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Boardroom Practices That Strengthen Governance

In the bustling heart of Lagos, within the gleaming towers that house Nigeria’s corporate giants, the boardroom is where the fate of companies is decided. Yet for too long, many Nigerian boards have treated governance as a box-ticking exercise—a statutory necessity rather than a strategic asset.

This is changing. The Companies and Allied Matters Act (CAMA) 2020 and the Nigerian Code of Corporate Governance (NCCG) 2018 have fundamentally reshaped the expectations of what boards should do and how they should operate. Companies that embed strong governance practices—consistent board oversight, transparent financial reporting, and ethical leadership—tend to outperform peers that approach governance as a compliance chore.

This guide explores the boardroom practices that strengthen governance in Nigeria, the legal framework that defines them, and practical steps for building boards that drive sustainable growth.

The Pain Points: Why Nigerian Boards Struggle with Governance

Let us be honest. Many boards in Nigeria are not as effective as they could be. Here is why:

The “Rubber Stamp” Problem. Too many boards simply approve management decisions without meaningful scrutiny. This happens when directors lack independence, when the CEO dominates board discussions, or when directors are not adequately prepared for meetings.

The “Old Boys’ Club” Syndrome. For years, board composition was informal—CEOs picked friends, professional acquaintances, and familiar faces. The result was homogeneity: boards that looked alike, thought alike, and missed diverse perspectives.

The Governance Theatre Trap. Many companies have the right documents—Board Charters, codes of conduct, committee structures—but they exist on paper rather than in practice. Governance becomes performance rather than substance.

The Independence Deficit. Independent directors are meant to provide objective oversight, challenging executive management and upholding the integrity of board decisions. Yet in practice, many “independent” directors have ties to the company or its leadership that compromise their objectivity.

The Tenure Trap. Directors who serve too long become complacent, lose independence, and fail to bring fresh perspectives. The SEC has observed an increasing pattern of rotation and cross-appointment among board members within the same corporate group, raising serious concerns about independence and objectivity.

Poor Meeting Practices. Boards that meet infrequently, lack clear agendas, or fail to document decisions properly cannot fulfil their oversight responsibilities effectively.

Weak Succession Planning. Many boards have no systematic approach to identifying and developing future directors, leading to rushed appointments when vacancies arise.

The Legal Framework: What Every Director Must Know

The Companies and Allied Matters Act (CAMA) 2020

CAMA 2020 introduced reforms that materially reshaped governance requirements for Nigerian companies.

Key Provisions:

Independent Directors. Section 275 of CAMA 2020 requires every public company to have a minimum of three independent directors. Additionally, any shareholder with the power to nominate a majority of the board must nominate at least three independent directors.

Audit Committee Composition. Public companies must have an audit committee of five members—three shareholder representatives and two executive directors.

Director Limits. No individual may serve as a director in more than five public companies concurrently.

Small Company Exemptions. Small companies are exempt from the requirement to have a minimum of two directors.

Statutory Registers and Minutes. Section 241 of CAMA requires companies to record and keep minutes of all Board and General Meetings. By virtue of Section 335, it is the duty of the Company Secretary to attend meetings, render secretarial services, and maintain registers and other records.

The Nigerian Code of Corporate Governance (NCCG) 2018

The NCCG 2018, issued by the Financial Reporting Council of Nigeria (FRCN), established principles-based standards that encourage accountability, board diversity, and stakeholder engagement. The Code outlines 28 principles intended to foster an improved corporate governance regime in Nigeria.

Key Principles:

Principle 1: The Role of the Board. A successful company is headed by an effective Board responsible for providing entrepreneurial and strategic leadership, promoting ethical culture, and responsible corporate citizenship. The Board must act in the best interest of shareholders and other stakeholders while sustaining the prosperity of the company.

Principle 2: Board Structure and Composition. The effective discharge of Board responsibilities requires an appropriate balance of skills and diversity (including experience and gender) without compromising competence, independence, and integrity. The Code encourages Boards to put in place a Diversity Policy and establish measurable objectives for achieving diversity.

Board Size. The Code does not prescribe a minimum or maximum Board size but encourages appropriate balance of knowledge, skills, experience, diversity, and independence.

Board Refreshment. The Board must periodically invigorate its capabilities by appointing new members with relevant skills and fresh perspectives while retaining valuable knowledge and experience.

Board Independence. The Code recommends that no individual or small group should dominate Board decision-making. A person who is not a serving director should not exercise influence or dominance over the Board or management.

Board Committees. The Code recommends that boards, especially large and/or public companies, establish committees to properly oversee and control the business. Committees should meet regularly and report outcomes to the Board.

SEC Regulations on Board Appointments and Tenure

In 2025, the Securities and Exchange Commission (SEC) issued new regulations on board appointments and director tenure.

Key Provisions:

Tenure Limits. Directors may serve a maximum of 10 years within the same company. A combined total of 12 years is permitted within a group structure.

Cooling-Off Period. A former CEO or Executive Director who has reached their tenure limit may not be appointed as Chairman until after a 3-year cooling-off period.

CEO to Chairman Transition. CEOs are prohibited from transitioning directly into board chairmanship roles within the same company or group. The Chairman role carries a four-year term cap.

Independent Director Integrity. The SEC has raised concerns about the transmutation of Independent Non-Executive Directors (INEDs) into Executive Directors, including their elevation to CEO roles. This practice undermines the independence, objectivity, and governance safeguards that INEDs are meant to provide.

Essential Boardroom Practices

1. Separate the Roles of Chairman and CEO

A key principle of Nigerian corporate governance is the separation of power: the Chair of the Board and the Managing Director/CEO cannot be the same person. The Chairman should not serve in any committee, and the CEO should not serve as Chairman of any board committee. This separation ensures that no single individual has unchecked authority and that the Board can provide objective oversight of management.

2. Ensure the Right Board Composition

The Right Mix. To function effectively, a board requires the right mix of skills, experience, and diversity. The NCCG recommends an appropriate mix of Executive Directors, Non-Executive Directors, and Independent Non-Executive Directors, with the majority of the board being Non-Executive Directors.

Independent Directors. Independent Non-Executive Directors are non-executive directors with no ties to the company other than their board membership, ensuring an additional layer of objectivity. They serve as objective voices that balance executive influence and safeguard stakeholder interests. Under CAMA 2020, public companies must have at least three independent directors.

Board Size. The Board should be of a size sufficient to carry out its roles and responsibilities effectively, proportionate to the scale and complexity of the company’s operations.

Family Representation. To safeguard the independence of the Board, not more than two members of the same family shall sit on the Board of a public company at the same time.

3. Codify a Board Charter

The NCCG prescribes the codification of a Board Charter and highlights sixteen recommended practices as responsibilities of the Board which should be enshrined in the Charter. These include acting in the best interest of the company, establishing ethical standards, and maintaining proper internal audit functions.

What the Charter Should Cover:

Board roles and responsibilities

Committee structures and mandates

Meeting procedures and quorum requirements

Director appointment and evaluation processes

Succession planning

Code of conduct and ethics

4. Establish Board Committees

The Code recommends that boards, especially large and/or public companies, establish committees to properly oversee and control the business.

Essential Committees:

Audit Committee. Required for public companies under CAMA 2020. Comprises five members—three shareholder representatives and two executive directors. Responsible for overseeing financial reporting, internal controls, and the audit function.

Risk Management Committee. Oversees the company’s risk management framework and ensures that strategic, operational, and compliance risks are proactively identified and mitigated.

Compensation Committee. Responsible for proposing remuneration policies and ensuring fair compensation across the company.

Nomination and Governance Committee. Oversees director selection, board evaluation, and governance practices. Ensures transparent processes for board appointments.

Investment Strategy Committee. For companies with significant investment activities.

Special or Ad Hoc Committees. Boards may establish special or ad hoc committees for specific business combinations or transactions.

5. Meet Regularly and Effectively

The NCCG recommends that boards of directors meet at least once every quarter to properly perform their duties.

Best Practices for Board Meetings:

Clear Agendas. Circulate agendas and supporting materials in advance.

Regular Attendance. Directors should attend meetings consistently.

Constructive Challenge. Non-executive directors should constructively challenge and hold management accountable.

Document Decisions. Minutes of all Board and General Meetings must be recorded and kept. Minutes shall be properly written in English, adopted by the board or committee, signed off by the chair and secretary, and domiciled at the head office.

Follow-Up. Ensure that decisions are implemented and action items tracked.

6. Conduct Regular Board Evaluations

CAMA 2020 and the NCCG 2018 both encourage structured, independent assessments at intervals. Board evaluations help identify weaknesses, improve effectiveness, and rebuild public confidence.

What to Evaluate:

Board composition and diversity

Director performance and contribution

Committee effectiveness

Meeting quality and decision-making

Board culture and dynamics

Best Practice: Create a safe, confidential environment where directors can give candid feedback without fear of repercussion.

7. Invest in Director Development

Boards should promote continuous learning through induction and development programmes. These should include modules on environmental, social, and governance (ESG) disclosure trends and narrative reporting best practices. As governance expert Okechukwu noted, “Corporate institutions need board evaluation to rebuild public confidence, drive performance”.

8. Maintain Proper Records and Registers

Statutory Records. The Board has statutory records that must be kept, including common seals, register of use of seal, and minutes books.

Meeting Minutes. Sections 241 of CAMA requires companies to record and keep minutes of all Board and General Meetings. These minutes provide an official record of decisions, demonstrate compliance to regulators and auditors, and preserve the company’s history.

Director and Shareholder Registers. Under CAMA 2020, companies must maintain registers of directors and shareholders.

9. Plan for Succession

The Board must establish and maintain a succession plan for the company, including appointment processes, board evaluation, training and development mechanisms, and remuneration structures. Succession planning should be proactive, not reactive.

10. Access Independent Advice

Directors are sometimes required to make decisions of a technical and complex nature that may require independent external expertise. The NCCG recommends that the Board should ensure that directors have access to independent advice.

Challenges and How to Overcome Them

Challenge 1: Director Tenure and Entrenchment. Long-serving directors can become complacent and lose independence.

Solution: Implement term limits and regular board refreshment. The SEC now mandates a 10-year maximum tenure for directors in a single company.

Challenge 2: CEO Dominance. When CEOs dominate board discussions, independent oversight is compromised.

Solution: Ensure the Chairman and CEO roles are separate. Empower independent directors to challenge management constructively.

Challenge 3: Poor Meeting Preparation. Directors who come to meetings unprepared cannot contribute effectively.

Solution: Circulate meeting materials well in advance. Provide director training on reading and interpreting reports.

Challenge 4: Lack of Diversity. Homogeneous boards miss diverse perspectives.

Solution: Adopt a Diversity Policy with measurable objectives. Consider knowledge of the field, skill, experience, age, culture, and gender when appointing directors.

Challenge 5: Governance Theatre. Boards that have the right documents but fail to implement them.

Solution: Move from compliance to culture. Embed governance into the organisation’s DNA.

How Qeeva Advisory Helps

At Qeeva Advisory, we understand that effective boardroom practices are the foundation of strong corporate governance. We work with businesses of all sizes to build boards that drive sustainable growth, protect stakeholder interests, and build investor confidence.

Our Corporate Governance Advisory service helps you build governance frameworks that ensure effective board oversight, transparent decision-making, and accountability.

For businesses needing to establish board committees and governance structures, our Advisory Services provide strategic guidance for developing Board Charters, committee mandates, and governance policies.

Our Risk Management Services help you identify and manage the risks that boards must oversee—strategic, operational, and compliance risks.

We also offer Training and Capacity Building to equip your directors and senior management with the skills needed to fulfil their governance responsibilities effectively.

Our Service Methodology

We do not offer generic solutions. Our methodology is designed to be thorough, transparent, and actionable, ensuring that your governance initiatives are grounded in regulatory realities and positioned for long-term success.

Step 1: Governance Assessment

We begin by understanding your current governance landscape. This includes reviewing your Board Charter, committee structures, meeting practices, director composition, and compliance status. We identify gaps, risks, and opportunities for improvement.

This step is powered by our Corporate Governance Advisory .

Step 2: Governance Framework Design

Based on the assessment, we help you design a comprehensive governance framework tailored to your company’s size, industry, and regulatory obligations. This includes Board Charters, committee mandates, diversity policies, and succession plans.

This step is powered by our Advisory Services .

Step 3: Implementation Support

We help you implement the governance framework—from training directors to establishing monitoring and evaluation mechanisms. We provide ongoing support to ensure successful adoption.

This step is powered by our Training and Capacity Building .

Step 4: Monitoring and Continuous Improvement

We provide ongoing support to ensure your governance practices remain effective as your business grows and regulations evolve. This includes regular reviews, updates, and guidance on emerging best practices.

This step is powered by our Risk Management Services .

Frequently Asked Questions

Q: What is the minimum number of independent directors required for a public company in Nigeria?

A: Under Section 275 of CAMA 2020, every public company must have a minimum of three independent directors.

Q: Can the same person serve as Chairman and CEO of a Nigerian company?

A: No. A key principle of Nigerian corporate governance is the separation of power: the Chair of the Board and the MD/CEO cannot be the same person.

Q: How long can a director serve on a board in Nigeria?

A: The SEC has imposed a 10-year maximum tenure for directors in a single company and a 12-year limit within a group structure. A former CEO or Executive Director who has reached their tenure limit may not be appointed as Chairman until after a 3-year cooling-off period.

Q: What is the Nigerian Code of Corporate Governance 2018?

A: The NCCG 2018, issued by the Financial Reporting Council of Nigeria, is a principles-based code outlining 28 principles intended to foster an improved corporate governance regime in Nigeria. It applies to public companies and regulated private companies.

Q: What is a Board Charter?

A: A Board Charter is a document that codifies the roles, responsibilities, and procedures of the Board. The NCCG 2018 prescribes its codification and highlights sixteen recommended practices as responsibilities of the Board which should be enshrined in the Charter.

Q: How can Qeeva Advisory help my company strengthen its boardroom practices?

A: Qeeva Advisory provides comprehensive governance support including governance assessment, framework design, implementation support, and ongoing monitoring. Our Corporate Governance Advisory helps companies of all sizes build effective boards that drive sustainable growth.

The Bottom Line

Strong boardroom practices are not just about compliance—they are about building a company that can compete, attract investment, and deliver sustainable value. In Nigeria’s evolving regulatory environment, where CAMA 2020 and the NCCG 2018 have raised the bar for governance, boards that embrace best practices will outperform those that treat governance as a box-ticking exercise.

The key is to move beyond governance theatre to genuine governance culture. Separate the roles of Chairman and CEO. Ensure the right board composition. Codify a Board Charter. Establish effective committees. Meet regularly and document decisions. Conduct board evaluations. Invest in director development. Plan for succession. Access independent advice when needed.

With the right approach and the right support, any Nigerian company can build boardroom practices that strengthen governance, protect stakeholder interests, and drive long-term success.

The choice is yours.

Related Services

We offer specialised services to help organisations strengthen boardroom practices and corporate governance:

Corporate Governance Advisory – Build governance frameworks that ensure effective board oversight and accountability.

Advisory Services – Strategic guidance for developing Board Charters, committee mandates, and governance policies.

Risk Management Services – Identify and manage strategic, operational, and compliance risks.

Training and Capacity Building – Equip directors and senior management with the skills needed to fulfil their governance responsibilities.

Company Secretarial Services – Maintain accurate statutory registers and ensure compliance with CAMA 2020 requirements.

Let’s Talk About Your Boardroom Practices

Effective boardroom practices are not just about governance—they are about building a company that can compete and win. At Qeeva Advisory, we take the time to understand your unique organisation and develop governance strategies that work for you.

Whether you need help with governance assessment, framework design, or director training, our team is here to support you.

📞 Call us: (+234) 802 320 0801, (+234) 807 576 5799

📧 Email: info@qeeva.com

📍 Visit us: 5, Ishola Bello Close, Off Iyalla Street, Alausa, Ikeja, Lagos, Nigeria

Contact us today to schedule a complimentary consultation. We would love to hear about your organisation and explore how we can help you build boardroom practices that drive sustainable success.

Your journey to stronger governance starts with a conversation. Let’s talk.