Justice O.E Abang of the Federal High Court, Ikoyi, on Thursday 14th May, 2015 stopped further processes relating to the draft corporate governance code released by the Financial Reporting Council of Nigeria (FRCN) on April 15, 2015 with a 30-day window for stakeholders to comment on the 133-page document, ahead of a planned public hearing on May 19, 2015.

The presiding judge, at the hearing of the ex parte application for injunction brought by Timothy Adesiyan  and nine others against the Minister of Trade and Investment and three others , granted the applicants’ ex parte application and ordered that the defendants should maintain status quo and suspend further deliberations, considerations, proceedings, processes and all actions relating to the draft National Code of Corporate Governance (NCCG) 2015, pending the hearing of the motion on notice for injunction.

The judge heard the arguments of the plaintiffs’ counsel, Kemi Pinheiro (SAN) in favour of the ex parte application and thereafter gave a well-considered bench ruling wherein he granted the applicants’ ex parte application. Subsequently, the suit was adjourned to May 20, 2015, for hearing of the plaintiffs’ motion on notice for injunction.

BusinessDay had exclusively reported last week about the fears being expressed by business leaders and investors that the policy document could wield excessive powers over Nigeria’s already challenged private sector, following the deadline for public comments which expired yesterday. According to comments received exclusively by BusinessDay on conditions of anonymity, the NCCG, according to them, may swing the country from one extreme of weak corporate governance to another extreme of excessive regulation.

The NCCG is the government’s comprehensive response to the weak corporate governance environment in Africa’s largest economy, identified as a main cause of the 2008/2009 banking sector crisis. The document promises to harmonise existing codes in the banking, pension, insurance and other sectors into a unified code of rules for board compositions, audit processes, and shareholder protection, among others, which will be regulated by the Financial Reporting Council of Nigeria (FRC).However, business leaders say the convergence of the codes into a one-size-fits-all would miss out on industry specific details or contradict existing industry policies.

Senator Udo Udoma Faults Proposed National Code of Corporate Governance

culled from Thisday Newspaper

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A former Senator and the Chairman, UAC of Nigeria Plc, Senator Udoma Udo Udoma has criticised the proposed national code of corporate governance (NCCG), saying that the Financial Reporting Council of Nigeria (FRC) is trying to usurp the powers of other regulatory agencies. Udoma made this remark at the 2015 public lecture of Chartered Secretaries and Administrators of Nigeria(ICSAN) held in Lagos. Speaking on the theme: “Governance: The synergy between leadership and followership,” he argued that there is no one-size-fits-all approach to corporate governance, noting that ” the corporate governance rule you need for a major bank cannot be the same with what you require for a biscuit manufacturer or a company trading in sugar.” Udoma added: “I am surprised and puzzled by the current attempt being made by the FRC to come up with they call a universal code of corporate governance. What does that mean? I understand that they are even extending the rules to churches, mosques and other not-for-profit organisations. I think we are carrying this thing too far. “I am even at a loss to understand under what authority they are proceeding with that? Even if they have power to enforce corporate governance code, which is arguable, does that also give them the power to make the rules?

This is because, the power to enforce, does not automatically give you the power to regulate. If it is, the police would have taken over the power to make laws from the National Assembly.

He continues “I believe that the FRC is attempting to usurp the powers of other regulatory agencies. I am not sure it was the intention of the National Assembly to create the FRC to be the super regulator that all other regulators report to. In fact when I saw the draft, there are aspects of it that seem to be amending the Companies and Allied Matters Act (CAMA.). “CAMA provides that the board should have a chairman, a managing director and a board member, but they are saying that a board should have a chairman, a managing director and a senior independent board member, who is supposed to monitor the performance of the chairman. If they want to amend CAMA, they should know the process of amending CAMA.” Udoma further noted: “This is why when I was chairman of SEC and we were looking at corporate governance, we set out what we felt was the minimum and we recognised that various other regulators such as the Central Bank of Nigeria, will have tighter ones for banks and so on so forth. And that is a normal thing, you have the minimum one and within each industry, you have the tighter one”.

The Governor of the Central bank of Nigeria Mr. Godwin Emefiele seems to toe a different line, as he describes the proposed uniform Code of Corporate Governance being developed by the Financial Reporting Council of Nigeria (FRC)  as “a veritable tool in the quest to guarantee investment in the economy”.

Chairman, Lagos Chapter of the Chartered Institute of Bankers of Nigeria (CIBN), Mrs. Taiwo Ige opines that the NCCG would ease regulation; “We have always talked about corporate governance as being self-regulating. If you imbibe the culture of corporate governance, you will feel comfortable within yourself because you must have done what is expected of you. So, anybody can come and have a look at what you have done without you being afraid. So the harmonised code is going to curb corruption and enthrone best practice. It would align the nation with what is done globally,”.

On his part, Mr. Jide Iyanda of the Nigeria Deposit Insurance Corporation (NDIC), argues that the National Code of Corporate Governance would enhance investor confidence in Nigeria.

“The international community and investors would have confidence in the Nigerian economy and the perception about Nigeria will improve significantly. Nigeria can get it right only when things are done appropriately in both the private and public sectors,” Iyanda added.

Similarly, Mr. Kola Abdul, Managing Director/Chief Executive Officer, Brent Mortgage Bank and Vice Chairman at the CIBN Lagos branch ,, who notes that the private sector had over the years been focused on getting things right so as to ensure that they remain as going concerns, argues that the bane of the Nigerian economy had been the public sector.

“There is no public governance in the public sector and we lack ethics in that sector. So, if the government has woken up from the slumber, to create a common standard and acceptable policy for all sectors in the country, then it is a welcome development. But the challenge I have with this is that as Nigerians, we are always ahead of regulations. As we are today, I can tell you that there are people looking at the loopholes with a view to exploiting them. But I hope that with the new government in place, we can overcome that challenge,”

Long live Nigeria!


Pursuant to its statutory responsibility to develop principles and practices of corporate governance, the steering committee constituted by the Federal Government of Nigeria to develop a National Code of Corporate Governance (NCCG) for the country has finalised work on the draft document. The draft code was on the 15th of April 2015 published for comments from stakeholders for 30 days.

The Executive Secretary/Chief Executive Officer, Financial Reporting Council (FRC), Mr. Jim Obazee, disclosed to journalists in Lagos that the deadline for receiving comments on the draft NCCG is May 14th 2015, while a public hearing on the subject would be held on May 19th. The FRC Scribe pointed out that the federal government is aware that the issuance of a national code of corporate governance is a very important deliverable that can be used to enhance the country’s national competitiveness and socio-economic issues including corruption and lack of corporate independence.

Milton and Cross will examine the NCCG to determine whether it meets global best standards in Corporate Governance as well as analyzing the extent of its applicability to Nigeria’s unique business environment.

You may download the codes by following the links below:

Private Sector Code:

Public Sector Code:

Non Profit Organisation Code: bqcIt35R2dvc09QWXZscTQ/view?pli=1