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

we hold the considered view that these overlapping dual powers may cause operational conflict between both committees, which ultimately will not be in the best interest of the company.

Internal Audit Functions:

Contrary to other Codes of Corporate Governance that recognize that the Head of Internal Audit of a company needs not be an employee of the company, the Code seeks to review the discretion of companies to outsource its internal audit functions to external auditors[36]. Specifically, the Code provides that the head of the internal audit function shall be a member of senior management[37].

Risk Management and Audit (Whistleblowing):

The Code prescribes that all private companies shall henceforth have a whistle-blowing policy, which shall be known to employees, stakeholders (such as contractors, customers, service providers, creditors, shareholders, job applicants and the general public)[38]. In addition, the Code provides that the establishment and implementation of a whistle blowing policy for reporting any illegal or unethical behavior (with or without the knowledge or involvement of the company’s external auditors) shall now be the responsibility of the Board; which shall also accord priority to the policy and continually reaffirm its support for, and commitment to, the company’s whistle-blower protection mechanism[39].  Furthermore, the Code provides that the responsibility for summarizing, collating and reviewing reported cases, cases investigated, the process of investigation and the results of the investigations, rests with the head of internal audit function, who is obliged to bring it to the notice of the Statutory and/or Board Audit Committees[40].

Whistle-blowers are now, by the Code enjoined, to disclose any information connected with the activities of companies, which indicate that (i) an offence is about to be, is being or has been committed; (ii) a person has failed to comply with any laws, internal policies and procedures, etc; or (iii) someone has concealed any matter falling within (i) or (ii) above.

Any disclosure by a whistle-blower must be (i) in respect of matters which he believes to be true; (ii) reasonable; (iii) made in good faith; and (iv) one that can be investigated[41]. Pursuant to the Code, a cloak of confidentiality is to be deployed when dealing with all disclosures resulting from whistle-blowing and the identity of the whistle-blower[42].

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[36] Section 19.4(b) of the Code
[37] Section 17.15 of the Code
[38] Section 18.3 of the Code
[39] Section 18.4 of the Code
[40] Sections 18.6  and 18.7 of the Code
[41] Section 18.9 of the Code
[42] Section 18.10 of the Code