Content of the Governance Report of Corporate Entities (5 Marks)

The Securities and Exchange Commission (SEC) Nigeria mandates that the annual reports of all quoted companies include a Corporate Governance Report to ensure transparency, accountability, and compliance with corporate governance principles. The content of the Governance Report typically includes:

1. Board Structure and Composition
   • Details about the board’s structure, including the number of directors, their designations (executive, non-executive, or independent), and their qualifications and expertise.
2. Roles and Responsibilities of the Board
   • A clear outline of the board’s responsibilities, including overseeing strategy, risk management, and the company’s overall performance.
3. Board Committees
   • Information about the committees established by the board, such as the audit committee, nomination committee, and risk management committee, including their functions and membership.
4. Director Remuneration and Compensation Policies
   • Disclosure of the directors’ remuneration structure, including fixed and variable pay, and policies guiding compensation.
5. Risk Management and Internal Control
   • A summary of the company’s risk management framework, internal control systems, and measures taken to address identified risks.
6. Ethics and Compliance
   • The company’s commitment to ethical business practices, compliance with legal and regulatory requirements, and adherence to a code of ethics.
7. Shareholder Engagement
   • Policies and practices for engaging with shareholders, including the conduct of annual general meetings (AGMs) and mechanisms for addressing shareholder concerns.
8. Corporate Social Responsibility (CSR) and Sustainability
   • Information about the company’s CSR initiatives, sustainability efforts, and contributions to environmental, social, and governance (ESG) objectives.
9. Board Evaluation and Development
   • Details of the annual performance evaluation of the board, including processes for director development and succession planning.
10. Governance Framework Compliance

• Confirmation of compliance with the SEC Code of Corporate Governance and any deviations or explanations for non-compliance.