Introduction

At CFG-Holdings Plc, we recognize the importance of adhering to the African Corporate Governance Network (ACGN) Guidelines as part of our commitment to promoting transparency, accountability, and ethical business practices. Our governance framework aims to enhance stakeholder confidence and contribute to the sustainable development of our organization and the broader African economy.

1. Leadership and Culture
   1.1 Board Leadership
   • The Board of Directors will provide effective leadership and set the tone for the company’s governance culture, ensuring alignment with ACGN principles.
   • Board members will be selected based on their skills, experience, and integrity, fostering a diverse and inclusive leadership team.

1.2 Organizational Culture
• CFG-Holdings will cultivate an organizational culture that promotes ethical behavior, integrity, and accountability at all levels.
• Employees will be encouraged to speak up about unethical behavior without fear of retaliation, fostering an environment of openness and transparency.

2. Stakeholder Engagement
   2.1 Engagement with Stakeholders
   • We will actively engage with stakeholders, including shareholders, employees, customers, and the community, to understand their expectations and concerns.
   • Regular communication will be established to ensure that stakeholders are informed about the company’s performance, governance practices, and strategic direction.

2.2 Respect for Stakeholder Rights
• CFG-Holdings is committed to respecting the rights of all stakeholders, ensuring their views are considered in corporate decision-making processes.
• We will implement mechanisms for addressing stakeholder grievances and resolving conflicts in a fair and timely manner.

3. Transparency and Disclosure
   3.1 Commitment to Transparency
   • CFG-Holdings will ensure that all material information is disclosed promptly and accurately to stakeholders, promoting transparency in our operations.
   • We will adhere to applicable laws and regulations regarding disclosure, ensuring compliance with the ACGN guidelines.

3.2 Financial Reporting
• The company will prepare and present financial statements in accordance with International Financial Reporting Standards (IFRS), providing a true and fair view of our financial position.
• Regular financial reporting will be made available to stakeholders, enhancing their ability to make informed decisions.

4. Board Composition and Independence
   4.1 Diversity on the Board
   • CFG-Holdings will strive to achieve diversity in board composition, considering factors such as gender, ethnicity, and professional backgrounds to enrich board discussions and decision-making.
   • The board will include independent directors who do not have any material relationship with the company that could compromise their impartiality.

4.2 Board Committees
• We will establish key board committees, including Audit, Risk, Remuneration, and Nominations Committees, to enhance oversight and accountability in specific areas of governance.
• Each committee will operate with clearly defined terms of reference and report regularly to the board.

5. Risk Management and Internal Controls
   5.1 Comprehensive Risk Management Framework
   • CFG-Holdings will implement a robust risk management framework to identify, assess, and manage risks that may impact the achievement of our strategic objectives.
   • The board will oversee the risk management practices to ensure that risks are effectively managed in accordance with the company’s risk appetite.

5.2 Internal Control Systems
• We will maintain strong internal control systems to safeguard company assets, ensure compliance with laws and regulations, and enhance the integrity of financial reporting.
• The effectiveness of internal controls will be regularly reviewed by the Audit Committee.

6. Ethical Conduct and Compliance
   6.1 Code of Ethics
   • CFG-Holdings will develop and implement a comprehensive Code of Ethics to guide employees in making ethical decisions and conducting business with integrity.
   • The code will cover issues such as conflict of interest, bribery, corruption, and whistleblower protections.

6.2 Compliance Monitoring
• We will establish mechanisms to monitor compliance with the Code of Ethics and relevant regulations, ensuring that violations are addressed promptly and effectively.
• Training programs will be conducted regularly to raise awareness of ethical standards and compliance requirements among employees.

Conclusion
CFG-Holdings Plc is committed to upholding the principles set forth in the African Corporate Governance Network (ACGN) Guidelines. By fostering a culture of transparency, accountability, and ethical conduct, we aim to build trust with our stakeholders and contribute to the sustainable growth of our organization and the African economy.