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


The FRCN, which was established under the Financial Reporting Council of Nigeria Act, 2011 (“FRCN Act”), to replace the defunct Nigerian Accounting Standards Board, is charged with the “responsibility for, among other things, developing and publishing accounting and financial reporting standards to be observed in the preparation of financial statement of public entities in Nigeria; and for related matters”. Specifically, under section 7 of the FRCN Act, the FRCN is given the powers to do all things necessary for or in connection with the performance of these functions.

The FRCN is permitted to issue rules and guidelines for the purpose of:

  • implementing auditing and accounting standards;

  • ensuring good corporate governance practices in the public and private sectors of the Nigerian economy;

  • harmonizing activities of relevant professional and regulatory bodies as relating to Corporate Governance and Financial Reporting; and

  • establishing a Directorate of Corporate Governance.[1]

Additionally, the Directorate of Corporate Governance, established under Section 23 of the FRCN Act, is mandated among other things to:

  • develop principles and practices of corporate governance;

  • promote the highest standards of corporate governance;

  • promote public awareness about corporate governance principles and practices; and

  • on behalf of Council, act as the national coordinating body responsible for all matters pertaining to corporate governance[2].

In pursuance of the FRCN Act, on the 17th of January 2013, the Honourable Minister of Trade and Investment directed the Steering Committee on the National Code of Corporate Governance (“the Steering Committee”) to develop a code for the private and public sectors and subsequently, on the 29th of November 2013, a further directive was issued for the scope of the corporate governance code to be extended to the Not-For-Profit sector of the economy.



[1] Sections 8(2), 11(c), 11(e) and 23 of the FRCN Act
[2] Section 50 of the FRCN Act