Unifying Nigeria's Sectoral Corporate Governance Regimes Through A National Code Of Corporate Governance For The Private Sector

Private companies shall also recognize corruption as a major threat to business and to national development and therefore as a sustainability issue for businesses in Nigeria. Companies, boards and individual directors are mandatorily enjoined to commit themselves to transparent dealings and to the establishment of a culture of integrity and zero tolerance of corruption and corrupt practices[67].

Transparency:

All private companies shall make full disclosures of all matters specified in the Code[68]. The Boards of all private companies shall, henceforth, report annually on the nature and extent of its social, ethical, safety, health and environmental policies and practices.

Companies shall strive to achieve international best practices and therefore engage in full disclosure of all matters set out in the Code.

Particularly, the Code provides that the Board of every company shall ensure that the company’s annual report includes a corporate governance report that conveys to stakeholders, clear information on the strength of the company’s governance structures, policies and practices[69]. The report shall include the company’s sustainability policies and programmes covering social issues such as corruption, community service, including environmental protection, HIV/AIDS and matters of general corporate social responsibility[70].

Every company shall carry out a Corporate Governance Evaluation annually, which shall be facilitated by an independent external consultant, who must be registered by the regulator for this purpose[71]. The Corporate Governance Evaluation shall not be undertaken by the company’s external auditor or a firm related to the external auditor[72].

Also, the report of the evaluation shall be presented at the company’s annual general meeting and a copy of the report sent to FRCN and made accessible on the investors’ portal of the company[73].

All private companies shall adopt and implement a communications policy that enables the Board and Management to communicate, interact with and disseminate information regarding the operations and management of the company to shareholders, stakeholders and the general public[74].

In addition, companies shall ensure shareholders have equal access to the company’s information and to this end, the Board shall establish websites and investors’ portals, where the communication policy as well as the company’s annual reports for a minimum of five (5) immediately preceding years, and other relevant information about the company, shall be published and made accessible in downloadable format to the public[75].

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[67] Section 32.2 of the Code
[68] Section 33.1 of the Code
[69] Section 33.4 of the Code
[70] Section 33.4 (p) of the Code
[71] Section 34.1 of the Code
[72] Section 34.2 of the Code
[73] Section 34.3 of the Code
[74] Section 35.1 of the Code
[75] Section 35.4 of the Code