FCMB : FCMB GROUP PLC - REPORT ON COMPLIANCE WITH THE NCCG CODE FYE 2022

FINANCIAL REPORTING COUNCIL OF NIGERIA

(Federal Ministry of Industry, Trade & Investment)

FRC/CG/001: TEMPLATE FOR REPORTING COMPLIANCE WITH THE NIGERIAN CODE OF

CORPORATE GOVERNANCE 2018

Section A: Introduction

Corporate Governance is a key driver of corporate accountability and business prosperity. The Nigerian Code of Corporate Governance, 2018 (NCCG 2018) seeks to institutionalize corporate governance best practices in Nigerian companies. It is also aimed at increasing entities' levels of transparency, trust and integrity, and create an environment for sustainable business operations.

The Code adopts a principle-based approach in specifying minimum standards of practice that companies should adopt. Where so required, companies are required to adopt the "Apply and Explain" approach in reporting on compliance with the Code. The 'Apply and Explain' approach assumes application of all principles and requires entities to explain how the principles are applied. This requires companies to demonstrate how the specific activities they have undertaken best achieve the outcomes intended by the corporate governance principles specified in the Code.

This will help to prevent a 'box ticking' exercise as companies deliberately consider how they have (or have not) achieved the intended outcomes. Although, the Code recommends practices to enable companies apply the principles, it recognizes that these practices can be tailored to meet industry or company needs. The Code is thus scalable to suit the type, size and growth phase of each company while still achieving the outcomes envisaged by the principles.

This form seeks to assess the company's level of compliance with the principles in the NCCG 2018. Entities should explain how these principles have been applied, specify areas of deviation from the principles and give reasons for these deviations and any alternative practice(s) adopted.

Please read the instructions below carefully before completing this form:

1. Every line item and indicator must be completed.
2. Respond to each question with "Yes" where you have applied the principle, and "No" where you are yet to apply the principle.
3. An explanation on how you are applying the principle, or otherwise should be included as part of your response.
4. Not Applicable (N/A) is not a valid response.

1

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

Section B - General Information

S/No.	Items	Details
i.	Company Name	FCMB Group Plc
ii.	Date of Incorporation	November 20, 2012
iii.	RC Number	RC-1079631
iv.	License Number	FHC/000003
v.	Company Physical Address	FIRST CITY PLAZA 44, Marina Lagos
vi.	Company Website Address	www.fcmbgroup.com
vii.	Financial Year End	31st December 2022.
viii.	Is the Company a part of a Group/Holding Company? Yes/No	Yes, the Company is the Holding Company
	If yes, please state the name of the Group/Holding Company	FCMB Group Plc
ix.	Name and Address of Company Secretary	Mrs. Olufunmilayo Adedibu
		17a, Tinubu Street, Lagos Island, Lagos.
x.	Name and Address of External Auditor(s)	Messrs. Deloitte & Touché Civic Towers,
		Plot GA 1 Ozumba Mbadiwe Avenue
		Victoria Island, Lagos Nigeria
xi.	Name and Address of Registrar(s)	Cardinal Stone Registrars
		335/337 Herbert Macaulay Way, Yaba
		Lagos
xii.	Investor Relations Contact Person	TUNJI ONAMUSI
	(E-mail and Phone No.)	[e-mail]
	[phone]
xiii.	Name of the Governance Evaluation Consultant	DCSL Corporate Services Limited
xiv.	Name of the Board Evaluation Consultant	DCSL Corporate Services Limited

Section C - Details of Board of the Company and Attendance at Meetings

1. Board Details:

S/No.	Names of Board Members	Designation	Gender	Date First	Remark
		(Chairman, MD, INED, NED,		Appointed/ Elected
		ED)
1.	Mr. Oladipupo Jadesimi	Chairman	Male	December 27, 2017	Appointed
					Chairman
					March 2018
2.	Mr. Ladi Balogun	Group Chief Executive	Male	March 14, 2017
3.	Mr. Femi Badeji	Executive Director	Male	October 2, 2019,
4.	Mr. Gbolahan Joshua	Executive Director	Male	September 2, 2021
5.	Alhaji Mustapha Damcida	Non-Executive Director	Male	July 1, 2013
7.	Prof. Oluwatoyin Ashiru	Non-Executive Director	Male	December 23, 2013
8.	Dr. (Engr) Gregory Ero	Non-Executive Director	Male	December 23, 2013
5.	Mrs. Olapeju Sofowora	Independent Non-Executive	Female	December 27, 2017
		Director
					2

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

9.	Mrs. Tokunboh Ishmael	Non-Executive Director	Female	April 28, 2020
10.	Ms. Muibat Ijaiya	Independent Non-Executive	Female	April 28, 2021
		Director

2. Attendance at Board and Committee Meetings:

S/No.	Names of Board	No. of	No. of	Membership of	Designation	Number of	Number of
	Members	Board	Board	Board	(Member or	Committee	Committee
		Meetings	Meetings	Committees	Chairman)	Meetings Held in	Meetings
		Held in	Attended			the	Attended in the
		the	in the			Reporting Year	Reporting
		Reporting	Reporting				Year
		Year	Year
1.	Mr. Oladipupo	5	5	NOT A MEMBER	NOT A MEMBER		NOT IN
	Jadesimi			OF ANY	OF ANY		ATTENDNACE
				COMMITTEE, NOT	COMMITTEE, NOT		AT ANY
				IN ATTENDNACE	IN ATTENDNACE		COMMITTEE
				AT ANY	AT ANY
				COMMITTEE	COMMITTEE
2.	Mr. Ladipupo	5	5	NOT A MEMBER	NOT A MEMBER	BOARD RISK	4
	Balogun			OF ANY	OF ANY	AUDIT AND
				COMMITTEE IN	COMMITTEE IN	FINANCE
				ATTENDANCE	ATTENDANCE	COMMITTEE: 5
				ONLY	ONLY
						BOARD
						GOVERNANCE
						AND
						REMUNERATION	4
						COMMITTEE: 5
3.	Mr. Femi Badeji	5	5	NOT A MEMBER	NOT A MEMBER	BOARD RISK	4
				OF ANY	OF ANY	AUDIT AND
				COMMITTEE. IN	COMMITTEE. IN	FINANCE
				ATTENDANCE	ATTENDANCE	COMMITTEE: 5
				ONLY	ONLY
4.	Mr. Gbolahan	5	5	NOT A MEMBER	NOT A MEMBER	BOARD RISK	5
	Joshua			OF ANY	OF ANY	AUDIT AND
				COMMITTEE IN	COMMITTEE. IN	FINANCE
				ATTENDANCE	ATTENDANCE	COMMITTEE: 5
				ONLY	ONLY
5.	Alhaji Mustapha	5	5	BOARD	MEMBER	5	5
	Damcida			GOVERNANCE &
				REMUNERATION
				COMMITTEE
6.	Prof. Oluwatoyin	5	5	BOARD	CHAIRMAN	5	5
	Ashiru			GOVERNANCE &
				REMUNERATION
				COMMITTE
7.	Dr. (Engr)	5	3	BOARD RISK,	MEMBER	5	4
	Gregory			AUDIT AND
	Omosigho Ero			FINANCE,
				COMMITTEE
8.	Mrs. Olapeju	5	5	BOARD RISK,	CHAIRMAN	5	5
	Eniola Sofowora			AUDIT AND
				FINANCE,
				COMMITTEE

3

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

				BOARD	MEMBER	5	5
				GOVERNANCE &
				REMUNERATION
				COMMITTEE
9.	Mrs. 'Tokunboh	5	4	BOARD RISK,	MEMBER	5	4
	Ishmael			AUDIT AND
				FINANCE,
				COMMITTEE
				BOARD	MEMBER	5	4
				GOVERNANCE &
				REMUNERATION
				COMMITTEE
10.	Mrs. Muibat	5	4	BOARD RISK,	MEMBER	5	4
	Ijaiya			AUDIT AND
				FINANCE,
				COMMITTEE

Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.	Names	Position Held	Gender
1.	Mr. Ladi Balogun	Group Chief Executive Male	Male
2.	Mr. Gbolahan Joshua	Chief Operations Officer	Male
3.	Mr. Femi Badeji	Executive Director	Male
4.	Mrs. Funmi Adedibu	Company Secretary	Female
5.	Mr. Deji Fayose	Chief Financial Officer	Male
6.	Mr. Babajide Odedele	Head Internal Audit	Male
7.	Mr. Adetayo Olatunde	Head Compliance	Male

Section E - Application

4

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018

		Principles						Reporting Questions	Explanation on application or deviation
		Part A - Board of Directors and Officers of the Board
Principle 1: Role of the Board		i) Does the Board have an approved Charter
"A	successful	Company	is	which sets out its responsibilities and terms of	Yes, the Board has an approved Charter which sets
reference? Yes/No	out its responsibilities and terms of reference.
headed by an effective
			If yes, when was it last reviewed?
Board which is responsible for
			It was last reviewed on July 22, 2022
providing	entrepreneurial
and	strategic	leadership	as
well	as	promoting	ethical
culture	and	responsible
corporate citizenship. As a link
between	stakeholders	and
the Company, the
Board is to exercise oversight
and control to ensure that
management acts in the best
interest of the	shareholders
and other stakeholders while
sustaining	the	prosperity	of
the Company"
Principle 2: Board Structure and	i) What are the qualifications and experiences of	Please find attached the profile of the directors
Composition						the directors?	stating their qualifications and experience
"The	effective	discharge	of
	ii) Does the company have a Board-approved	Yes.
the	responsibilities	of		the
		diversity policy? Yes/No
Board and its committees is
	If yes, to what extent have the diversity targets	The set diversity targets have been largely achieved
assured by an appropriate
	been achieved?	as seen in the recruitment of an additional female
balance of skills and diversity
			director to bridge the gap in gender diversity on the
(including	experience	and
			Board. A close look at the members of the Board also
gender)			without
					shows a variety of backgrounds with directors of
compromising	competence,
independence and integrity "				different religions, tribes and experience resulting in a
										well-diversified board.
								iii) Are there	directors holding concurrent	Yes.
								directorships? Yes/No	1. Mr. Ladi Balogun
								If yes, state the names of the directors and the	i. FCMB Pensions Limited
								companies.		ii. Credit Direct Limited
										iii. FCMB Asset Management
										v. FCMB Capital Markets Limited
										2. Prof. Oluwatoyin Ashiru
										i. CSL Stockbrokers Limited
								iv) Is the MD/CEO or an Executive Director a chair
								of any Board Committee? Yes/No	No.
								If yes, provide the names of the Committees.	The MD/CEO is not a chair of any Board Committee
Principle 3: Chairman					i) Is the Chairman a member or chair of any of	No. The Chairman is neither a member nor a Chair of
"The Chairman is responsible		the Board Committees? Yes/no	any Board Committee.
	If yes, list them.
for	providing	overall
leadership of the Company		ii) At which	Committee meeting(s) was the	The Chairman did not attend any Committee
and the Board, and eliciting
	Chairman in attendance during the period	meeting during the period under review.
the constructive participation
	under review ?
of all Directors to facilitate
effective direction of the
Board"							iii) Is the Chairman an INED or a NED?	The Chairman is a Non-Executive Director.

5

REPORT ON COMPLIANCE WITH THE NIGERIAN CODE OF CORPORATE GOVERNANCE 2018