In a move to strengthen corporate governance practices across the telecommunications sector, the Nigerian Communications Commission (NCC) on Wednesday, August 6, 2025, officially unveiled the 2025 Guidelines on Corporate Governance.1 The initiative underscores the Commission's commitment to promoting governance principles that serve the long-term interests of licensees, shareholders, and other industry stakeholders.
At the launch, the Executive Vice Chairman of the NCC, Dr. Aminu Maida, emphasised that robust corporate governance is key to ensuring the long-term sustainability of the telecoms sector in Nigeria. He explained that the Guidelines represent a significant move toward building an ethical and innovative telecommunications industry.
Dr. Maida also referenced findings from research conducted by the NCC in 2024, which showed that telecom firms with stronger governance frameworks consistently outperformed their peers in service delivery, regulatory compliance, and financial stability. In his own words: "[t]his evidence affirms a critical truth," he said. "Good governance is not merely a regulatory requirement; it is a strategic imperative for business success and long-term sustainability."2
Although implementation of the guidelines is set to begin next year, he stated that the NCC will continue to engage with industry stakeholders to ensure a smooth and hitch-free rollout.
Below are some key provisions of the Guidelines that all licensees should be familiar with.
The newly introduced framework applies to all communication companies operating in Nigeria. It aims to ensure that the highest standards with regard to transparency, due process, data integrity, disclosure requirements, accountability, and ethics are maintained in the industry, without impeding enterprise or innovation.
The Guidelines also empower the Commission to carry out periodic oversight of licensees to assess their level of compliance. Where breaches are identified, appropriate sanctions will be imposed on any licensee that fails to adhere to the provisions of the new framework.3
The framework provides for all licensees to have a Board of Directors, imbued with appropriate responsibilities.4 It expressly outlines the composition and structure of such Boards to consist of a Chairman, Managing Director/Chief Executive Officer (MD/CEO), Executive Director (ED), Non-Executive Director (NED), and Independent Non-Executive Director (INED). To ensure checks and balances and avoidance of doubts, the framework stipulates that the office of the Chairman (or vice chairman) and Chief Executive Officer (CEO) be held by two separate individuals.
The Guidelines prohibit any individual who has previously served as Chairman of the Board or as a Non-Executive Director (NED) from being appointed as the Managing Director/Chief Executive Officer (MD/CEO), or from assuming any executive position within the same licensee or any of its affiliates, for five (5) years from the date they vacate their former role. It also stipulates that no more than two members of the same family may serve on the board of a licensee at the same time.5 The Guidelines mandate that Independent Non-Executive Directors (INEDs) must possess relevant knowledge and experience in Information and Communications Technology (ICT) and/or cybersecurity.6
The framework also provides for a performance evaluation of Board members, which must be conducted by an independent external consultant. This appraisal is to be carried out prior to board elections, and the evaluation report will serve as a key requirement in determining a board member's eligibility for re-election.7
The framework further introduces a Risk Management Process and an Internal Control System, assigning the primary responsibility for risk governance and ongoing risk management to the Board. The risk management process is defined to include the identification, assessment, evaluation, mitigation, and monitoring of risks in alignment with the licensee's business objectives. Additionally, the Board is mandated to establish an effective internal control system that promotes transparency in financial reporting and regulatory compliance, while also ensuring periodic evaluations of the effectiveness of these controls within the organization.8
The Guidelines require the Board to establish a Whistleblowing Policy and effective mechanisms that facilitate the confidential reporting of unethical or illegal practices within the organization. These mechanisms must be reviewed at least once every twelve (12) months to ensure continued effectiveness. The Board is also encouraged to develop a Code of Ethics and a comprehensive Whistleblowing Policy to promote a culture of integrity and to encourage employees to report any unethical or unlawful behaviors without fear of retaliation.9
The framework contains corporate governance principles that are essential to the promotion of public awareness and implementation of corporate values and ethical practices to enhance the business environment in Nigeria. For more information, please visit the NCC website at <https://ncc.gov.ng/guidelines> for the Guidelines on Corporate Governance, 2025.
Footnotes
1. 'NCC' Guidelines on Corporate Governance, 2025, available at: <https://www.ncc.gov.ng/sites/default/files/2025- 07/Guidelines-on-Corporate-Gov.pdf> accessed 7th August, 2025.
2. Zakariyya Adaramola, 'FG goes tough on telcos, introduces new guidelines', available at:<https://dailytrust.com/fg-goes-tough-on-telcos-introduces-new-guidelines/> accessed on 7th August, 2025.
3. Regulation 5, Guidelines on Corporate Governance, 2025.
4. Regulation 6.
5. Regulation 7.
6. Ibid.
7. Regulation 12.
8. Regulation 27 and 28.
9. Regulation 29.
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