Regulatory Alerts2025-07-01
Guidance Note on Board Appointments and Director Tenure for Capital Market Operators and Public Companies
The Nigerian Securities and Exchange Commission issued this guidance to mandate enhanced board governance for Capital Market Operators and Public Companies, specifically prohibiting the transmutation of Independent Non-Executive Directors into Executive roles within the same entity or group. The directives establish a maximum ten-year individual and twelve-year group board tenure limit, alongside a mandatory three-year cooling-off period before former executives may assume the Chairmanship for up to four years. These requirements apply immediately and mandatorily to Financial Market Infrastructures classified as Significant Public Interest Entities, while Public Companies must adhere to the 2018 Nigerian Code of Corporate Governance and other operators are encouraged to adopt them as best practice.