CODE OF CORPORATE GOVERNANCE FOR PUBLIC COMPANIES IN NIGERIA

A Code that sets standards for corporate governance in public companies, covering board composition, transparency, and shareholder rights. It targets companies on the Nigerian Exchange and their directors. This improves accountability and attracts investment.

What Is This Policy?

A comprehensive corporate governance code establishing standards for the board composition, accountability, transparency, and shareholder rights of publicly listed companies in Nigeria.

Who Does It Target?

All companies listed on the Nigerian Exchange Group (NGX) Company directors, secretaries, and senior management Shareholders and institutional investors SEC and FRC as regulatory enforcers

What Does It Aim to Achieve?

Improve the governance and accountability of Nigerian public companies, protect shareholder interests, attract domestic and foreign investment, and align with international corporate governance standards.

Key Features

Board Composition: Requires independent non-executive directors to form a significant proportion of the board. Audit Committee: Mandates an independent audit committee to oversee financial reporting and internal controls. Remuneration Disclosure: Requires full disclosure of executive and director remuneration in the annual report. Shareholder Rights: Protects minority shareholder rights and promotes equitable treatment of all shareholders.

Current Status

Rollout Stage: Active Coverage: All publicly listed companies in Nigeria Beneficiaries: Shareholders, investors, and capital market integrity Funding: Market-funded compliance costs

How to Access

Public companies must comply with the Code as a listing requirement Annual corporate governance reports must be filed with SEC and NGX Boards must conduct periodic governance self-assessments Application method: Compliance is mandatory for all listed companies; engage SEC or FRC for guidance.

Important Terms

Non-compliance may result in SEC sanctions and NGX suspension The Code is principles-based; companies must explain deviations in their annual reports Companies transitioning to public status must comply from listing date

Official Resources

Website: https://www.sec.gov.ng Contact: Securities and Exchange Commission (SEC) / Financial Reporting Council (FRC)

Legal Framework

Issued under the regulatory powers of the Securities and Exchange Commission (SEC) and the Financial Reporting Council of Nigeria (FRC) pursuant to the Investments and Securities Act 2025 (formerly ISA 2007) and the Financial Reporting Council Act 2011. Operates alongside the Companies and Allied Matters Act (CAMA) 2020, the NGX Exchange Listing Rules, and the Banks and Other Financial Institutions Act (BOFIA) 2020. Aligns with G20/OECD Principles of Corporate Governance and IOSCO standards.