- 5 Marks
Question
Institutional investors, if not all investors, need information about corporate governance in order to make rational and reasonable investment decisions. As such, the Securities and Exchange Commission (SEC) of Nigeria requires that the annual reports of all quoted companies should include a corporate governance report.
Required:
Identify the contents of such a corporate governance report. (5 Marks)
Answer
The Contents of a Corporate Governance Report
The contents of a corporate governance report typically include the following:
- Compliance with Laws and Regulations: A statement ensuring the company adheres to relevant legal and regulatory requirements.
- Board Composition: Details about the structure of the board, including the number and type of directors (e.g., executive, non-executive, independent).
- Role of the Board: The responsibilities and functions of the board in overseeing the company’s management and operations.
- Directors’ Interest in Contracts: Disclosure of any personal or financial interests directors have in contracts involving the company.
- Board Meetings: Information on the frequency, attendance, and key discussions in board meetings.
- Board Changes: Any changes in the board’s composition during the year, including appointments, resignations, or removals.
- Committees of the Board: An overview of the various committees formed by the board (e.g., audit, remuneration, risk).
- Roles and Responsibilities of the Board Committees: A detailed description of the roles of each committee and how they have discharged their duties.
- Control Environment: An explanation of the company’s internal controls, risk management processes, and how these are implemented across the organization.
- Induction and Training: Information on how new directors are inducted and the ongoing training provided to enhance their performance.
- Performance Evaluation Process: How the performance of the board and individual directors is evaluated.
- Code of Business Conduct and Code of Governance for Directors: The ethical standards and governance policies directors are expected to follow.
- Human Resource Policies: Information on HR policies, the company’s internal management structure, employee relations, employee share ownership schemes, and other workplace development initiatives.
- Statement of Company’s Risk Management Policies and Practices: The company’s approach to identifying, assessing, and managing risks.
- Dealings in Securities Code: The company’s policy on directors and employees’ dealings in company securities, ensuring they comply with relevant regulations.
- Tags: Annual Reports, Corporate Governance, Investment decisions, SEC Nigeria
- Level: Level 3
- Uploader: Kofi