Corporate Governance Guideline
Issued 3 March 2023
1.1 Tech Herfrica Support Foundation strives to ensure transparency and accountability in all its engagements. Accordingly, we have adopted some core principles to foster good corporate governance across the organisation.
1.2 These Guidelines will help Tech Herfrica meet its governance responsibilities and drive greater corporate accountability.
1.3 The Board of Directors of Tech Herfrica shall be responsible for monitoring adherence to ensure that breaches are effectively sanctioned and this may be delegated to the Board committee responsible for nomination and governance. Directors, top management, and all other employees shall have an obligation, at all times, to comply with the provisions of these Guidelines.
1.4 Non-compliance with the provisions of these Guidelines will attract legal action.
1.5 These Guidelines were developed to:
- Institutionalise corporate governance best practices in Tech Herfrica
- Promote awareness of corporate values and ethical practices
- Show a clear delineation of roles, authority, and responsibilities among the Board and Management
- Better align the interest of the Board and Management
2.0 BOARD OF DIRECTORS (The Board)
The Board shall be made up of the Chairman, Non-Executive Directors (NED), Independent Non-Executive Directors (INED), Executive Director/ Chief Executive Officers, and the Company Secretary
2.1 Role of the Board
2.1.1 The Board shall ensure that it acts in good faith in the exercise of its duties and shall ensure that its responsibilities are performed impartially.
2.1.2 The Board shall exercise a degree of care and diligence in fulfilling its responsibilities.
2.1.3 The Board shall provide oversight and strategic direction for Tech Herfrica as follows:
- Establishing the vision, mission, and values;
- Developing annual plans of the Board;
- Setting long and short-term strategies;
- Establishing policies for governing the organization;
- Appointing Non-Executive Directors (NEDs) and Independent Non-Executive Directors (INEDs);
- Appointing an Executive Director/Chief Executive Officer (ED/CEO), and Senior Management (Heads of Departments), to oversee the day-to-day operations of Tech Herfrica;
- Developing the Contract of Employment of the ED/CEO, which shall include Terms of Reference (ToR), Tenure, and Remuneration;
- Ensuring that the Board and its Committees comprise of members with relevant skills, experience, and competencies;
- Establishing agreed performance targets for Executive Management;
- Monitoring and evaluating the performance of Executive Management;
- Overseeing the effectiveness and adequacy of the Board Committee;
- Appointing the Company Secretary, developing his/her ToR, and ensuring that the person appointed is able to provide independent professional advice to the Board and Management;
- Promoting and overseeing the highest standards of corporate governance within the Board;
- Establishing a succession plan, appointment process, induction and regular training process, and remuneration structure for both Board and Executive Management (Executive Directors, Non-Executive Directors, and Independent Non-Executive Directors);
- Developing Charter and Terms of Reference (ToR) for Management Committees of the PFOs; and
- Ensuring compliance with the laws of the Federal Republic of Nigeria and other African countries we operate in.
2.1.4 Directors should undertake diligent analysis of all proposals placed before the Board and act with the level of skill expected of them.
2.1.5 Directors should not make improper or prejudicial use of information acquired as Directors and not disclose non-public information except where disclosure is authorised or legally mandated.
2.1.6 Directors should not take advantage of their position as Directors for personal gains.
2.1.7 Directors should not engage in conduct likely to discredit Tech Herfrica and should encourage fair dealings by all employees.
2.2 Other Practices:
2.2.1 The Board shall develop a policy and criteria for the selection and appointment of Directors.
2.2.2 The Board shall exercise a degree of care and diligence in fulfilling its responsibilities.
2.2.3 The Board shall constitute a Nomination and Governance Committee to make recommendations to the Board on all Board appointments.
2.2.4 A person who is not a serving director of Tech Herfrica should not exercise any influence on the decision-making of the Board or Management.
2.2.5 The Board shall develop a policy for the onboarding and orientation of new Directors to the Board.
2.3 Officers of the Board
2.3.1. The Chairman of the Board (The Chairman):
22.214.171.124 The ED/CEO shall only be appointed to the position of Chairman or NED in exceptional circumstances and after a cooling-off period of at least three years.
126.96.36.199 The Chairman shall hold meetings with the NED without the Executive present at least once annually and on such other occasions as deemed appropriate.
188.8.131.52 The Chairman’s responsibilities include:
- Acting in the best interest of Tech Herfrica;
- Taking an active role in reviewing and approving policies for major initiatives and activities;
- Promoting a culture of openness and debate among the Directors; and
- Facilitating effective contribution and constructive relations between the EDs and NEDs.
2.3.2 The Executive Director/ Chief Executive Officer:
184.108.40.206 – The functions and responsibilities of the ED/CEO shall include:
- Ensuring that the Management team is effective and operates in a cohesive manner and all Senior Management focus on their key responsibilities;
- Ensuring effective communication with all stakeholders;
- The ED/CEO provides overall leadership for the Management team;
- Responsible for running of the affairs of the, implementation of its strategic initiatives and policies as well as prudent management of resources;
- Contributing to the development of strategies and policies;
- Ensure that Management provides the Directors with accurate and timely information; and
- Perform any other duties that may be assigned from time to time.
2.3.3 Non-Executive Director:
220.127.116.11 The responsibilities of the NEDs shall include:
- Contributing to the agenda and deliberations of the Board, Board Committees, and Annual General Meetings (AGMs); and
- Ensuring that they attend all Board and Board Committee Meetings (as applicable).
2.3.4 Independent Non-Executive Director:
18.104.22.168 An INED is one who:
- is not a trustee of Tech Herfrica;
- Has not been an employee and/or executive management Tech Herfrica;
- Does not have an immediate family member (i.e., spouse, child, adopted child, step-child, brother, sister or parent) who is, or has been employed by Tech Herfrica within the last three (3) years;
- Has not received any compensation or remuneration from Tech Herfrica for the past five (5) financial years, apart from Director’s fees and allowances;
- Has not served on the Board for more than nine years from the date of his/her first election; and
- Has not been appointed to represent the interest of some trustees.
22.214.171.124 The Board shall not reclassify an existing NED into an INED on the same Board
126.96.36.199 The responsibilities of the INEDs shall include:
- Providing the Board with an independent opinion;
- Ensuring that they attend all Board and Board Committee Meetings (as applicable); and
- Ensuring and advising on the maintenance of corporate governance at all times.
2.3.5 Company Secretary:
188.8.131.52 The responsibilities of the Company Secretary (CS) shall include:
- Assisting the Board Chairman and MD/CEO in coordinating activities regarding the Board and Board Committees; and
- Ensuring good information flow within the Board, its Committees and Senior Management.
2.4 Board Meetings:
2.4.1 The Board shall hold meetings once every quarter.
2.4.2 Written notices, including agenda of the meeting, shall be circulated before the meeting, except in the circumstance of emergency meetings, where the notice period may be reduced or waived.
2.4.3 Every Director shall endeavor to attend all Board and Board Committee meetings in which he/she is a member. Any Director who does not attend at least 50% of all Board and Board Committee meetings during his/her tenure except in special circumstances shall not qualify for consideration for re-election.
2.4.4 The quorum for Board meetings shall be clearly specified in the Memorandum and Articles of Association as well as the Board Charter.
2.5 Board Committees:
2.5.1 The Board shall establish structured Committees, which shall include Audit Committee and Nomination & Governance.
2.5.2 The Board shall ensure that each Committee comprises Directors with relevant skills and competencies.
2.5.3 The Board shall review the performance of the Committees annually.
2.5.4 The Nomination and Governance Committee:
184.108.40.206 Members of the committee responsible for Nomination and Governance shall be NEDs and shall include at least one INED.
220.127.116.11 Members of the Committee responsible for Nomination and Governance, shall also be responsible for setting Remuneration for Board and Management.
18.104.22.168 The Committee shall meet at least once every quarter.
22.214.171.124 The Nomination and Governance Committee’s responsibilities shall include:
- Reviewing prospective candidates’ qualifications and any potential conflict of interest, assessing the contributions of current Directors against their re-nomination suitability, and make appropriate recommendations to the Board;
- Review the structure, size and composition of the Board at least annually and make recommendations on any proposed changes; and
- Fix the remuneration for members of the Board and Management.
2.5.5 Audit Committee:
126.96.36.199 The responsibilities of the Audit Committee shall include:
- Reviewing controls over financial reporting, information technology security, and operational matters;
- Assessing the qualifications, independence, and performance of internal and external auditors;
- Obtaining appropriate external assurance and reporting on the design and operating effectiveness of internal controls in its annual audited financial report; and
- Ensuring that the scope of the audit plan is appropriate, risk based, and addresses major areas of concern, and that the audit plan is reviewed within appropriate frequency.
188.8.131.52 The Audit Committee shall have unrestricted access to the financial records of Tech Herfrica, including external auditors’ reports.
2.6 Appointment to the Board:
2.6.1 The tenure for the ED/CEO, NED, INED shall be determined by the Board but shall not exceed the maximum tenure provided in these Guidelines.
2.6.2 To resign, Directors shall submit a written notice of resignation addressed to the Chairman and the Commission.
2.6.3 Where a Director has concerns, which cannot be resolved and he elects to resign from the Board, such concerns shall be detailed in a written statement to the Chairman for circulation to the Board
2.7 Induction and Training of Director: The Induction programme shall include:
- About Tech Herfrica
- The Memorandum and Articles of Association
- Board procedures and matters reserved for the Board;
- Key performance indicators; and
- Regulatory requirements.
2.8 Board Evaluation:
- The Individual Evaluation shall aim to show the contributions of each Director to the Board, including time committed for Board and Board Committee meetings.
- To bring objectivity to the process, the Board may consider the use of an external third party to conduct the evaluation.
- Where the use of an external third party is not desirable, the Board may decide to design and institute its own internal board review and evaluation process, and the following shall apply:
- The Nomination and Governance Committee shall be responsible for evaluating performance;
- The NEDs, led by the INED, shall be responsible for performance evaluation of the Chairman, taking into account the views of the ED;
- The Chairman and the NEDs shall be responsible for the evaluation of ED;
- The Chairman and the ED shall be responsible for the evaluation of NEDs; and
- Details of such processes shall be approved by the Board prior to the evaluation.
2.9. The Chairman shall act on the results of the performance evaluation by recognizing the strengths and addressing the weaknesses of the Board and its Committees.
2.10 The Board shall attach the outcome of the annual evaluation to its Corporate Governance Report.
2.11 Corporate Governance Evaluation:
2.11.1 The annual Corporate Governance Evaluation Report shall be developed not later than three months after a financial year-end
2.11.2 The Corporate Governance Report should include:
- A description of Corporate Governance practices instituted in the reporting year
- Disclosures of any deviation from the Corporate Governance Guidelines
- Delegation of authority by the Board to any Board Committee to make decisions on any Board matter
- The number of Board meetings held in the year and the attendance of every Board member at the meetings
- The number of Board Committee meetings held in the year and the attendance of every Board Committee member at the meetings
- The terms of reference of all Board Committee
- The type of material decisions that require Board approval under
- The nature of Independent Directors relationship and the reason for considering him/her as independent
- The relationship between the MD/CEO and the Chairman where they are related (spouse, child, step-child, brother, sister or parent)
- The process for selection and appointment of new Directors to the Board
- Key information regarding the Directors, i.e., which Directors are Executive, Non-Executive or considered by the Nomination and Governance Committee to be independent
- The process of assessing the effectiveness of the Board as a whole and the contribution of each individual Director to the effectiveness of the Board
- Composition of the Board Committees and details of their activities
- The adequacy of internal controls, including financial, operational and compliance controls
- How the performance evaluation of the Board, its Committees and its Directors was conducted
- Re-election practices
2.11.3 The tenure for the MD/CEO and the EDs shall not exceed a maximum of ten (10) years.
2.11.4 NEDs shall serve for a maximum period of fifteen (15) years on the Board. However, it is necessary to reinforce the Board by continually injecting new energy, fresh ideas and perspectives. The Board should ensure the periodic appointment of new Directors to replace existing NEDs.
2.11.5 INEDs shall not serve on the Board for more than a maximum of 9 (nine) years comprising three terms of three years each.
2.11.6 No Chairman of the Board can become the ED/CEO upon expiration of his/her tenure.
2.11.7 To ensure smooth transition,, a grace period of two years from the date of the commencement of these Guidelines, shall apply where Board Member’s aggregate or cumulative tenure has already exceeded tenure limit for such position.
2.11.8 The Board should carefully consider compensation commitments to Directors in the event of early termination.
2.11.9 Remuneration structure should reflect the level of work expected of the EDs and NEDs and shall be in a manner that is consistent with appropriate incentives.
2.11.10 A person shall cease to hold office as a member of the Board if:
- He/she resigns his/her appointment;
- He/she has served the prescribed tenure;
- He/she dies;
- He/she is guilty of serious misconduct in relation to his/her duties;
- He/she is absent or fails to attend two of the mandatory meetings held in a year without satisfactory explanation;
- He/she becomes incapable of carrying out the functions of his/her office, either due to infirmity of the body or mind;
- He/she is declared bankrupt or compromises with his/her creditors;
- He/she is convicted of any offence involving dishonesty or fraud;and
- His/her appointment has been previously terminated or has been dismissed for reason of gross misconduct, fraud, dishonesty or conviction for an offence involving dishonesty or fraud.
All members are expected to abide by the provisions of this Guideline.