Introduction

At CFG-Holdings Plc, we are committed to upholding the highest standards of corporate governance to ensure the sustainable growth of our company and the protection of stakeholder interests. Our governance framework is based on the OECD Principles of Corporate Governance, which emphasize transparency, accountability, fairness, and responsibility across all business activities.

1. Shareholder Rights and Equitable Treatment

1.1 Protection of Shareholder Rights

• CFG-Holdings is committed to protecting the rights of all shareholders, including minority and foreign shareholders.
• Shareholders have the right to participate in key company decisions, such as electing board members and approving major transactions.
• Shareholders are entitled to timely and accurate information on company performance, strategy, and governance practices.

1.2 Equitable Treatment of Shareholders

• All shareholders will be treated equitably and fairly. No shareholder will receive preferential treatment at the expense of others.
• CFG-Holdings will implement effective mechanisms to prevent insider trading, market manipulation, or any unfair practices that may harm shareholder interests.

1.3 Voting Rights

• Shareholders have the right to vote on all fundamental corporate changes. Voting procedures will be clear, transparent, and accessible to all shareholders.

2. Disclosure and Transparency

2.1 Financial and Operational Reporting

• CFG-Holdings will adhere to the International Financial Reporting Standards (IFRS) to ensure transparent and consistent financial reporting across all subsidiaries.
• We will disclose financial and operational performance, governance practices, and material information that may impact stakeholder decision-making.

2.2 Timely Disclosure

• We commit to disclosing all material information on a timely basis, including information on company strategy, risks, performance, and governance structures.

2.3 Communication with Stakeholders

• We will ensure open and transparent communication with all stakeholders, including shareholders, employees, regulators, and the public.
• CFG-Holdings will publish an annual report and hold regular shareholder meetings to discuss business performance, governance practices, and key strategic decisions.

3. Board Responsibilities and Independence

3.1 Role of the Board of Directors

• The Board of Directors is responsible for overseeing the management of CFG-Holdings in the best interest of shareholders and stakeholders.
• The board will provide strategic guidance, monitor management performance, and ensure the company adheres to high ethical standards.

3.2 Independence of the Board

• A majority of the board members will be independent, non-executive directors to ensure objective decision-making and accountability.
• Independent directors will not have any material relationships with the company that may compromise their judgment.

3.3 Board Committees

• CFG-Holdings will establish independent board committees, including an Audit Committee, Risk Committee, Remuneration Committee, and Nomination & Governance Committee, to enhance the oversight of specific functions.

3.4 Skills and Experience

• The board will consist of individuals with diverse skills, experience, and expertise relevant to the company's business sectors, including financial services, capital markets, and risk management.

4. Accountability to Stakeholders

4.1 Corporate Social Responsibility (CSR)

• CFG-Holdings is committed to operating ethically and contributing to the social and economic development of the communities in which we operate.
• We will integrate Environmental, Social, and Governance (ESG) principles into our business strategy to ensure long-term sustainability.

4.2 Stakeholder Engagement

• We will engage with stakeholders regularly to understand their concerns and ensure that our business practices align with their expectations.
• CFG-Holdings will uphold the highest standards of ethical conduct, ensuring that we manage stakeholder relationships transparently and fairly.

5. Risk Management and Internal Control

5.1 Risk Management Framework

• CFG-Holdings will implement a robust Risk Management Framework to identify, assess, and mitigate operational, financial, strategic, and ESG risks.
• The board will oversee the company’s risk management practices to ensure that risks are managed in line with the company's objectives.

5.2 Internal Controls

• The company will establish strong internal controls to safeguard assets, ensure compliance with regulations, and maintain the integrity of financial reporting.
• The Audit Committee will monitor the effectiveness of internal controls and review the performance of internal and external auditors.

5.3 Compliance with Laws and Regulations

• CFG-Holdings is committed to complying with all applicable laws and regulations in the countries where we operate.
• The company will establish a robust compliance program to ensure adherence to relevant laws, including anti-corruption, anti-money laundering, and corporate governance regulations.

6. Sustainability and Long-Term Value Creation

6.1 Environmental and Social Responsibility

• CFG-Holdings is dedicated to minimizing the environmental impact of its operations and contributing positively to society.
• We will implement sustainable business practices, including responsible resource management, reducing carbon emissions, and promoting diversity and inclusion.

6.2 Long-Term Value Creation

• CFG-Holdings will focus on creating long-term value for shareholders and stakeholders by investing in innovation, technology, and sustainable growth initiatives.
• The board will review the company’s long-term strategy regularly to ensure alignment with market trends and stakeholder expectations.

Conclusion

CFG-Holdings Plc is committed to maintaining the highest standards of corporate governance, aligned with the OECD Principles of Corporate Governance. We believe that strong governance, transparency, and accountability are essential to building trust with our stakeholders and ensuring the sustainable growth of our company across Africa.