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1. Acknowledgement and Certification by Directors
In compliance with the Code Of Business Conduct And Ethics For Directors of FMDQ Group PLC (‘’Code’), Directors are required to complete this Code of Conduct Declaration. Directors are also required by law to declare any conflict of interest, other directorships, and shareholding in the Company.
Kindly contact the Secretariat by mail via groupcs@fmdqgroup.com if you require any clarification on any aspect of this Declaration.
I hereby confirm that I have read, understood, and agree to abide by the Code. I undertake to comply with the Code including any additions, amendments or replacement which may be made from time to time throughout the period of my directorship.
I understand that I am responsible for the implementation of and compliance with the Code in carrying out my duties as a director.
2. Director’s Information
I understand that I am to declare any conflict of interest I may have in this form or at any point in time when such conflict arises during the course of the year. Thus, in line with FMDQ’s Conflict of Interest Policy, I hereby give notice that I am interested in the companies/enterprises listed hereunder where I hold Directorship positions
4. Details of Other Directorships
3. Details of Shareholding Interest
All institutions where I and my immediate family have significant shares (>0.1%) and my shareholdings therein are listed below:
I am to be regarded as interested in any transaction that the FMDQ Group PLC may enter with those companies/enterprises.
I hereby declare that the information set out above is true and declared in good faith.
1. Annual Declaration by Independent Non-Executive Directors
In compliance with the provisions of the Nigeria Code of Corporate Governance (the “NCCG”) and the Securities and Exchange Commission’s Corporate Governance Guidelines (“’SECGG”) together, the “Codes”, Independent Non-Executive Directors (“INEDs”) are required to annually confirm their continued independence as INEDs of companies on whose Board they serve as independent directors.
This form once filled and executed would serve as the requisite confirmation of independence in respect of your directorship in FMDQ Group PLC (“the “Company”) for the year 2024.
Please carefully read this document and provide appropriate responses before signing. Kindly contact the Secretariat by mail via groupcs@fmdqgroup.com if you require any clarification on any aspect of this Declaration.
Please tick the appropriate box (“Yes” / “No”) applicable to you as an Independent Non-Executive Director:
In compliance with the Code Of Business Conduct And Ethics For Directors of FMDQ Group PLC (‘’Code’), Directors are required to complete this Code of Conduct Declaration. Directors are also required by law to declare any conflict of interest, other directorships, and shareholding in the Company.
Kindly contact the Secretariat by mail via groupcs@fmdqgroup.com if you require any clarification on any aspect of this Declaration.
I hereby confirm that I have read, understood, and agree to abide by the Code. I undertake to comply with the Code including any additions, amendments or replacement which may be made from time to time throughout the period of my directorship.
I understand that I am responsible for the implementation of and compliance with the Code in carrying out my duties as a director.
In compliance with the provisions of the Nigeria Code of Corporate Governance (the “NCCG”) and the Securities and Exchange Commission’s Corporate Governance Guidelines (“’SECGG”) together, the “Codes”, Independent Non-Executive Directors (“INEDs”) are required to annually confirm their continued independence as INEDs of companies on whose Board they serve as independent directors.
This form once filled and executed would serve as the requisite confirmation of independence in respect of your directorship in FMDQ Group PLC (“the “Company”) for the year 2024.
Please carefully read this document and provide appropriate responses before signing. Kindly contact the Secretariat by mail via groupcs@fmdqgroup.com if you require any clarification on any aspect of this Declaration.
Please tick the appropriate box (“Yes” / “No”) applicable to you as an Independent Non-Executive Director:
S/N
INDEPENDENCE CRITERIA
YES
NO
1.
Do you have any material shareholding value (either material to the holder or in excess of 0.01% of the Company’s paid-up capital) that can impair independence?
2.
Do you represent a shareholder that has the ability to control or significantly influence the Management of the Company?
3.
Are you an employee or a former employee of the Company or Group within the last five (5) years?
4.
Are you a close family member to any of the Company’s Directors, advisers, senior employees, consultants, auditors, creditors, suppliers, customers or substantial shareholders?
5.
Has there been any material business relationship between you and the Company within the last five (5) years either directly, or as a partner, shareholder, or senior employee of a body that has, or has had, such a relationship with the Company?
6.
Have you served at directorate level or above at the Company’s regulator within the last three (3) years?
7.
Are you a partner or an executive of the Company’s statutory audit firm, internal audit firm, legal or other consulting firm that have material association with the Company?
8.
Do you render any professional, consultancy or other advisory services to the Company or the Group, other than in the capacity of a Director?
9.
Do you receive, and have you received additional remuneration from the Company apart from a director’s fee and allowances?
10.
Do you participate in the Company’s share option or a performance-related pay scheme?
11.
Are you a member of the Company’s pension scheme?
12.
Have you served on the Board for more than nine years from the date of your first appointment?
Confirmation and Undertaking
Having responded to the above questions in negatory terms, I hereby
a) Declare that I have satisfied all the independence requirements for Independent Non-Executive Directors under the Codes;
b) Confirm my independence as an Independent Non-Executive Director of the Company; and
c) Undertake to maintain objectivity and exercise independent judgment in my role as an Independent Non-Executive Director of the Company.
Having responded to the above questions in negatory terms, I hereby
a) Declare that I have satisfied all the independence requirements for Independent Non-Executive Directors under the Codes;
b) Confirm my independence as an Independent Non-Executive Director of the Company; and
c) Undertake to maintain objectivity and exercise independent judgment in my role as an Independent Non-Executive Director of the Company.