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.) | Tolulope.O.Oluwole@fbnholdings.com 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.
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FBN Holdings plc published this content on 28 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2023 16:08:06 UTC.