CODE OF CORPORATE GOVERNANCE FOR PUBLIC COMPANIES IN NIGERIA

INTRODUCTION

It is generally agreed that weak corporate governance has been responsible for some recent corporate failures in Nigeria. It is generally agreed that weak corporate governance has been responsible for some recent corporate failures in Nigeria.

PART A - APPLICATION OF THE CODE

1.1 The Code of Corporate Governance shall apply to the following entities: (a) All public companies whose securities are listed on a recognised securities exchange in Nigeria; (b) All companies seeking to raise funds from the capital market through the issuance of securities or seeking listing by introduction; (c) All other public companies. 1.1 The Code of Corporate Governance shall apply to the following entities: (a) All public companies whose securities are listed on a recognised securities exchange in Nigeria; (b) All companies seeking to raise funds from the capital market through the issuance of securities or seeking listing by introduction; (c) All other public companies.

PART B - THE BOARD OF DIRECTORS

2.1 The Board is accountable and responsible for the performance and affairs of the company. 2.1 The Board is accountable and responsible for the performance and affairs of the company.

5.1(b) For all public companies with listed securities, the positions of the Chairman of the Board and Chief Executive Officer shall be separate and held by different individuals. 5.1(b) For all public companies with listed securities, the positions of the Chairman of the Board and Chief Executive Officer shall be separate and held by different individuals.

PART E - RISK MANAGEMENT AND AUDIT

29.1 The Board is responsible for the process of risk management. 29.1 The Board is responsible for the process of risk management.

30.1 Every public company is required under Section 359 (3) and (4) of the CAMA to establish an audit committee. 30.1 Every public company is required under Section 359 (3) and (4) of the CAMA to establish an audit committee.

PART G - ACCOUNTABILITY AND REPORTING

34.1 In order to foster good corporate governance, companies should engage in increased disclosure in Nigeria beyond the statutory requirements in the CAMA. 34.1 In order to foster good corporate governance, companies should engage in increased disclosure in Nigeria beyond the statutory requirements in the CAMA.

PART I - CODE OF ETHICS

36.1 Companies should have a Code of Ethics and statement of Business Practices, which should be implemented as part of the corporate governance practices of the company. 36.1 Companies should have a Code of Ethics and statement of Business Practices, which should be implemented as part of the corporate governance practices of the company.