“An effective whistle-blowing framework for reporting any illegal or unethical behavior minimizes the Company’s exposure and prevents recurrence.” Principle 19, Nigerian Code of Corporate Governance, 2018. Whistle-blowing is generally defined as the disclosure by members of an organization (former or current) of illegal, immoral or illegitimate practices under the control of their employers, to persons […]
In recent years, cases of corporate failure have highlighted the need to look beyond the assurance provided by external audit and the oversight role of the Statutory Audit Committee with respect to the Board’s responsibility for risk management, control, and the entire governance framework. Attention has been focused on strengthening internal governance infrastructure that will […]
Risk is an underlying factor in every business and can be defined as the probability or threat of damage, injury, liability, loss, or any other negative occurrence that is caused by external or internal vulnerabilities. ISO Guide 73 defines risk as the effect of uncertainty on objectives which may be positive, negative or a deviation […]
Principle 16 of the Nigerian Code of Corporate Governance 2018 (NCCG) deals with Remuneration Governance and provides that “The Board ensures that the Company remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term.” Remuneration Governance is one of the most […]
“Institutionalizing a system for evaluating the Company’s corporate governance practices ensures that its governance standards, practices and processes are adequate and effective.” In addition to the performance evaluation of the Board, the Nigerian Code of Corporate Governance, 2018 recommends an annual corporate governance evaluation. Essentially an audit of the Company’s governance standards, practices and processes […]
“Annual Board evaluation assesses how each Director, the Committees of the Board and the Board are committed to their roles, work together and continue to contribute effectively to the achievement of the Company’s objectives.” Principle 14, Nigerian Code of Corporate Governance, 2018 (NCCG). An effective Board of Directors is a critical factor in ensuring a […]
A robust onboarding programme for new Directors is imperative for a smooth integration to the Board and an understanding of the business of the Company. Principle 13 of the Nigerian Code of Corporate Governance 2018 (“the Code”, “NCCG Code”) provides that “A formal induction programme on joining the Board as well as regular training assists […]
“A written, clearly defined, rigorous, formal and transparent procedure serves as a guide for the selection of Directors to ensure the appointment of high-quality individuals to the Board.” Principle 12, Nigerian Code of Corporate Governance, 2018 (NCCG). The fate of an enterprise, shareholders, customers and other stakeholders is to a large extent dependent on the […]
An effective Board is the hallmark of good Corporate governance. Board Committees enables the Board achieve greater efficiency in the performance of its oversight functions and strengthening the governance structure. Principle 11 of the Nigerian Code of Corporate Governance 2018 provides that “to ensure efficiency and effectiveness, the Board delegates some of its functions, duties […]
“Meetings are the linchpin of everything. If someone says you have an hour to investigate a company, I wouldn’t look at the balance sheet. I’d watch the executive team in a meeting for an hour. If they are clear and focused and have the board on the edge of their seats, I’d say this is […]