CORPORATE GOVERNANCE

Corporate Governance Compliance Review

Security Exchange Commission (SEC) of Nigeria Code of Corporate Governance requires 'FULL' and 'SUFFICIENT' compliance with the principles and provisions of the code by all public companies whose securities are listed on a recognised securities exchange in Nigeria; all companies seeking to raise funds from the capital market through the issuance of securities or seeking listing by introduction and all other public companies - we offer advisory and compliance services in Corporate Governance.

We also understand the intricacies associated with compliance with the provision of Sarbanes-Oxley Act 2002 – particularly key compliance sections: Sarbanes-Oxley 302 (Disclosure Controls); 303 (Improper Influence on Conduct of Audits); 401 (Disclosures in Periodic Report); 404 (Assessment of Internal Control), 409 (Enhanced Financial Disclosures) and 802 (Criminal Penalties for Influencing US Agency Investigation/Proper Administration).

The UK Corporate Governance Code is a set of principles of good corporate governance aimed at companies listed on the London Stock Exchange. We support companies ensure compliance with the provision of the code with our unique assessment template for board leadership role, responsibility, accountability, delegation, openness, director's integrity, performance review and renewal.

The following is a brief sample of just a few of the areas we explore when conducting CORPORATE GOVERNANCE COMPLIANCE and 'BEST PRACTICES' review.

Board of Directors and their Committees
  • Is the composition of the board and its committees of sufficient size relative to the scale and complexity of the company's operations?
  • Do all independent directors meet required criteria?
  • Are all committees appropriately comprised and functioning effectively?
  • How does the Board oversee risk management?
  • How effective is the orientation and training of directors?
  • Are terms and conditions of directors' employment or service on the board in accordance with best practices?
Governance Issues
  • How effective is the company's relationship with shareholders and stakeholders?
  • Has the Company set up and monitored required policies such as whistleblower procedures, non-audit service fee approvals and related person transaction approvals?
  • Are consultants used and overseen appropriately?
  • Are equity grants properly and timely documented?
  • Does the Company have an effective policy to prevent insider trading?
  • Does the Company have a compliant code of ethics and are officers, directors and employees educated about the code?
Accountability, Disclosure and Reporting Practices
  • Are the Company's controls and procedures adequate?
  • Are disclosure by the company meet the statutory requirements?
  • Does the Company assist insiders to ensure timely reporting and avoidance of short-swing profits?
  • Does the Company's website have required governance and SEC documents?