FBN : FBN HOLDINGS PLC - NIGERIAN CODE OF CORPORATE GOVERNANCE

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	you are yet
to apply the principle.
iii.
iv.

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

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 2023
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.	Dr. (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
12.	Mr. Olufemi Otedola	Non-Executive Director	Male	July 9, 2023

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

9

9

Nil

N/A

N/A

N/A

2.

Mr. Nnamdi Okonkwo

9

9

Board Finance and Investment CommitteeMember

5

5

3.

Dr. Alimi M. Abdul-Razaq

9

9

Board Audit and Risk Assessment CommitteeChairman

6

,

6

Board Governance and Nomination CommitteeMember

9

4.

Mr. Ahmed Modibbo

9

9

Board Governance and Nomination Committee

Member

9

9

9

Member

6

5.

Dr. Abiodun Fatade

9

9

Board Governance and Nomination CommitteeMember

9

9

Board Finance and Investment Committee

Member

5

5

6.

Mrs Kofo Dosekun

9

9

Board Governance and Nomination CommitteeChairman

Board Audit and Risk Assessment CommitteeMember

9

6

9

6

7.	Mr. Khalifah Imam	9	9	Board Finance and Investment Committee	Member	5	5
Board Audit and Risk Assessment Committee	Member	6	6
Statutory Audit Committee	Member	4	4
8.	Dr. (Sir) Peter Aliogo	9	9	Board Finance and Investment Committee	Chairman	5	5
Board Audit and Risk Assessment Committee	Member	6	6
Statutory Audit Committee	Member	4	4
9.	Dr. Adesola Adeduntan	9	9	Board Finance and Investment Committee	Member	5	5
10.	Mr. Julius Omodayo-Owotuga	9	9	Board Finance and Investment Committee	Member	5	5
Board Governance and Nomination Committee	Member	9	9
11.	Mr. Oyewale Ariyibi	9	9	Board Finance and Investment Committee	Member	5	5
12.	*Mr. Olufemi Otedola, CON	9	2	N/A	N/A	N/A	N/A

*Mr. Olufemi Otedola, CON was appointed to the Board in July 2023 and approved at the Annual General Meeting of August 15, 2023.

Section D - Details of Senior Management of the Company

1. Senior Management:

S/No.	Names	Position Held	Gender
1.	Mr. Nnamdi Okonkwo	Group Managing Director	Male
2.	Mr. Oyewale Ariyibi	Executive Director, Finance, Investment Management and Oversight	Male
3.	Mr. Idris Shittu	Head, Risk Management and Compliance Department	Male
4.	Mr. Tolulope Oluwole	Head, Investor Relations	Male
5.	Mr. Bode Oguntoke	Head, Internal Audit	Male
6.	Mrs Opeyemi Okojie	Head, Strategy and Corporate Development	Female
7.	Mr. AdewaleArogundade	Acting Company Secretary	Male
8.	Mrs Oyinade Kuku	Head, Human Resources	Female
9.	Mr. Tunde Lawanson	Head, Marketing and Corporate Communications	Male

Principles

Reporting Questions

Explanation on application or deviationPart A - Board of Directors and Officers of the BoardPrinciple 1: Role of the Board

"A successful Company is headed by an effective Board which is responsible for 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"

i) Does the Board have an approved Charter which sets out its responsibilities and terms of reference? Yes/No

If yes, when was it last reviewed?

Yes. The Board has in place an approved Board Charter.

It was last reviewed in 2024

Principle 2: Board Structure and Composition

"The effective discharge of the responsibilities of the

i) What are the qualifications and experiences of the directors?

The Board members have the appropriate balance of skills and diversity of experience which cuts across Finance, Business Management, Accounting, Law, Insurance and Investment Banking

Board and its committees isassured by an appropriate balance of skills and diversity (including experience and gender) withoutcompromising competence,

independence and integrity "

Principle 3: Chairman

"The Chairman is responsible for providing overall leadership of the Company and the Board, and eliciting the constructive participation of all Directors to facilitate effective direction of theBoard"

Principle 4: Managing Director/ Chief Executive Officer

"The Managing Director/Chief Executive Officer is the head of management delegated by the Board to run the affairs of the Company to achieve its strategic objectives for sustainable corporate performance"

ii) Are there directors holding concurrent directorships? Yes/No

If yes, state names of the directors and the companies?

iii) Is the MD/CEO or an Executive Director a chair of any Board Committee? Yes/No

If yes, provide the names of the Committees.

Yes. Details of concurrent directorship can be found in appendix 1

Noi) Is the Chairman a member or chair of any of the Board Committees? Yes/no

If yes, list them.

ii)

At which Committee meeting(s) was the Chairman in attendance during the period under review?

Noiii) Is the Chairman an INED or a NED?

• iv) Is the Chairman a former MD/CEO or ED of the Company? Yes/No

  If yes, when did his/her tenure as MD end?

• v) When was he/she appointed as Chairman?

The Chairman, Board of Directors was appointed on December 17, 2021

vi) Are the roles and responsibilities of the

Chairman clearly defined? Yes/No

If yes, specify which document

i)Does the MD/CEO have a contract of employment which sets out his authority and relationship with the Board? Yes/No

If no, in which documents is it specified?

Yes.

The Board CharterYesii)Does the MD/CEO declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No

iii)

Which of the Board Committee meetings did the MD/CEO attend during the period under review?

Yes

Principles	Reporting Questions	Explanation on application or deviation
The Board Nomination and Governance Committee (Not a Member)
iv)Is the MD/CEO serving as NED in any other company? Yes/no. If yes, please state the company(ies)?	Yes. 1. First Bank of Nigeria Limited 2. FBNQuest Merchant Bank Limited
v)Is the membership of the MD/CEO in these companies in line with the Board-approved policies? Yes/No	Yes
Principle Directors 5:Executive Executive Directors support the Managing Director/Chief Executive Officer in the operations and management of the Company	i)Do the EDs have contracts of employment? Yes/no	Yes. The ED has a contract of employment
ii)If yes, do the contracts of employment set out the roles and responsibilities of the EDs? Yes/No If no, in which document are the roles and responsibilities specified?	Yes
iii)Do the EDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes
iv) Are there EDs serving as NEDs in any other company? Yes/No If yes, please list	Yes The ED served on the Board of FBN Quest Capital Limited. He however resigned effective November 2023 in line with the CBN Corporate Governance Guidelines.
v)Are their memberships in these companies in line with Board-approved policy? Yes/No	Yes
Principle Directors 6:Non-Executive Non-Executive Directors bring to bear their knowledge, expertise and independent judgment on issues of strategy and performance on the Board	i)Are the roles and responsibilities of the NEDs clearly defined and documented? Yes/No If yes, where are these documented?	Yes. The roles of the Non-Executive Directors are defined in the Board Charter
ii)Do the NEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No	Yes
iii)Do the NEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes. Directors are required to declare interest annually, at every quarterly Board of Directors meeting and as they occur.
iv)Are NEDs provided with information relating to the management of the company and on all Board matters? Yes/No If yes, when is the information provided to the NEDs	Yes. At Quarterly meetings and as may be required.
v)What is theprocess ofcompleteness and information provided? adequacyensuring of the	A thorough review of documents is usually done by Management prior to circulation of same to Directors.
vi)Do NEDs have unfettered access to the Eds, Company Secretary and the Internal Auditor? Yes/No	Yes
Principle 7: Independent Non-Executive Directors Independent Non-Executive Directors bring a high degree of objectivity to the Board for	i) Do the INEDs meet the independence criteria prescribed under Section 7.2 of the Code? Yes/No	Yes
ii) Are there any exceptions?	No
Principles	Reporting Questions	Explanation on application or deviation
sustaining stakeholder trust and confidence"	iii) What is the process of selecting INEDs?	Nominated candidates are considered by the Board Governance and Nomination Committee, Background checks are also conducted to ensure compliance with the Code
iv) Do the INEDs have letters of appointment specifying their duties, liabilities and terms of engagement? Yes/No	Yes
v) Do the INEDs declare any conflict of interest on appointment, annually, thereafter and as they occur? Yes/No	Yes
vi) Does the Board ascertain and confirm the independence of the INEDs? Yes/No If yes, how often? What is the process?	Yes. Bi-annually Due diligence checks are conducted in appropriate departments within the Group and with the Registrars, to ensure continued independence of the INEDs
vii) Is the INED a Shareholder of the Company? Yes/No If yes, what is the percentage shareholding?	No
viii) Does the INED have another relationship with the Company apart from directorship and/or shareholding? Yes/No If yes, provide details.	No
ix) What are the remuneration? componentsofINEDs	Directors fees and Sitting Allowance
Principle Secretary 8:Company "The Company Secretary support the effectiveness of the Board by assisting the Board and management to develop good corporate governance practices and culture within the Company"	i) Is the Company Secretary in-house or outsourced?	The Acting Company Secretary is in-house
ii) What is the qualification and experience of the Company Secretary?	The Acting Company Secretary has over 30 years post-call experience as a Barrister and Solicitor of the Supreme Court of Nigeria. He holds LLB and B.L Degrees. He has also attended several trainings in renowned institutions.
iii) Where the Company Secretary is an employee of the Company, is the person a member of senior management?	The Acting Company Secretary is a member of the Senior Management.
iv) Who does the Company Secretary report to?	The Chairman, Board of Directors
v) What is the appointment and removal process of the Company Secretary?	The appointment and removal process is in line with the provisions of the Companies and Allied Matters Act
vi) Who undertakes and approves the performance appraisal of the Company Secretary?	The Chairman, Board of Directors with contribution from the GMD.
Principle 9: Access Independent Advice to "Directors are sometimes required to make decisions of a technical and complex nature that may require independent expertise" external	i) Does the company have a Board-approved policy that allows directors access to independent professional advice in the discharge of their duties? Yes/No If yes, where is it documented?	Yes. This is documented in the Board Charter
ii) Who bears the cost for the independent professional advice?	The Company bears the cost of any independent professional advice
iii) During the period under review, did the Directors obtain any independent professional advice? Yes/No If yes, provide details.	Yes The advice of an independent professional was sought on review of governance documents,capital raising exercise and Annual General Meeting.
Principles	Reporting Questions	Explanation on application or deviation
Principle 10: Meetings of the Board "Meetings are the principal vehicle for conducting the business of the Board and successfully fulfilling the strategic objectives of the Company"	i) What is the process for reviewing and approving minutes of Board meetings?	Minutes are sent to directors within a reasonable period after the meeting for review and comments. The reviewed minutes are subsequently presented and adopted at the next Board meeting
ii) What are the timelines for sending the minutes to Directors?	Minutes are sent to directors within three weeks after the Meeting
iii) What are the implications for Directors who do not meet the Company policy on meeting attendance?	This is taken into consideration during reelection of Directors
Principle Committees 11:Board "To ensure efficiency and effectiveness, the Board delegates some of its functions, duties and responsibilities to well-structured committees, without abdicating its responsibilities"	i) Do the Board Committees have Board-approved Charters which set out their responsibilities and terms of reference? Yes/No	Yes
ii) What is the process for reviewing and approving minutes of Board Committee of meetings?	Minutes are sent to Committee members within a reasonable period after the meeting for review and comments. The reviewed minutes are subsequently presented and adopted at the next Board Committee meeting
iii) What are the timelines for sending the minutes to the directors?	Minutes are sent to directors within three weeks after the Meeting
iv) Who acts as Secretary to board committees?	The Acting Company Secretary
v) What Board Committees are responsible for the following matters? a) Nomination and Governance b) Remuneration c) Audit d) Risk Management	a) Board Governance Committee b) Board Governance Committee and andNomination Nomination c) Board Audit and Committee Risk Assessment d) Board Audit and Committee Risk Assessment
vi) What is the process of appointing the chair of each committee?	The Chairman of each committee is appointed by the Board of Directors
Committee responsible for Nomination and Governance
vii) What is the proportion of INEDs to NEDs on the Committee responsible for Nomination and Governance?	The proportion of INEDs to NEDs is 4:1. 4 INEDs and 1 NED
viii) Is the chairman of the Committee a NED or INED?	The Chairman of the Committee is an Independent Non-Executive Director
ix) Does the Company have a succession plan policy? Yes/No If yes, how often is it reviewed?	Yes. The policy is reviewed every two years
x) How often are Board and Committee charters as well as other governance policies reviewed?	Board and Committee Charters as well as other governance policies are reviewed every two years
xi) How does the committee report on its activities to the Board?	The Committee Chairman reports the activities of the Committee at Board meetings
Committee responsible for Remuneration
xii) What is the proportion of INEDs to NEDs on the Committee responsible for Remuneration?	The Committee responsible for remuneration is the Board Governance and Nomination Committee. The proportion of INEDs to NEDs is 4:1.
xiii) Is the chairman of the Committee a NED or INED ?	The Chairman is an Independent Non- Executive Director

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