CORPORATE GOVERNANCE OVERVIEW

The Nigerian Stock Exchange (“The Exchange”) adopts best practices with respect to corporate governance. The Exchange recognizes the importance of corporate governance as a key element in achieving its vision and therefore ensures that best practices are infused into its activities to guarantee the highest level of business conduct in all its dealings with its stakeholders.

The Exchange believes that adopting and operating in accordance with high standards of corporate governance is essential for a company’s sustainable long-term growth, performance and value creation. Hence, The Exchange continuously encourages and supports listed companies and dealing member firms to establish global best practices with respect to corporate governance for the benefit of the listed companies, the continuous development of the Nigerian capital market and the sustainable development of the economy.
 
The National Council of the Nigerian Stock Exchange (“the Council”) regards corporate governance as fundamentally important to the accomplishment of The Exchange’s (“The Exchange”) vision and mission.

The Council is responsible for providing oversight for The Exchange’s business and financial affairs, strategy, structures and policies; monitoring the exercise of any delegated authority; and dealing with challenges and issues relating to corporate governance, corporate social responsibility and corporate ethics. As The Exchange is a self-regulatory organization (SRO), the Council is also responsible for ensuring that it meets all the conditions of its license as prescribed by the apex regulator of the Nigerian Capital Market, the Securities and Exchange Commission further to the Investment and Securities Act, 2007.

The day-to-day management of The Exchange is vested in the hands of the Chief Executive Officer (“CEO"), who is assisted by the Executive Committee appointed by the Council. The Council has unrestricted access to the staff of The Exchange as necessary for the effective discharge of its obligations.

Performance 
The Council's primary responsibilities include giving strategic direction to The Exchange, identifying key risk areas and key performance indicators of The Exchange’s business, monitoring The Exchange’s performance and considering significant financial matters and risk and, where applicable, industry standards. Further, the Council ensures that The Exchange discharges its obligations as a recognized and regulated securities exchange.

The Council retains full and effective control over The Exchange and monitors Management’s implementation of the strategic plans and financial objectives as defined by the Council. The Council also ensures that a comprehensive system of policies and procedures is in place and that appropriate governance structures exist to ensure the smooth, efficient and prudent stewardship of The Exchange.

The Council is governed by a Charter which outlines its principal roles, regulates the parameters within which it operates and ensures the application of the principles of good corporate governance to ensure the highest level of business conduct in all dealings by, in respect of and on behalf of The Exchange.

Council composition 
The Council’s composition is prescribed by the Articles of Association of The Exchange. Currently, the Council comprises thirteen (13) member s. Read more 
 
Council committees  
The Council established five (5) Committees to facilitate the effective discharge of its oversight responsibilities and efficient decision-making. The Council Committees are set forth below:
  • Audit & Risk Management ​
  • Demutualization Advisory Committee
  • Regulation​
  • Technical & Business
  • Governance & Remuneration
These Committees are constituted with formal Terms of Reference, which set out each Committee’s roles, duties, and authority as well as the requirements for its composition, meeting procedures, and ancillary matters. Read more

Council meetings 
The Council and each of its Committees endeavour to meet as frequently as required by their respective charters. The Council members hold an annual retreat to review matters of strategic importance.

Orientation and continuing education 
Newly appointed Council members are on-boarded in order to ensure that they can promptly and efficiently discharge their duties. The onboarding process is to build a solid foundation for informed oversight of The Exchange.

Council members are provided with the necessary support and resources during their tenure as Council Members and are trained annually based on identified training needs to ensure effective oversight in a dynamic and changing environment.

Code of conduct
The Council maintains a Code of Conduct that all members are required to execute and adhere to.

Council evaluation 
The Council evaluates its performance and those of its Committees and individual members’ annually. The Council also benchmarks its performance against the international best practice.

 
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