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

By this harmonization, it would appear that various sector-specific regulators such as the CBN, the National Pension Commission, the National Insurance Commission, the SEC, and other self-regulatory organisations and apex-regulatory bodies shall, henceforth, apply only the Code as their general guidelines for corporate governance. Nonetheless, these regulators are permitted to issue sector specific supplementary guidelines on sector-centric matters relating to corporate governance, to the extent such guidelines do not conflict with the provisions of the Code. In cases of conflict between the Code and other sector specific supplementary guidelines, the provisions of the Code shall prevail.

Board of Directors

The Code provides rules and principles on matters such as:

  • The Main Purpose of the Board of Directors[6] (the “Board”);

  • Responsibilities of the Board[7];

  • Board Structure and Composition[8] (including additional disclosure requirements of directors);

  • Meetings of the Board[9];

  • Board Committees[10];

  • Appointments to the Board[11];

  • Tenure and Re-election of Directors[12]; and

  • Performance Evaluation[13].

Specifically, the Code provides that the minimum number of directors on a Board shall be eight (8) directors at any given time[14], with the number of non-executive directors on the board not being less than two-thirds of the total members of the Board; and the number of independent non- executive directors not being less than half of the number of non- executive directors on the Board.

The Code goes further to prescribe that, without prejudice to the minimum number of directors and the ratios of non-executive directors to independent non-executive directors on the Board, the Boards of 



[6] Section 3 of the Code
[7] Section 4 of the Code
[8] Section 5 of the Code
[9] Section 7 of the Code
[10] Section 8 of the Code
[11] Section 9 of the Code
[12] Section 14 of the Code
[13] Section 15 of the Code
[14] Section 5.4 of the Code