The Nigerian Code of Corporate Governance 2018: An Ethical Approach to the Nigerian Corporate Governance System?

December 2018

Abstract

The utility of good corporate governance practices cannot be overemphasised in any organisation, as sound processes evincing the principles of transparency, fairness and accountability have become imperative for national and global economies. Indeed, the benefits of adopting strong corporate governance ethics in a developing economy remain alluring today. In ensuring sound corporate governance practices in Nigeria, the Financial Reporting Council of Nigeria (FRCN) released the Draft Nigerian Code of Corporate Governance 2018 (the Draft Code), which seeks to, inter alia, institutionalise the highest standards of corporate governance best practices in Nigerian companies, and promote public awareness of essential corporate values and ethical practices that will enhance the integrity of the Nigerian corporate landscape. Perhaps the most impactful innovation of the Draft Code is its philosophy which takes the “Apply and Explain” approach of implementation. In precis, this approach requires companies to take responsibility for demonstrating how the specific activities they have undertaken best achieve the intended outcomes of corporate governance specifications in the Draft Code as opposed to the mandatory compliance approach adopted by the Nigerian Code of Corporate Governance 2016. This paper therefore examines the Draft Code’s philosophy and how it attempts to alter the corporate governance regime in Nigeria. The Nigerian corporate governance system, as we know it, focuses primarily on legal processes and structures to ensure compliance, whilst the ethical basis is seen to be absent. The difficulty with legal structures and its compliance mechanisms is that most corporate practices that have enraged the public are entirely legal. This paper seeks to explore the role of the Draft Code in shifting the focus from a structural perspective to an ethical perspective, and the viability of the Draft Code in sustaining the ethical values of transparency, fairness and accountability.

Authors

Oretayo Olajide

Company Secretary/Director, Legal Services, Emerging Markets Telecommunications Services Limited, Nigeria

Oretayo Olajide is the Company Secretary/Director of Legal Services of Emerging Markets Telecommunications Services Limited; a foremost telecommunication service provider in Nigeria trading as 9mobile and is also a partner at Olaniwun Ajayi LP. Prior to becoming the Company Secretary/Director of Legal Services at 9mobile, he was the General Counsel of one of West Africa’s leading FMCG producers, where he implemented system wide corporate governance policies, business ethics practices amongst others. As an advocate of performance, change and people management, he brings his business, compliance and management experience to the organisations where he has successfully served. With over 32 years of experience, Oretayo has provided solution-based advice to clients on risk assessments and audits, compliance reviews and procedures, and reputational risk management programmes. Oretayo is a graduate of the University of Lagos, a member of the Chartered Institute of Arbitrators and an alumnus of the Lagos Business School. He is certified from the London School of Management, and the Negotiation, Leadership and International Diplomacy Program of the Harvard Law School. He is also a member of both the Nigerian Bar Association and the International Bar Association.

Olayimika Phillips

Partner, Olaniwun Ajayi LP, Nigeria

Olayimika Phillips has over 34 years of professional experience and specializes in corporate and regulatory matters across numerous sectors including advertising, ecommerce, technology, and telecommunications. She is the Partner in charge of the Enterprise and Corporate Governance Practice Groups where she routinely advises both local and international clients on corporate and general corporate governance matters. Olayimika serves on the Board of several companies including eTranzact International Plc, Phillips Consulting Limited, Abugansoro Investment Company Limited, Aviat Networks Communications Solutions Limited, GilatSatcom Nigeria Limited and Olaniwun and Adunola Ajayi Foundation. She is also a shareholder in numerous quoted companies, and also regularly invests in start-ups where she provides leadership and corporate governance support. Olayimika obtained her first degree in Botany and her second degree in Pharmacy from the University of Ife before proceeding to the University of Lagos to study law. She also holds an MBA from the prestigious Durham University. Olayimika joined the firm of Olaniwun Ajayi LP (the Firm), a leading law firm in Nigeria in 1992 where she served as its Practice Manager. In 2002, she was called to the Nigerian Bar and was later admitted to the Partnership Board of the Firm in 2003.

Companies

Emerging Markets Telecommunications Services Limited

Emerging Markets Telecommunications Services Limited, trading as 9mobile in Nigeria is a telecommunication service provider which offers cellular communications, fixed-line services, and broadband services to its customers throughout the Middle East, Asia and Africa. As a premier provider of hybrid satellite and terrestrial communications, 9mobile has built up state-of-the-art telecom infrastructure and taken a leadership position in innovation and quality among mobile network providers operating in Nigeria. Formerly referred to as Etisalat, 9mobile’s new brand identity reflects the bold and creative attributes which it shares with its valued subscribers; especially the vibrant youth segment. 9mobile is renowned for its youth friendly and customer focused network in Nigeria, and has consistently demonstrated its core values of innovation, quality of service and best in class telecommunication services tailored to suit its individual customer’s needs. With its innovative solutions and practices, 9mobile is poised to drive the future of technology in Nigeria through the delivery of high speed data and quality voice services that will enable customers on its network to do more.

Olaniwun Ajayi LP

Olaniwun Ajayi LP (OALP), established in 1962, is one of the oldest law firms in Nigeria, and for more than half a century, OALP has been at the forefront of commercial practice in Nigeria, thereby earning the reputation of being one of the leading law firms in Nigeria. OALP has consistently been ranked Tier 1 by all the leading international directories, including Chambers Global, IFLR 1000 and Legal 500. With almost eighty (80) lawyers and full service commercial law capabilities (balanced between intricate high-value litigation and complex big ticket transactions), we are active in all the major sectors of the Nigerian economy helping corporates, non-governmental organisations, government agencies, organisations and individuals achieve their goals. With the experience gathered over the years in advising businesses, foreign investors, financial institutions, governments and public sector bodies, the demands of major projects and clients’ needs are quickly appreciated. This puts OALP in an unrivalled position to proffer value-driven strategies and commercially relevant advice of the highest quality, not only in the law but also on “best practices”, thus weaving commercial, technical, tax, legal and practical realities in a seamless whole.