Corporate Governance Policy

First City Monument Bank Limited (the Bank) remains committed to institutionalizing corporate governance principles as part of the FCMB Group corporate structure. We continue to ensure adherence to the implementation of corporate governance rules of the Central Bank of Nigeria and other Regulatory Agencies.

As in the past, the Board of Directors of the Bank (the Board) continues to operate in line with its responsibilities as contained in Regulatory Codes of Corporate Governance, the Bank's Articles of Association, and the Companies and Allied Matters Act. The Board's oversight of the operations and activities of the Bank are carried out transparently without undue influence.

Fair value corporate governance depends on the quality and integrity of our directors. Consequently, the Bank has undertaken to create the institutional framework conducive for defending the integrity of our directors and is convinced that on account of this, the Board is functioning in a highly effective manner. We will continue to challenge ourselves to improve in areas where the need for improvement is identified.

Service and Related Party Contracts

To efficiently synergize output, avoid unnecessary duplication of functions, and harmonize resources for optimum performance within the Bank, 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 FCMB Group Plc, 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 entities.

Summary Of Insider Trading Policy

All insider related credit applications (loans to Assistant Vice President and above, their relations or companies in which they are Officers, Directors, or have financial interest) irrespective of size would be approved in line with approval limit and approved by the Board Credit Committee.

These also include all consumer loans approved for these officers/directors. The requirement above shall not apply to credits extended to employees under their employment scheme of service or the HR policy of the bank i.e., Staff loans. Current ratio is 60% of paid-up capital subject to change as defined by regulators from time to time.

No staff of the bank shall be granted unsecured loans and advances in excess of one year’s emolument to such employee.

The bank will not lend more than 5% of its paid-up capital to any of its directors or significant shareholders provided that the aggregate of the bank’s exposure to all its directors and significant shareholders does not exceed 10% of its paid-up share capital or as may be prescribed by the Central Bank of Nigeria from time to time.

All loans to companies within the same group or related to the Bank shall be treated at arm’s length and therefore shall be subject to the provisions of the credit policy manual.

Summary of Related Party Transaction Policy

 All related party transactions shall be subjected to proper scrutiny because such transactions can present potential or actual conflicts of interest and create the appearance that decisions are based on considerations other than the best interests of the Bank and its stakeholders.

A "Related Party Transaction" is any transaction directly or indirectly involving any Related Party that would need to be disclosed in line with Corporate Governance dictates.

"Related Party" means any of the following::

• a Director (which term when used herein includes any Director nominee),
• an Executive Officer, a person known by the Company to be the beneficial owner of more than 5% of the Company's shareholding (a "5% stockholder"),
• a person known by the Company to be an immediate family member of any of the foregoing.

"Immediate family member" means a child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in- law, or sister-in-law of such director, executive officer, nominee for director or beneficial owner, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee for director or beneficial owner.”