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The idea of having a code of corporate governance in Nigeria is not a novel one. It has been done severally in other jurisdictions; especially in the United Kingdom which Nigeria has an affinity with, due to the common law origin of our company law. Thus, a code of corporate governance must always co-exist with a company law enactment, but here in Nigeria it seek to supersede the Company Law enactment. The previous codes which were enacted in the United Kingdom include the Cadbury report (1992), the Hamel report on Corporate Governance (1998) and the combined code for listed companies (1999).  In Nigeria we have the Atedo Peterside Corporate governance committee report (2003) and the Mahmood Corporate governance review (2011)

Corporate Governance has been defined as a relationship among stakeholders which can be used to determine and control the strategic direction and performance of an organisation ″it is concerned with identifying ways to ensure that strategic decisions are made effective. It has been said that in modern corporate, a primary objective of corporate governance is to ensure the interests of top level managers are aligned with the interest of shareholders. Corporate governance involves oversight in areas where owner, managers and members of the board of directors may have conflict of interest.”
 There have been attempts generally worldwide to formulate measured principles about corporate governance to advance the best practices in corporate governance. Several countries have enunciated their own codes and concepts of corporate governance, to enhance the development of corporate governance ideals in corporate practice. There is a multi-national approach by Commonwealth Association of corporate governance (CACG), who have developed their own guidelines.
  Codes of conduct on corporate governance are resorted to in order to spare the government from legislating on corporate governance issues. However, they are meant to supplement existing corporate laws and not to subsume or replace them..
The exposure draft on Corporate Governance (Private sector) 2016 is divided into eleven parts:
a)   Preliminary Matters.
b)   Application of the Code.
c)   Board of Directors.
d)   Risk Management and Audit.
e)   Relations with Shareholders.
f)    Minority Shareholders protection.
g)   Relations with other Shareholders.
h)   Transparency.
i)     Code of business conducts.
j)     Enforcement.
k)   Miscellaneous.
According to the introduction chapter of the preliminary matters (Part  A), the  remit of the committee led by Dr Victor Odiase is to″ harmonize and unify all the existing sectoral corporate governance codes in Nigeria ″. These sectoral corporate governance codes were identified to include the following, Code of Corporate governance for banks in Nigeria, post-consolidation 2006 . Code of Corporate governance for  licensed pensions operators 2008 , Code of Corporate governance for insurance industry in Nigeria 2009. SEC Code of Corporate governance in Nigeria 2011. Also, the CBN Code of Corporate governance for banks and discount Houses 2014 .This is quite an ambitious target for the committee and very all-encompassing .This need for harmonization is based on the need to have a unified code of corporate governance .
The terms of reference of the committee was such that it would enable the Financial Reporting Council , amongst other things, to promote the highest standards of corporate governance, promote public awareness about corporate governance principles and practices, act as the national co-ordinating body responsible for all matters pertaining to Corporate governance in both private and public sectors of the Nigerian economy, encourage sound systems of internal controls and information systems control, to safeguard stakeholders investment and assets of public interest entities. To promote sound financial reporting and accountability based on true and fair financial statements duly audited by competent auditors so as to ensure that the Audit committee of such public entities keep  under review the scope of their audit and its cost effectiveness, the independence and objectivity of the auditors.
 While some of these intentions will be perceived as noble and well-meaning, some will be perceived as empire building by the Financial Reporting Council of Nigeria.
In the preliminary part of the draft, the committee rightly stated that its strategic objectives “were dictated by perceived challenges to good corporate governance practices in the Nigeria environment”. The committee further identified the Nigeria corporate governance system as being predicated on wide dispersal having adopted the Anglo-Saxon corporate governance unitary board structures in which there are conflicts between the shareholders and the managers.
According to part B of the draft code, the National Code of Corporate governance for the private sector in 2016 shall be applicable to, all public companies(whether listed or not) and all private companies that are holding companies or subsidiaries of public companies and all regulated private companies.
Furthermore, though it states that the Code provides the minimum standard of corporate governance in Nigeria, the draft code states that compliance with the provision i mandatory .This gives the code the appearance of being a law, even though it is not.
The topic of  the Board of directors seems to be the raison d’etre , for the Code of corporate governance 2016. This topic covered in part C, commands a lion share of the attention of the committee. The committee in part C focused on the main purpose of the boards, responsibilities, structure and composition , officers of the board ,meetings of the board ,board committees ,appointment of the board committees and continuing education.
 To underscore the importance attached to the issue of board of directors of committee , the Committee further went into, terms and conditions of services, access to information ,tenure and re-election of directors and performance  evaluation.
The focus of the committee on the topic of board of directors, is quite understandable as the board of directors are the engines that power many a company .However its focus is too microscopic and bothers on micro-management of the company by the Financial Reporting Council of Nigeria (FRCN).
The responsibilities of the board as enumerated in the draft code is akin to legislating for the board of director of companies. Also, the Code’s proposal on board structure  and composition while desirable, is too prescriptive and one dare say, suffocating on the independence and powers of Boards of Directors .
The idea of independent non-executive directors, while being a welcome idea has been further augmented by the idea of the appointment of a leading independent non-executive director by the non-executive directors INED to lead them. The idea of a leading INED is required where you have the preponderance of the combination of the positions of the Chairman and C.E.O in one person (such as the United States of America) .In Nigeria’s Corporate governance environment in companies sought to be covered by the Code, the duties of the Chairman and C.E.O are almost separated and not combined in one person.
Therefore, the need for a leading independent non-executive director is superfluous and uncalled for .This will only further exacerbate the wranglings in board relationships .The draft Code goes on to prescribe for the officers of the company such as the Chairman, the MD/CEO, executive directors and the Company secretary .This is almost duplicating the provisions of Companies and Allied Matters Act (CAMA) and the micro-management of companies by a regulator.
In part D of the draft Code, the issue of Risk management and Audit is examined and the board is placed with the responsibility of the oversight on risk management, while the management is said to be accountable to the board for implementing   and monitoring the process of risk management and its integration into the day-to-day activities of the company.
Furthermore, the board is tasked with the oversight of establishment of a risk management frame work that defines the company’s risk policy and risk limits. The said framework will be formerly approved by the board and risk management policy shall be communicable in simple and clear language to all employees of the company to ensure the integration of risk awareness at all levels of the company.
This is among other responsibilities placed on the board as regards risk management in the Company. There is also a touch on the internal audit function of the company .The requirements on companies to have a whistle blowing policy which shall be known to employees, stakeholders and to the general public .One is hopeful that its implementation in practice will adhere to the spirit intended by draft Code. Also, there is an elaborate attention rightly given to external auditors under part D.
 The committee in part E of the draft Code looks at the issue of relationship with shareholders in great details .It requires the board to establish a system of consistent dialogue with shareholders,  majority and minority based on mutual understanding of the objectives of the company .The committee also put the responsibility on the Chairman or leading independent non-executive director to ensure that the views of the shareholders are communicated to the board as a whole and that the Chairman shall discuss governance and strategy with majority and minority shareholders. The idea of discussing strategy with shareholders (majority and minority ) although seems well-intended, might not be in the best interest of the company for many reasons.
The committee also talks in part E of the annual general meetings, the protection of shareholders rights, venue and notice of meetings, resolutions. These last two times have been well provided for, by the Companies and Allied Matters Act 1990(CAMA). Further issues discussed in part F include, shareholders associations, institutional  investors, minority shareholders protection(expropriation) , related party transactions and conflict of interest.
In a similar vein, part G of the draft Code deals with relations with other stakeholders- which requires companies to pay attention to the interest of their stakeholders  such as employees, creditors, consumers, suppliers, trade union, host   community, government, and the general public.
The draft Code of Corporate Governance in part J is devoted to enforcement. This part makes compliance with the provisions of Code as being mandatory and that violations of the provisions of the code will occasion both personal sanctions against the persons directly involved in the violation and sanctions against the companies and firms involved in such violation.  It goes on further to say that the enforcement of the code shall be responsibility of the Financial Reporting Council (FRC) as the primary sectoral regulator ,where applicable.
 Considering the fact that the Code is not a law, but a Code of Conduct ,the issue of enforcement will be interesting and lawyers will have a field  day on behalf of their clients on this issue .

The final part of the draft Code of corporate governance is the miscellaneous part, which is about the commencement of the code, and that it supersedes any other Corporate Governance Code in Nigeria. There is also a transitional arrangement under the miscellaneous part.