APRIL - JUNE 2017

?Editor's Note

?Exclusive interview

NEWS:

?Director of the Society Professor Fabian

Ajogwu, SAN Presented To The Public His

Latest Publication – “Ship Acquisition and

Finance: Law & Practice”

?A Director of the Society Delivered H i s

Inaugural Lecture

?SCGN Relocates To A New Office

?Corporate Governance Sustains Nigeria,

14 Other Countries

?NAICOM to Apprise Insurance Directors,

Major Policyholders on Developments

in Industry

?SCGN PROGRAMMES:

?E x p e r t s c a l l f o r S y s t e m a t i c

Measurement of Operational Risk at a

seminar hosted by SCGN.

?Connoisseurs concluded that Company

Secretaries are the Gatekeeper in

Corporate Compliance Environment.

?SCGN holds a Validation Workshop

on Board Structures of MFBs in Nigeria.

?MAN Hinges Sustenance of Economic

Recovery on Local patronage at SCGN's

Executive

?Breakfast Meeting.

?Ship Acquisition & Finance: Law a n d

Practice

?Inaugural Lecture by a Director of SCGN

?SCGN Relocates to a New Office

CORPORATE GOVERNANCE UPDATES:

?Call for papers

?2017 SCGN Calendar for second half

?Gallery of Events

?Corporate Governance Quotes

IN THIS ISSUE:

Dear Readers,

You are all welcome to our second

edition of the quarterly corporate

governance newsletter for the year

2017. In the aftermath of the 2008

global financial crisis, boards of

directors found themselves facing a

m o r e s t r i n g e n t r e g u l a t o r y

environment, the effects of which

they still deal with today. It is

generally believed that poor

corporate governance has been the

Achilles' heel of many corporations in

both rich and poor nations. This is

particularly true of Nigeria, where

corruption is endemic.

Weak corporate governance has

been responsible for some recent

corporate failures in Nigeria and the

rest of the world. In order to fight this

menace, the Federal Government has

come up with different codes of

Corporate Governance, which

includes NAICOM, PENCOM, NCC,

SEC, CBN, etc. These codes are

enacted to establish Corporate

Governance ethics and best practices

in Nigeria within the different sectors.

It is however the duty of Board of

Directors of a company to propel its

management team in compliance to

best Corporate Governance practices.

No gainsaying, the role of Corporate

Governance in fas t - t rack ing

stakeholders' confidence in a

business or company is of high

priority. Evidence has shown that

the developed countries of today

give strict prudence to good

corporate governance and the

outcome is so visible to us. In

achieving sustainable business

growth and performance, there is a

need for good Corporate

Governance amongst stakeholders in

the Nigerian Business Environment. Against this background, the Society

for Corporate Governance Nigeria

(SCGN) hereby presents this edition

of the newsletter as a reference point

on policy framework of business

environment, transparency and good

governance.

We hope this newsletter will keep you

informed as well as greatly facilitate

transparency, supervision and

accountability in your business

activities. Should you have any

questions regarding any issue in our

publications, please feel free to

contact us.

Kindest regards,

Chioma Mordi

Chief Operating Officer

2

The NDIC is seen as the last resort toDepositors When Their Funds are threatenedQin failing banking institutions. How

effectively has the Corporation discharged this duty?

Yes, the NDIC is the last resort to Depositors.Deposit guarantee is the most significant andAdistinct role of the NDIC. The NDIC is legally

responsible for reimbursing depositors of any closed insured financial institution in Nigeria. The NDIC plays this role through Direct Reimbursement or Deposit Pay-Out after the liquidation of failed banking institutions in order to engender confidence in the banking system.

To date, the NDIC had paid a cumulative sum of N6.797 billion to 426,337 insured depositors of 46 Deposit Money Banks (DMBs) in-liquidation. Also, a

cumulative payment of N2.87 billion had been made to 81,438 depositors of closed 187 Microfinance Banks (MFBs), while a total sum of N53.03 million had been paid to 670 depositors of 46 Primary Mortgage Banks (PMBs) in-liquidation. Furthermore, the sum of N95.90 billion had been paid as liquidation dividend to uninsured depositors of the DMBs in-liquidation. Apart from liquidation (deposit pay-out), other means by which the NDIC has protected depositors when their funds are threatened in failing banking institutions are through: (i) Open Bank Assistance; (ii) Deposit Transfer to healthy banks; (iii) Purchase and Assumption (P&A) transactions; (iv) Assisted Merger and Acquisitions (M&A); and (v) Bridge Bank.

The NDIC has recorded notable strides and achievements in the protection of depositors and promotion of safe, sound and stable banking system in Nigeria. It is pertinent to note that the NDIC won the 2014 International Association of Deposit Insurers (IADI) award of “The Best Deposit Insurance Organization of the Year under Category 2 – Core Principles' compliance and International collaboration”. This was a clear testimony that the NDIC not only delivers on its mandate but also operates in line with international best practices.

CORPORATE GOVERNANCE INTERVIEW SERIES

INTERVIEW WITH ALHAJI UMARU IBRAHIM, FCIB, mni, MANAGING DIRECTOR/CHIEF EXECUTIVE, NIGERIA DEPOSIT INSURANCE CORPORATION (NDIC).

...The major governance issues

that attracted the attention of the

regulators /supervisors are

directors' related dealings,

conflict of interest, insider's abuse,

connected lending, creative

accounting as well as abusive

ownership and self-seeking

transactions.

“

“

2

The NDIC demonstrated its ingenuity in2011 when it introduced the Bridge BankQmodel in Nigeria's banking industry to

secure those financial institutions involved. Can you please shed more light on that model?

What other landmark achievements ofNDIC since inception can you share withQus?

The Bridge Bank option was a novelresolution model in Africa. At the time theAoption was used in August 2011, the CBN

revoked the operating licences of three failed banks and simultaneously licensed three Bridge Banks: Mainstreet, Enterprise and Keystone Banks, which took over the assets and liabilities of the defunct Afribank, Spring Bank and Bank PHB, respectively. The total Deposits of the banks was N816.29 billion whereas the NDIC's risk exposure then was N567.95 billion as against a Deposit Insurance Fund (DIF) of N353.06 billion. Liquidation was obviously not the best option to address systemic crisis in banking industry as it would have led to loss of confidence in the banking system, the wiping off the DIF, loss of jobs, among many more undesirable economic effects. Instead, using Bridge Banks, the DIF, 3 million depositors and a total of 6,667 jobs were saved and all the 577 banks' branches and services were maintained. The depositors of the bridge banks were fully covered.

The update on the Bridge Banks is that, Mainstreet Bank Ltd had been sold to Skye Bank Plc; Enterprise Bank Ltd sold to Heritage Bank Plc; and Keystone Bank Ltd to Sigma Golf Nigeria Limited & Riverbank Investment Resources Limited.

Other landmark achievement of the NDIC since inception include:AvI n t r o d u c t i o n o f R i s k - B a s e d

Supervision (RBS) for the banks as a g a i n s t c o m p l i a n c e b a s e dexamination.

vIntroduction of Pass-Through Deposit Insurance to guarantee the payment of insured sums to subscribers of mobile money operators (MMOs) to the tune

of N500,000 per subscriber per MMO in the event of failure of insured banking institutions where the operators maintain Pool Accounts to protect and ensure the safety and stability of the mobile payment system as well as promote financial inclusion.

vImplementation of the Differential Premium Assessment System (DPAS) which takes into account, the risk profile of the Insured institutions in determining the premium payable by the banks.

vRestoration of public confidence in the banking system after the multiple collapse of banks, through the extension of deposit insurance and coverage to bank depositors, especially small savers.

vExtension of deposit insurance to Non-Interest Financial Institutions.

vC o m p l i m e n t a r y r o l e i n t h e formulation of policy for the financial system.

vProvision of financial assistance to tertiary institutions in Nigeria under the NDIC's initiative of Project Support Scheme to improve their learning facilities.

vInternational collaboration to facilitate experience and knowledge sharing.

For a deposit insurance system (DIS) to beeffective, best practice dictates that it shouldAbe supported by comprehensive and

adequate legal framework. The legal framework should, depending on the mandate of the deposit insurance system, unambiguously specify the powers and authority of the deposit insurer, its sources of funding, participating institutions as well as the conditions for their participation.

We understand the NDIC is seeking theamendment of the 2006 Act by the NationalQAssembly. Can you please shed some light

on the objective of this effort?

3

The legal framework for implementing DIS in Nigeria was the NDIC Decree No. 22 of 1988, now repealed and re-enacted as the NDIC Act No. 16 of 2006. The initial law was implemented for 18 years before it was repealed in 2006. The NDIC Act No. 16 of 2006 addressed some challenges faced by the NDIC in the discharge of its mandate under the 1988 Act.

In the light of developments in the international financial system and the Nigerian financial services industry in particular, the NDIC proposed amendments to the current Act. The amendments were aimed at strengthening the NDIC's supervisory capabilities and addressed its challenges in the areas of liquidation of failed banking institutions as well as compliance with the Core Principles for Effective DISs.

The major causes of bank failures in Nigeria can be divided into two major groups, Anamely: Endogenous and Exogenous

factors.Endogenous factors are internal to the banking institutions individually, conjointly or severally and can be self-inflicted or contagion. There are three broad areas of endogenous causes of bank failures arising from poor corporate governance practices.

i. Failures Arising from Banks' Policies – Weak Risk Management; Weak Credit Policies; Connected Lending and Insider Loans; Credit Concentration; Ineffective and Inadequate Recovery; and Weak Human Resource and Capacity.

ii. Failures Arising from Banks' Operations - Laissez-Faire Credit Review Procedures; Failure of Information Technology; Ineffective Audit; and Poor Planning/Policy.

iii. Failures Arising from Banks' Mismanagement - Making Less Loan loss Provision than Required; Recognising uncollectable interest as income attracting additional tax; and Dipping into undistributed profits or general reserves

In recent times, we have experienced a number of bank distress, what would you Qsay are the major causes of bank failures in

Nigeria?

Exogenous factors are those which the banks have very little or no control over. The most important causes include: Macroeconomic Environment; Major Regulatory Change; Rapid and Unsuitable Economic Growth; Type and Ease of Entry into the Market; Non Compliance and Weak Enforcement of Regulation; Rapid Rise in Asset Prices (Boom and Burst); and Relatively Open and Undiversified Economy Susceptible to External Shocks.

Bank Failure in any economy constitutes major breach in the economic value chain, Awith devastating consequences such as:

vFear and anxiety among depositors/investors; vLoss of Financial intermediation relationship

between the surplus and deficit units (investors and borrowers) of the economy;

vLoss of confidence in the banking system and demoralized banking habits;

vLoss of money/investment by depositors and investors;

vLosses to service providers, creditors, borrowers and other stakeholders;

vLoss of employment with its attendant consequences;

vCost to national treasury; vLoss of Tax Revenue to various tiers of

government; vAdverse effect on foreign direct investment;

and vReduces financial inclusion.

Corporate Governance landscape in Nigeria has been dynamic and has generated interest Afrom within and outside the country. The

major governance issues that attracted the attention of the regulators/supervisors are directors' related dealings, conflict of interest, insider's abuse, connected lending, creative accounting as well as abusive ownership and self-seeking transactions.

How do you think these failures have affected the economy?Q

What is your take on Corporate Governance in Nigeria in general and the Qbanking sector in particular?

4

banking system in the interest of depositors and the economy as a whole.

For improvement however, the amendment of some laws regarding regulatory/supervisory functions is r e q u i r e d . T h e e f f e c t i v e n e s s o f t h e regulatory/supervisory bodies in carrying out their statutory functions depends greatly on effective legal framework that empowers them to carry out their core functions and responsibilities without constraints. As earlier mentioned, the NDIC is seeking amendments to its legal frameworks to enable it carry out its mandate more effectively through amendment by the National Assembly.

The interest of depositors are protected and their deposits guaranteed through: A

vAdoption of Risk-Based Supervision and differential premium assessment for the banks;

vIncrease in maximum insurance coverage to ? 500,000.00 for Deposit Money Banks, Non-Interest Banks, Primary Mortgage Banks, Subscribers of MMOs and ? 200,000.00 for Microfinance Banks;

vMaintenance of Robust Deposit Insurance Fund (Investing the fund in safe but liquid financial instrument such as Treasury Bills, Federal Government Bonds and other instrument of similar nature);

vCollaboration with other Safety-Net participants; and

vPrompt payment of insured sum to depositors of failed banks.

The NDIC is an Independent Agency of the Federal Government of Nigeria, established Aas a Risk Minimizer with a broad mandate of

deposit guarantee, banking supervision, failure resolution and bank liquidation. The NDIC's

In what ways has NDIC helped to protect depositors and guarantee the settlement of Qinsured funds?

What is the role of NDIC in enforcing good Corporate Governance practice in the Qfinancial industry?

Recall that in 2003, the Nigeria Security Exchange Commission (SEC) adopted a Code of Best Practices on Corporate Governance for Public Quoted Companies in Nigeria. At the end of the consolidation exercise of the banking industry, the CBN, in March 2006, released the Code of Corporate Governance for banks in Nigeria, to complement and enhance the effectiveness of the SEC Code. In 2014, CBN released a revised Code of Corporate Governance for Banks and Discount Houses in Nigeria. The Code provides guidance regarding the responsibilities of the Board, its size and composition, separation of powers, appointment and tenure, Board Committees, Board meetings, remuneration, and Board appraisal.

For corporate governance to be effective and sound, Board of Directors and Senior Management have a critical role to play in charting a path for a robust, safe and stable banking system. The fact remains that, good governance flows from probity, honesty, ethical conduct and trust. The NDIC will continue to contribute to the promotion of sound Corporate Governance in our banking system in line with its mandate of deposit guarantee, supervision and distress resolution so as to ensure the safety and soundness of the system.

The nation's regulatory/supervisory bodies are charged with the responsibility of Aensuring that the financial system,

particularly the banking system is safe, stable as well as serves as facilitator for wealth creation, economic growth and development. With all sense of modesty, the regulatory/supervisory bodies are doing as best as they can within the ambit of the law and the constraints of the legal system in which they operate. The NDIC, on its part, administers a deposit insurance system (DIS) with a broad mandate of deposit guarantee, bank supervision, failure resolution and bank liquidation. The NDIC in collaboration with other safety-net participants, especially the Central Bank of Nigeria (CBN), had done a lot in matters relating to banking business in Nigeria with the purpose of achieving a safe, sound and efficient

Do you think the regulatory/supervisory bodies are doing enough in carrying out Qtheir statutory functions? What steps do

you suggest for improvement?

5

enforcement of Corporate Governance practice in the financial industry is through: vEnforcement of the implementation of

recommendations in Examination Reports in collaborations with CBN;

vAdoption of Risk-Based Supervision which takes a critical look at bank's risk profile to enhance good Corporate Governance;

vMoral Suasion; and vZero Tolerance for Insider abuse/other

corporate governance infractions.

It is not Special Examination, but Maiden Bank Examination of newly licensed banks, Aand the objectives, among others, are to: (i)

Ensure compliance with the condition for granting the banking license; (ii) Proffer corrective measures where necessary; (iii) Examine the Books and Affairs of the Bank; (iv) Assign risk rating of the Bank (which could be Low, Moderate, Above Average or High); and (v) Guide against mission drift.

Examination has helped to highlight weaknesses, provided recommendations for overcoming them, and through that, banks were made to strengthen their operations thereby enhancing their viability.

We understand that the NDIC has conducted special examinations for newly Qlicenced banks and insured banks. How

effective has examination been in curtailing bank failures?

Are there processes in place by the NDIC to sensitize the financial institutions on the Qneed for good Corporate Governance

practice?

NDIC's sensitisation on good Corporate Governance practices is driven through:AvThe recommendations in the Risk-

Based Supervision Reports.vCollaboration with the FITC, CIBN

a n d I O D o n training/seminars/workshops for the Board/Senior Management on good Corporate Governance practices.

vEnsuring strict adherence to the tenets of Code of Corporate Governance issued by the CBN.

vSensitization of External Auditors of all licensed deposit-taking financial institutions to do their audit work professionally.

vSensitization Seminars/Workshops for Judicial Officers to enable them promptly dispense with cases bordering on corporate governance malpractices.

vSensitization of Members of Financial Correspondents Association of Nigeria (FICAN) and Business Editors of both print and electronic media on dissemination of information to the general public.

6

DIRECTOR OF THE SOCIETY PROFESSOR FABIAN AJOGWU, SAN PRESENTED TO THE PUBLIC HIS LATEST PUBLICATION – “SHIP ACQUISITION AND FINANCE: LAW & PRACTICE”

he twin issue of decline in mentorship and reading culture took the centre stage at the T

public presentation of a book: “Ship Acquisition & Finance: Law & Practice”, authored by a Lagos based Senior Advocate of Nigeria (SAN) and a Fellow of the Society for Corporate Governance Nigeria, Professor

Fabian Ajogwu, SAN to help investors and businesses navigate the complexities of international shipping finance in the context of the Nigerian economy.Eminent Jurists and legal minds at the event held at Oriental Hotel, Lagos on June 23, 2017 decried the decline in reading culture especially among lawyers and the shortage of mentors for young lawyers and called for urgent action.

The first female Senior Advocate of Nigeria (SAN), Chief Folake Solanke,SAN, who performed the traditional unveiling of the book, tasked lawyers on the need to read rather than spending valuable time on the social media

She extolled the author and Principal Partner of Kenna Partners, Professor Fabian Ajogwu SAN for his doggedness in expanding the frontier of the legal practice through books and urged him not to relent.Also the Chairman of the event and former Chief Judge of Lagos State, Honourable Justice Ayotunde Phillips described the author as “very distinguished and very learned”, who has expanded the frontier of legal learning by his books and persuasiveness.She stressed that the 255 paged book, is very useful for everyone and will enhance the nation's legal knowledge and scholarship. For a foremost senior advocate, Chief Adegboyega Awomolo, Ajogwu has

remained a shining light for the legal profession despite his young age.

On Thursday, June 29, 2017, Professor Chris Ogbechie delivered his inaugural lecture titled 'Strategy: How to Play and Win Responsibly'.

The lecture was attended by scholars, professors and professionals in different fields of study.

Chris Ogbechie is Professor of Strategic Management at Lagos Business School, Pan-Atlantic University; he is the founding Director of Lagos Business School's Sustainability Centre. He is also a visiting professor at Strathmore Business School, Nairobi Kenya.

He has wide experience in Marketing, Strategy and Corporate Governance derived from his work as Head of Marketing/Sales at Nestle Nigeria and from his consulting work with Nigerian, Ghanaian and Kenyan firms over the years. While in Nestle he had wide international exposure in Malaysia, Singapore and Switzerland.

His research interests are in strategy in turbulent environments, strategic leadership, board effectiveness, and corporate sustainability. Professor Ogbechie has been involved with several start-upsProfessor Ogbechie obtained a First class honours Bachelors degree in Mechanical Engineering from the University of Manchester; Master of Business Administration from Manchester Business School and a Doctor of Philosophy degree in Business Administration from Brunel University.

The Society for Corporate Governance Nigeria (SCGN) nnounce that the organization has moved to a new office location. The new office is

A DIRECTOR OF THE SOCIETY DELIVERED HIS INAUGURAL LECTURE

SCGN RELOCATES TO A NEW OFFICE

is pleased to a

NEWS

7

industry in 2017, as well as strategies to ensure the local retention of insurance business and premium within the country.

Rasaaq Salami, head, corporate affairs, NAICOM, said this in furtherance of the Commission's commitments to ensure all stakeholders were adequately informed of developments in the sector and NAICOM's plans for progress.

It is also intended to remind the directors of their roles and responsibilities in the effective and efficient management of their respective companies as key drivers of performance.“The interactive sessions will be held on separate dates in July and August, 2017. Both sessions will offer opportunities for exchange of information and ideals between the regulator and the stakeholders. It is also an opportunity for insurance consumers to directly interface with the regulator and express their concerns with industry operators if any.

“Major insurance consumers from the manufacturing, aviation, oil and gas, marine, transport, construction, health and financial sectors of the economy are expected to attend the session,” Salami said.He informed that issues bordering on appropriate pricing of insurance, risk based capital, corporate governance, service delivery, insurance penetration, local retention of insurance in line with NAICOM's regulations and as well the Local Content Act, consumer protection, prompt settlement of genuine insurance claims, among others, would be discussed at the meetings.

Accessed June 30, 2017

At a recent training organized by Society for Corporate Governance Nigeria in partnership with platinum Edge Consulting firm, experts from different spheres and sectors have called for systematic measurement as a catalyst to operational risk assessment. The training which was organized for Chief Audit Executives and Managers, Chief Officers and Risk Manager, Chief Compliance Officers and

https://www.nigeriatoday.ng/2017/06/naicom-to-apprise-insurance-directors-major-policyholders-on-developments-in-industry/

EXPERTS CALL FOR SYSTEMATIC MEASUREMENT OF OPERATIONAL RISK AT SEMINAR HOSTED BY SCGN.

situated at 5B Lawani Oduloye Street, Oniru, Victoria Island.Our contact information remains the same:

Telephone: +234 8158390739, 8158390740 Email:

Should you have any questions on the relocation, please feel free to contact us

We look forward to seeing and serving you at the new office.

Amid global economic downturn, majority of African countries are currently recording economic prosperity due to robust corporate governance codes of practice, a study has said.

The latest joint study by the Association of Chartered Certified Accountants (ACCA), and KPMG, found that standards of corporate governance code now practiced by these countries are well aligned with the Organisation for Economic Co-operation and Development (OECD) Principles of Corporate Governance released in 2015.

The report titled: “Balancing Rules and Flexibility for Growth,” focused on 15 countries across the continent and examined the corporate governance requirements for listed companies against the benchmark across four tenets of corporate governance.

accessed June 29, 2017

Management of National Insurance Commission (NAICOM) is set to hold interactive sessions with directors of insurance companies and major policyholders in Nigeria.The major thrust of the meetings with the stakeholders is to apprise them of the implementation of the Commission's regulatory priorities for the

info@corpgovnigeria.org

CORPORATE GOVERNANCE SUSTAINS NIGERIA, 14 OTHER COUNTRIES

N A I C O M TO A P P R I S E I N S U R A N C E DIRECTORS, MAJOR POLICYHOLDERS ON DEVELOPMENTS IN INDUSTRY

https://guardian.ng/business-services/money/corporate-governance-sustains-nigeria-14-other-economies/

PROGRAMME

8

budgets and headcount mean meant that the Company Secretary of the future will need to be able to work ever smarter, embrace innovations in order to succeed.On a final note, the connoisseurs agreed that with governance and good corporate behaviour crucial to business success, the role of the Company Secretary has broadened further still, setting agenda for the organisation's governance and overall corporate culture.

A Director and Fellow of Society for Corporate

Governance Nigeria (SCGN), Prof. Chris Ogbechie, has sounded a note of warning to companies and institutions that do not practice good corporate governance, saying “there is a price to pay if you have bad corporate governance.”He said corporate governance is now a global phenomenon and one common threat to failed companies is lack of corporate governance. “One thing is obvious that there is a price to pay if you have bad corporate governance,” he reiterated.

Ogbechie made these submissions at the validation workshop for the review of the Report of the Corporate Governance and Board Structure Survey for Microfinance Banks, organised by SCGN in collaboration with AFOS Foundation recently.He lamented: “How many companies founded in Nigeria are in their second or third generations?” He added that companies like Nestle, Microsoft, Unilever, Cadbury, among others, were founded by families and have moved to their third generations.

SCGN HOLDS A VALIDATION WORKSHOP ON BOARD STRUCTURES OF MFBS IN NIGERIA.

Managers, Chief Financial Officers and Managers, Chief Information Officers, Heads of ICT, HR, Health and Safety and Managers had in attendance scholars in the field of risks management. The deliverables of the training was that risk assessment is a thorough look at workplace to identify variables that may cause harm, particularly to employee . After identification, one can then analyze and evaluate how likely and severe the risk is.

Managers were therefore advised to imbibe the culture of good ethics through identifying hazards and risk factors that have the potentials of causing harm to their organizations (hazard identification). Thereafter, they are to analyse and evaluate these hazards (risks analysis and risk evaluation). Finally, the need for managers to determine appropriate ways of eliminating or controlling hazards was part of the discussions for the day. (Risk Control).

Company secretary may be considered an important gatekeeper of the legal and board affairs of a corporation according to seasoned experts at a recent training organized by the Society themed: Corporate Governance for Company Secretaries, legal advisers and Compliance Officers. The training pooled Company Secretaries, Legal Advisers and Compliance Officers both outsourced and insourced from different states.

The experts agreed that the role of the company secretary is fast becoming one of the hardest roles in the organisation. They also expressed that changes in the business and economic landscape over the past few years have meant there are more governance and compliance requirements than ever before, and the penalties for not meeting those requirements are severe, with enormous fines for those found guilty. Therefore, Company Secretary must stand in the gate between the organization and the regulators with regards to Corporate Governance compliance.

Speaking at the training, Mr. Yomi Adebanjo, Company Secretary of FIDSON Healthcare Plc and a faculty member of the Society for Corporate Governance Nigeria said that the increasing profile of corporate governance, more reporting and more transparency, opposed by a steady pressure on

CONNOISSEURS CONCLUDED THAT COMPANY SECRETARIES ARE THE GATEKEEPER IN THE CORPORATE COMPLIANCE ENVIRONMENT.

9

According to him, “Microfinance banks are in a better position to transform lives than the other commercial banks, as they have more numbers. But you need collaboration and to build relationships, to do things the way it should be done. It will improve your value:He added that as MFIs, “we are serving the bottom of the pyramid. Our job is not just lending but to help small businesses to succeed, stimulate saving culture. If you spend more than you earn, you will be poor for life.”

President, Manufacturers Association of Nigeria (MAN), Dr Frank Udemba Jacobs has hinged the sustenance of Nigeria's economic recovery on corporate social responsibility (CSR) and corporate patriotism.

Dr Jacobs, who spoke on the theme: “Corporate Governance and Economic Sustainability in Nigeria: A case for Made-in- Nigeria products”, at the Executive Breakfast meeting of the Society for Corporate Governance Nigeria (SCGN) in Lagos, said corporate patriotism through improved patronage of locally manufactured products would facilitate industrial development and economic growth.

According to him, corporate organizations in Nigeria can enshrine corporate patriotism in their Corporate Governance Statement especially in ensuring that all corporate procurements give first-line consideration to locally manufactured products before looking outward for importation of products that are not available locally and which do not have local substitutes.

MAN HINGES SUSTENANCE OF ECONOMIC RECOVERY ON LOCAL PATRONAGE AT S C G N ' S E X E C U T I V E B R E A K FA S T MEETING.

“In doing this, they will contribute to the growth and development of all facets of the economy, industrial, financial and government sectors, which will entrench economic sustainability in the country”, he said.

Describing corporate patriotism as s love for one's country, the MAN President said, evidence has shown that organizations function more efficiently when they are system-based, that is, if the various sections and departments recognize their mandates, roles, deliverables, processes and procedures and are unified in pursuing the organizational goals.

He stressed that the theme was apt and relevance especially at a time when MAN is leading a coalition of Business Membership Organizations within the Organized Private Sector on an ongoing strategic campaign aimed at enlightening and mobilizing support for patronage of Made-in- Nigeria products.

CORPORATE GOVERNANCE QUOTES

10

CALL FOR ARTICLE: 16TH EDITION OF THE JOURNAL OF CORPORATE GOVERNANCEThe editorial committee of the Journal of

Corporate Governance (a peer reviewed

publication of the Society for Corporate

Governance Nigeria, is accepting articles for

publication in the 16th edition of the Journal.

Instructions for authors and other details are

available on the Society's Web page

http://www.corpgovnigeria.org/ . Prospective

contributors (authors) should send their

manuscript(s) as MS Word file version to

We look forward to receiving your submissions.

publications@corpgovnigeria.org

MEMBERSHIP: Membership of the Society is guided by the constitution of the Society and is open to:

Individuals who occupy managerial positions in their organizations. All Corporate organizations (private, public and registered firms.)

For further enquires, contact the Society info @corpgovnigeria.org

11

Group Workshop/training at Company Secretary training in April 2017Prof. Chris Ogbechie facilitating at the 2017 Leading an Effective

Board training organized by the Society for Board Chairman

Cross section of participants at Company Secretary Training of April 16-17, 2017 at Lagos Oriental Hotel, Victoria Island

Participants of April 2017 Company Secretary and Legal Advisers' training held at Lagos oriental Hotel, Victoria Island.

Cross section of Participants of Corporate Governance, Money Laundering and Terrorism Financing training held on March 15-16, 2017

Cross section of Participants of Corporate Governance, Money Laundering and Terrorism Financing training held on March 15-16, 2017

Cross section of participants of Executive Breakfast meeting held in lagos Oriental Hotel on February, 2017

Participants of February 17 Executive Breakfast Meeting

12

The Society for Corporate Governance Nigeria wishes to show its heartfelt appreciation to the

following individuals, organizations and institutions for their continued support of its activities:

ORGANIZATION

KMPG Professional Services

International Finance Corporation (IFC)

First Bank of Nigeria Limited

Sterling Bank Plc

United Bank of Africa Plc

GlaxoSmithKline Consumers Nig Plc

Mobil Oil Nig Ltd

Exxon Mobil

Promasidor Nigeria Ltd

Kenna Partners

Lagos Business School

Tantalizer Plc

Central Bank of Nigeria

NEPAD

FBN Holding Plc

Access Bank Plc

Skye Bank Plc

Zenith Bank Plc

Dangote Cement

INDIVIDUAL

Dr Christopher Kolade, CON

Chief Olusegun Osunkeye, CON, OFR

Mr. Pascal Dozie CON

Professor Juan Elegido

Mr. Dayo Lawuyi, MON

Professor Pat Utomi

Professor Chris Ogbechie

Dr Emmanuel Kachikwu

Mr. Tijjani Borodo

Mr. Ibrahim Dikko

Mrs. Clare Omatseye

Prof. Fabian Ajogwu, SAN

Mr. Oscar Onyema OON

Ms. Koosun Kalyan

Mr. Odein Ajomogobia

Mr. Oluseyi T. Bickersteth

Mr. Goodluck Obi

Mr. Ayodele Soyinka

Mrs. Titi Bakare

Mr. Tijjani Borodo

Ms. Ngozi Obigwe

Mr. Charles Nwabulu

Ms. Oluwaseun Dawodu

Ms. Wura Ayadi

Ms. Chioma Chilaka

ARTICLE CONTRIBUTORS

Professor Pat Utomi

Professor Chris Pierce

Dr Christopher Kolade CON

Dr Dimitrios N. Koufopoulos

Mr. Dayo Lawuyi MON

Dr Chris Ogbechie

Dr Ifedapo Adeleye

Dr Fabian Ajogwu, SAN

Prof Sunday A. Owolabi

Mr. Charles Nwabulu

Mr. Ayodele Adekoya

Mr. Olaniyi Olayinka

Mrs. Olayinka David-West

Mrs. Ann-Maree Moodie

Mrs. Tomi Adepoju

Mr. Olu Awolowo

Mrs. Bisi Adeyemi

Mr. Nojeem Amodu

Dr. Oscar Nliam

Mr. Ituah Imhanze

Mr. Yomi Adebanjo

MEDIA

Channels TV

Cool FM

Inspiration FM

NTA

Silverbird TV

ThisDay Newspaper

Guardian Newspaper

The Nation Newspaper

BusinessDay Newspaper

INSTITUTIONS

Nigerian Stock Exchange (NSE)

Central Bank of Nigeria (CBN)

National Pension Commission (PENCOM)

National Insurance Commission (NAICOM)

Nigerian Communications Commission (NCC)

Nigeria Insurance Deposit Corporation (NDIC)

Securities and Exchange Commission (SEC)

Johannesburg Stock Exchange (JSE)

Lagos State Government

Lagos Business School

DisclaimerThe information, opinions and interpretation contained in this publication are and must be construed solely as statements of opinion and not statements of fact. No warranty, express or implied, as to the accuracy, timeliness, completeness, merchantability or fitness for any particular purpose of any such recommendation or information is given or made by the Society for Corporate Governance Nigeria in any form or manner whatsoever.

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ABOUT THE SOCIETY

The Society for Corporate Governance Nigeria (SCGN) Limited by Guarantee is

a registered (Not-for-profit No 620,268) organization committed to the

development of corporate governance best practices in Nigeria.

The Society believes that corporate governance impacts on the well-being of a

company, its economic performance and the ability to attract capital on a

sustainable basis; that the primary duty of boards and managers is the efficient

use of the company's resources to create value and achieve the objectives of

the company for its stakeholders; and that the realization of those objectives

depends to a large extent on how well the company is governed.

The mission of the Society is to become a template for formulation and

enforcement of corporate governance standards in Nigeria.

Membership of the Society is guided by the constitution of the Society and is

open to individuals who occupy managerial positions in their organization

and all corporate organizations (Private, Public and registered firms).

Contact

Society for Corporate Governance Nigeria

5B Lawani Oduloye Street, Oniru, Victoria Island Lagos

Email: info@corpgovnigeria.org

Website: www.corpgovnigeria.org

Facebook: www.facebook.com/scgnigeria

Twitter: twitter@corpgovnigeria