Annual Report.

Guiding Principles of FCMB Group Plc's Code of Corporate Governance

Here are the principles that guide how we govern at FCMB Group Plc.

All power belongs to the shareholders.

We make it clear how authority flows from our shareholders to the Board, then to our committees, and finally to our executives.

We empower people with the right authority, so everyone knows what they are responsible for.

Our committees at both Board and executive levels have clear roles and responsibilities.

We keep communication open and share information, not just in meetings but every day.

We make decisions carefully, with all the facts, always putting the Group and our shareholders first.

We follow all laws and regulations, and always put our stakeholders' interests at the centre. If there's ever a conflict, local laws come first.

Everything we do lines up with our overall strategy and direction.

We are open and transparent, especially when it comes to any personal interests that could affect our business.

Role of the Board

These principles shape the way we govern at FCMB Group Plc.

We look after investments and capital, keep our investors informed, and make sure our financial reporting is clear and accurate. We set the direction for the Group, keep an eye on how we're doing, and plan ahead so we have the right people in key roles.

We make sure our goals, plans, and budgets all work together to support our strategy. We set clear targets, track our progress, and oversee big investments to keep everything on track.

We choose and support our key leaders, review their performance, and plan for the future so we're always ready for what's next.

Performing all statutory roles as required by law.

Our Board Committees help us make timely decisions on spending, even when the full Board isn't meeting.

We review and confirm the decisions made by our Board Committees.

Compliance Reporting

We share insider credit applications with our Board Credit Committee, and we're open about related party transactions in our Annual Reports and with the Central Bank of Nigeria. We've also put strong whistle-blowing procedures in place, and we keep a close eye on how we follow the Corporate Governance code.

Service and Related Party Contracts

To efficiently synergise output, avoid unnecessary duplication of functions, and harmonise resources for optimum performance within the Group, and in accordance with the Central Bank of Nigeria's Guidelines for Shared Services Arrangement for Banks and Other Financial Institutions issued in May 2021, the Company has established Shared Services Agreements with all its related entities. These entities include First City Monument Bank, FCMB Capital Markets, CSL Stockbrokers, FCMB Asset Management, FCMB Trustees, and Credit Direct Limited. The Shared Services Agreements have been approved by the Boards of each related entity.

Communication with Shareholders

We stay in touch with our shareholders through our Investor Relations team and regular meetings with our leadership team. You can also find presentations from these events on our investor relations website:www.fcmb.com/investor-relations