THE CODE OF BEST PRACTICES
Part A - The Board of Directors
Part B-The Shareholders
Part C - Audit Committee
Part D -Interpretation
Part E - Schedules
Schedule 1 - Specimen Terms of Reference
for an Audit Committee
Schedule 2- Membership of the Committee
Schedule 3 - List of Persons and Organisations
who made Written Contributions
to the Final Draft of The Code
Long before the highly publicized corporate scandals and failures worldwide, the global community has shown increasing concern on the issues of corporate governance. The reason for this trend is not far to seek. There is ...view middle of the document...
The Committee submitted a draft Code, which was published in several newspapers and was further reviewed at three (3) locations across the Country, namely: Lagos, Abuja and Port Harcourt. This extensive exposure was designed to elicit stakeholders input before the Code was finalized. Subsequently, the final report was approved by the Boards of the Securities and Exchange Commission being the regulatory authority of the Capital Market and the Corporate Affairs Commission being the regulatory authority of Companies in Nigeria as the Code of Best Practices for Corporate Governance.
The two (2) regulatory institutions are convinced that the adoption of this Code will no doubt enhance corporate discipline, transparency and accountability.
Although the main target of the Code is the Board of Directors as leaders of corporate organizations, the responsibilities of other stakeholders including shareholders and professional bodies were equally given due attention. We believe that one of the ways to improve the standard of corporate governance is to ensure that all stakeholders have a clear understanding of their roles. This is aptly provided for by this Code.
Experience from other jurisdictions has shown that answers to enforcement or compliance with a Code of this nature are not easily found. While voluntary compliance is generally encouraged, appropriate sanctions are applied when it becomes necessary and applicable. We therefore like to encourage all companies to comply with the Code.
The Securities and Exchange Commission and Corporate Affairs Commission will give due consideration to the compliance or otherwise of the provisions of this Code in the treatment of issues brought before them. It is our hope that all other Regulators and Self- Regulatory Organizations should do the same by ensuring that their Rules and Regulations incorporate relevant aspects of the Code.
Finally, we urge all Companies, Directors, Shareholders, Auditors, Audit Committees and other Board Committees to be alive to their responsibilities and discharge their duties diligently and honestly and in accordance with this Code. The press equally has a role in ensuring that this Code serves the purpose for which it is designed by promoting and projecting the recommended practices and to bring to public notice the Companies that fail to comply.
MALLAM SULEYMAN A. NDANUSA
AHMED AL MUSTAPHA
Securities & Exchange Commission
Corporate Affairs Commission
The importance of effective corporate governance to corporate and economic performance cannot be over-emphasised in today's global market place. Companies perceived as adopting international best corporate governance practices are more likely to attract international investors than those whose practices are perceived to be below international standards.
This realisation prompted the Securities and Exchange Commission (“SEC” or “the Commission”), the...