Understanding NCC’s New Corporate Governance Code for Nigeria’s Telecom Sector

Contributor: Janet Udoka

Introduction
The Nigerian Communications Commission (“NCC” or the “Commission”), in exercise of its powers under Section 70 of the Nigerian Communications Act, 2003 (“NCA”), has issued the Guidelines on Corporate Governance for the Communications Industry (“the Guidelines”), thereby repealing the Code of Corporate Governance for the Telecommunications Industry, 2016. The Guidelines are intended to enhance transparency, accountability, and sustainable growth within the communications sector. Developed in alignment with the Nigerian Code of Corporate Governance 2018 (“NCCG 2018”) and the Companies and Allied Matters Act, 2020 (“CAMA 2020”), the Guidelines seek to entrench ethical leadership, protect the interests of stakeholders, and ensure the long-term stability of licensed communications companies (“Licensees”). This regulatory framework reflects the Commission’s commitment to building a robust and resilient communications industry that fosters innovation, upholds consumer protection, and bolsters investor confidence in Nigeria’s rapidly evolving digital economy^[1].

Legal Framework

The Guidelines are structured into twelve (12) distinct parts, addressing the following key areas: the Board of Directors; performance evaluation mechanisms, the Board and corporate value system, the roles and responsibilities of officers of the Board, shareholders and stakeholders’ engagement, risk management and internal control frameworks, reporting obligations, transparency and disclosure requirements, related party transactions; and compliance reporting obligations^[2].

Key provisions of the Guidelines
The newly issued framework shall apply to all entities engaged in the provision of communication services within the Federal Republic of Nigeria. Its objective is to uphold the highest standards of transparency, due process, data integrity, disclosure obligations, accountability, and ethical conduct in the communications industry, while ensuring that enterprise and innovation are not unduly hindered. Pursuant to the Guidelines, the Nigerian Communications Commission (“the Commission”) is vested with the authority to conduct periodic oversight and compliance assessments of all licensees. In the event of any breach of the provisions of the framework, the Commission shall impose appropriate regulatory sanctions on any licensee found to be in default^[3].

The framework mandates that all licensees constitute a Board of Directors vested with clearly defined responsibilities. It expressly prescribes that the Board shall comprise a Chairman, a Managing Director/Chief Executive Officer (MD/CEO), an Executive Director (ED), a Non-Executive Director (NED), and an Independent Non-Executive Director (INED). For the purpose of ensuring proper checks and balances and eliminating any ambiguity, the framework further provides that the positions of Chairman (or Vice-Chairman) and Chief Executive Officer (CEO) shall not be held by the same individual^[4].

The Guidelines provide that any person who has previously held the position of Chairman of the Board or served as a Non-Executive Director (NED) shall not be eligible for appointment as Managing Director/Chief Executive Officer (MD/CEO) or to any other executive position within the same licensee or any of its affiliates for a period of five (5) years from the date of cessation of such prior office. Furthermore, the Guidelines stipulate that no more than two individuals from the same family may simultaneously hold positions on the Board of any licensee^[5]. The Guidelines require that all Independent Non-Executive Directors (INEDs) shall have demonstrable knowledge and expertise in Information and Communications Technology (ICT) and/or cybersecurity^[6].

The framework further stipulates that the performance of each member of the Board shall be subject to an evaluation conducted by an independent external consultant. Such evaluation shall be undertaken prior to any board election, and the resulting report shall constitute a mandatory prerequisite for determining the eligibility of any board member seeking re-election^[7].

The framework further stipulates the establishment of a comprehensive Risk Management Process and an Internal Control System, vesting primary responsibility for risk governance and the continuous oversight of risk management in the Board of Directors. The Risk Management Process shall encompass the systematic identification, assessment, evaluation, mitigation, and monitoring of risks, ensuring alignment with the licensee’s strategic and operational objectives. Furthermore, the Board of Directors shall be under a mandatory obligation to implement and maintain an effective Internal Control System designed to ensure transparency and integrity in financial reporting, adherence to all applicable legal and regulatory requirements, and the periodic assessment of the adequacy and effectiveness of such controls within the organization^[8].

The Guidelines mandate that the Board shall establish and maintain a Whistleblowing Policy, together with effective mechanisms that ensure the confidential reporting of unethical, unlawful, or improper practices within the organization. Such mechanisms shall be subject to review at intervals not exceeding twelve (12) months to verify their adequacy and continued effectiveness. Furthermore, the Board is advised to adopt a Code of Ethics and a comprehensive Whistleblowing Policy designed to foster a culture of integrity and transparency, and to provide assurance that employees or other stakeholders may report unethical or illegal conduct without risk of reprisal or retaliation^[9].

Conclusion:
the NCC’s new Guidelines on Corporate Governance for the Communications Industry establish a robust regulatory framework designed to promote ethical leadership, transparency, accountability, and long-term sustainability within Nigeria’s telecom sector. By imposing clear requirements on board composition, performance evaluation, risk management, internal controls, and whistleblowing mechanisms, the framework not only aligns with global best practices but also strengthens investor confidence, protects stakeholders’ interests, and fosters innovation. With the Commission’s enhanced oversight and enforcement powers, these Guidelines signal a decisive shift toward higher governance standards, ensuring that licensees operate responsibly while contributing to the growth and stability of Nigeria’s rapidly evolving digital economy.

REFERENCE

1. Strengthening Corporate Governance in Nigeria’s Communication Sector: NCC Issues New Guidelines (afriwise) available at https://www.afriwise.com/blog/strengthening-corporate-governance-in-nigerias-communication-sector-ncc-issues-new-guidelines accessed August 2025. ↑
2. Ibid. ↑
3. Regulation 5, Guidelines on Corporate Governance, 2025. ↑
4. Regulation 6, Guidelines on Corporate Governance, 2025. ↑
5. Regulation 7, Guidelines on Corporate Governance, 2025. ↑
6. Ibid. ↑
7. Regulation 12, Guidelines on Corporate Governance, 2025. ↑
8. Regulation 27&28, Guidelines on Corporate Governance, 2025. ↑
9. Regulation 29, Guidelines on Corporate Governance, 2025. ↑