Corporate Governance, Compliance and Legal Framework

CORPORATE GOVERNANCE, COMPLIANCE AND LEGAL FRAMEWORK

RATIONALE Corporate governance is no longer just a concern for listed companies; it is the bedrock of sustainable business for organizations of all sizes. In an era of heightened regulatory scrutiny and social accountability, a robust corporate governance framework is the primary defense against scandal, fraud, and failure. It defines how power is exercised, how decisions are made, and how stakeholders are protected.

However, many organizations view governance as a “tick-box” compliance exercise rather than a strategic enabler. This disconnect leads to weak boards, ineffective oversight, and toxic corporate cultures. True governance goes beyond the bylaws; it embeds integrity and transparency into the DNA of the organization.

This training programme provides a 360-degree view of the governance landscape. It equips directors and executives with the tools to build a board that works, ensure regulatory compliance, and foster an ethical culture that drives long-term value.

OVERALL OBJECTIVES By the end of the programme, participants will be able to:

• Implement a world-class corporate governance framework aligned with global codes.

• Understand the roles, duties, and liabilities of Directors and the Board.

• Design effective Board committees (Audit, Risk, Remuneration).

• Ensure compliance with the Companies and Allied Matters Act (CAMA) and other regulations.

• Manage conflicts of interest and related-party transactions.

• Champion ESG (Environmental, Social, and Governance) initiatives.

COURSE CONTENT

Day One: Foundations of Corporate Governance

• Defining Governance: Separation of Ownership and Control

• The Agency Problem and Stakeholder Theory

• Overview of the Nigerian Code of Corporate Governance (NCCG)

• The 3 Pillars: Transparency, Accountability, and Fairness

• The consequences of governance failure: Case studies (Enron, Cadbury, etc.)

Day Two: The Board of Directors

• Board Composition: Executive, Non-Executive, and Independent Directors

• Roles of the Chairman vs. the CEO

• Fiduciary duties and Duty of Care under the law

• Board dynamics and decision-making processes

• Evaluating Board performance and effectiveness

Day Three: Compliance and Legal Framework

• Navigating the Regulatory Landscape (SEC, CAC, CBN codes)

• The role of the Company Secretary and Compliance Officer

• Managing regulatory risk and avoiding sanctions

• Anti-Money Laundering (AML) and Combating Financing of Terrorism (CFT)

• Whistleblowing policies and protection mechanisms

Day Four: Risk Governance and Controls

• The Board’s role in Risk Management

• Establishing the Internal Audit and Risk Committee

• The Three Lines of Defense model in governance

• Internal Control over Financial Reporting (ICFR)

• Cyber governance and data privacy oversight

Day Five: Ethics, Culture, and Sustainability

• Tone at the Top: Building an ethical corporate culture

• Managing Conflicts of Interest and Code of Conduct

• Introduction to ESG (Environmental, Social, Governance) reporting

• Shareholder engagement and investor relations

• Capstone: Designing a governance improvement plan

METHODOLOGY The training will be delivered using interactive and practice-oriented learning approaches, including:

• Expert-led presentations on corporate governance framework

• Boardroom simulation exercises

• Review of corporate governance codes

• Case studies of governance successes and failures

• Interactive Q&A with governance practitioners

TARGET AUDIENCE This programme is suitable for:

• Board Members and Directors

• C-Suite Executives (CEO, CFO, COO)

• Company Secretaries and Legal Advisors

• Compliance and Risk Officers

• Internal Auditors

MODE OF ASSESSMENT Participants will be assessed through:

• Governance case study analysis

• Mock Board meeting participation

• Compliance risk assessment exercise

• Certificates of participation will be issued upon successful completion.

FEES Training fees are charged per participant and are inclusive of:

• Training materials

• Resource documentation

• Certificate of participation

• Refreshments (where applicable)

• Detailed fee structure available upon request.

VENUE The programme can be delivered at:

• AYU GLOBAL–approved training centres

• Client-designated venues

• Virtual or hybrid platforms, where applicable

DATE To be scheduled in consultation with participating organizations.

DURATION Five (5) Days

CAPABILITY STATEMENT AYU GLOBAL INTERNATIONAL is a leading management and capacity development consulting firm with expertise in:

• Corporate governance framework design and evaluation

• Board induction and evaluation services

• Regulatory compliance and legal advisory

• Institutional capacity building

• Strategic leadership and project management

The firm has successfully delivered training and advisory services to government institutions, regulatory agencies, private sector organizations, and development partners.

FACULTY / RESOURCE PERSONS The programme will be facilitated by seasoned professionals with expertise in:

• Corporate Law and Governance

• Institute of Chartered Secretaries and Administrators (ICSAN) standards

• Boardroom psychology and dynamics

• Risk and Compliance Management

• ESG Strategy

CONCLUSION Good governance is good business. This programme empowers your leadership to build an institution that is trusted by investors, respected by regulators, and valued by society. AYU GLOBAL INTERNATIONAL is your partner in achieving governance excellence.