The Nigerian Code of Corporate Governance (the "Code") was issued in 2018 by the Financial Reporting Council of Nigeria pursuant to Sections 11(c) and 41(c) of the Financial Reporting Council of Nigeria Act, 2011.The Code applies to companies of different sizes across different industries and seeks to institutionalise corporate governance best practices in the corporate sector.
The Code contains twenty-eight principles of corporate governance, sixteen of which apply to the role of the Board of directors (the “Board”) in entrenching corporate governance in companies. Principle 15 of the Code provides that “Institutionalising a system for evaluating the Company’s corporate governance practices ensures that its governance standards, practices and processes are adequate and effective.”
Further to this principle, the Code recommends that the Board of each company should ensure that an annual corporate governance evaluation, including the extent of application of the Code, is carried out by an independent external consultant at least once in three years. The summary of the report of the evaluation is to be included in the company's annual report and on the investors' portal of the company, if applicable.
Other distinct values which the Board is required to bring to each company with respect to corporate governance are: an enriching external perspective, a dimension of competent objectivity, supportive criticism of Management, an informed appraisal of the business and a friendly ear in times of difficulty. The Board is also regarded as the custodian of accountability and the moderator of conflicts of interest.
Essentially, the Board is expected to apply good corporate governance principles with the required transparency. These principles are expected to ensure that all companies are well run and that the interests of all stakeholders are protected at all times.
 Chapter F42, Laws of the Federation of Nigeria, 2004
 Principle 15 of the Code
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