FBN : FBN HOLDINGS PLC - 2022 NIGERIAN CODE OF CORPORATE GOVERNANCE REPORT

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 recognises 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:

• i. Every line item and indicator must be completed.

• ii. Respond to each question with "Yes" where you have applied the principle, and "No" where to apply the principle.

  you are yet

• iii. An explanation on how you are applying the principle, or otherwise should be included as part of your response.

• iv. Not Applicable (N/A) is not a valid response.

Section B - General Information

S/No.	Items	Details
i.	Company Name	FBN Holdings Plc
ii.	Date of Incorporation	October 14, 2010
iii.	RC Number	RC 916455
iv.	License Number	N/A
v.	Company Physical Address	11th Floor, Samuel Asabia House, 35, Marina Lagos
vi.	Company Website Address	www.fbnholdings.com
vii.	Financial Year End	December 31 2022
viii.	Is the Company a part of a Group/Holding Company? Yes/No If yes, please state the name of the Group/Holding Company	Yes. FBN Holdings Plc.
ix.	Name and Address of Acting Company Secretary	Mr. Adewale L.O Arogundade FBN Holdings Plc., 35 Marina, Lagos.
x.	Name and Address of External Auditor(s)	KPMG Professional Services KPMG Tower, Bishop Aboyade Cole St, Victoria Island, Lagos
xi.	Name and Address of Registrar(s)	Meristem Registrars and Probate Services Limited 213, Herbert Macaulay Way, Yaba, Lagos, Nigeria
xii.	Investor Relations Contact Person (E-mail and Phone No.)	[e-mail] 0808 663 1575
xiii.	Name of the Governance Evaluation Consultant	PricewaterhouseCoopers
xiv.	Name of the Board Evaluation Consultant	PricewaterhouseCoopers

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

1.

Board Details:

S/No.	Names of Board Members	Designation (Chairman, MD, INED, NED, ED)	Gender	Date First Appointed/ Elected	Remark
1.	Alhaji Ahmad Abdullahi	Chairman	Male	December 17, 2021
2.	Mr. Nnamdi Okonkwo	Group Managing Director	Male	January 1, 2022
3.	Dr. Alimi M. Abdul-Razaq	Independent Non-Executive Director	Male	April 30, 2021
4.	Mr. Ahmed Modibbo	Independent Non-Executive Director	Male	April 30, 2021
5.	Dr. Abiodun Fatade	Independent Non-Executive Director	Male	April 30, 2021
6.	Mrs Kofo Dosekun	Independent Non-Executive Director	Female	April 30, 2021
7.	Mr. Khalifah Imam	Independent Non-Executive Director	Male	April 30, 2021
8.	Sir Peter Aliogo	Independent Non-Executive Director	Male	April 30, 2021
9.	Dr. Adesola Adeduntan	Non-Executive Director	Male	July 1, 2016
10.	Mr. Julius Omodayo-Owotuga	Non-Executive Director	Male	December 22,2021
11.	Mr. Oyewale Ariyibi	Executive Director, Finance, Investment Management & Oversight	Male	August 16, 2022

2.

Attendance at Board and Committee Meetings:S/No. Names of Board MembersNo. of Board Meetings Held in the Reporting Year

No. of Board Meetings Attended in the Reporting YearMembership of Board Committees

Designation (Member or Chairman)

Number of Committee Meetings Held in the Reporting YearNumber of Committee Meetings Attended in the Reporting Year

1.

Alhaji Ahmad Abdullahi

8

8

Nil

N/A

N/A

N/A

2.

Mr. Nnamdi Okonkwo

8

8

Board Finance and Investment CommitteeMember

11

11

3.

Dr. Alimi M. Abdul-Razaq

8

8

Board Audit and Risk Assessment CommitteeChairman

9

,9

Board Governance and Nomination CommitteeMember

6

4.

*Mr. Ahmed Modibbo

8

8

Board Governance and Nomination Committee

Member

6

6

6

9

Board Audit and Risk Assessment Committee

7

Member

Dr. Abiodun Fatade

8

8

Board Finance and Investment Committee

Member

Member

6

11

11

6.

Mrs Kofo Dosekun

8

8

Member

Board Governance and Nomination CommitteeChairman

6

6

9

7.	Mr. Khalifah Imam	8	8	Board Finance and Investment Committee	Member	11	11
Board Audit and Risk Assessment Committee	Member	9	9
Statutory Audit Committee	Member	4	3
8.	Sir Peter Aliogo	8	8	Board Finance and Investment Committee	Chairman	11	11
Board Audit and Risk Assessment Committee	Member	9	9
Statutory Audit Committee	Member	4	4
9.	Dr. Adesola Adeduntan	8	7	Board Finance and Investment Committee	Member	11	10
10.	**Mr. Julius Omodayo-Owotuga	8	7	Board Finance and Investment Committee	Member	11	8
Board Governance and Nomination Committee	Member	6	3
11.	***Mr. Oyewale Ariyibi	8	2	Board Finance and Investment Committee	Member	11	N/A
N/A

*Mr. Ahmed Modibbo was appointed to the Board Audit and Risk Assessment Committee in April 27, 2022

**Julius B. Omodayo-Owotuga was appointed to the Board Governance and Nomination Committee in April 27, 2022 ***Mr. Oyewale Ariyibi was appointed to the Board in August 2022. He was also appointed to the Board Finance and Investment Committee in December 20, 2022.