ID Exchange of Nigeria
Independent directors are a statutory requirement here, not a code recommendation — every public company must have at least three under the Companies and Allied Matters Act 2020.
Nigeria put independent directors into statute. Section 275 of the Companies and Allied Matters Act 2020 requires every public company to have at least three independent directors, which is a stronger obligation than most African and several European markets impose. Above it sits the Nigerian Code of Corporate Governance, which operates on apply-and-explain in the King IV tradition rather than comply-or-explain, and asks boards to explain the practices they have adopted and the outcomes achieved.
- ~150
- Companies listed on the Nigerian Exchange (NGX)
- 3
- Independent directors required of every public company, CAMA 2020 s.275
- 28
- Principles in the Nigerian Code of Corporate Governance, applied and explained
Can a foreign director sit on a board here?
No residency or nationality requirement applies to a director of a Nigerian company, and foreign directors are common on listed and multinational-subsidiary boards.
- Residency test
- None.
- Nationality test
- None.
- Work authorisation
- A non-resident director attending board meetings travels on a business visa. Executive and resident roles require expatriate quota approval and a CERPAC.
- Board language
- Board process is in English, which removes the language barrier that applies across much of the region.
- Time commitment
- Typically 4–6 board meetings a year plus committee cycles; regulated boards meet more often.
What you have to do
The appointment steps, in order.
- 1Consent to act, and confirmation of eligibility and independence under CAMA
- 2Filing of the change of directors with the Corporate Affairs Commission
- 3For a listed company, disclosure to the SEC and NGX and inclusion in the annual governance report
- 4For a bank or insurer, Central Bank of Nigeria or NAICOM approval before the appointment takes effect
What actually gets in the way
- CAMA restricts the number of public-company directorships a person may hold, which constrains portfolio building
- Foreign-exchange and repatriation considerations affect how directors' fees actually reach a non-resident
- Board process is in English, which removes the language barrier that applies across much of the region
Board composition
What Nigeria requires of a board.
Each requirement is stated as arithmetic against the instrument that creates it, with who it binds. Nothing here is characterised as compliance or non-compliance — that is a legal conclusion about a specific company, and it is not ours to draw.
| Requirement | Threshold | Basis | Applies to |
|---|---|---|---|
| Independent directors | At least three | CAMA 2020, s.275 | Every public company |
| Separation of chairman and chief executive | The same person may not hold both offices | CAMA 2020 | Public companies |
| Audit committee | A statutory audit committee including shareholder representatives, with financial literacy required | CAMA 2020 and SEC rules | Public companies |
| Board balance | A majority of non-executive directors, a majority of whom should be independent | Nigerian Code of Corporate Governance 2018 | Companies in scope of the Code, apply-and-explain |
Independence and tenure
How long you may serve, and what ends it.
- Tenure cap
- No statutory cap. The Code asks boards to assess independence substantively and to address long tenure in the board evaluation.
- Cooling-off
- CAMA sets out the periods during which prior employment or a material relationship with the company disqualifies a director from independence.
Other tests
- Holding shares above the threshold set in CAMA, personally or through relatives or nominees
- Being a director, employee or partner of a firm providing material services to the company
- Having been an employee of the company or its group within the prescribed period
- A close family relationship with a director or senior executive
What a seat pays
Highly variable and materially affected by exchange rates; banking and telecoms boards pay well above the listed-company norm.
- Where this comes from
- Directors' remuneration is disclosed in the annual report, and the Code requires a remuneration policy to be published.
- Committee uplift
- Audit-committee and risk-committee chairs carry a premium; the chairman is a distinct market.
- Tax
- Directors' fees are Nigerian-source income with withholding for non-residents; repatriation is subject to foreign-exchange documentation.
The instruments this page relies on
Companies and Allied Matters Act 2020 · s.275
Every public company must have at least three independent directors, and the Act defines the independence criteria including shareholding and employment tests.
Federal Republic of Nigeria
Companies and Allied Matters Act 2020
Also introduced a prohibition on a person holding the offices of chairman and chief executive of a public company simultaneously, and restrictions on the number of directorships in public companies.
Federal Republic of Nigeria
Nigerian Code of Corporate Governance 2018
Apply-and-explain across twenty-eight principles covering board structure, assurance, business conduct, sustainability and stakeholder relationships. Companies explain the practices adopted rather than reporting compliance with provisions.
Financial Reporting Council of Nigeria
SEC Nigeria and NGX rules
Impose additional board composition, committee and disclosure requirements on listed companies, including a statutory audit committee with shareholder representation.
SEC Nigeria and NGX
Diversity requirements
Stated as the rule states it — quota, target or disclosure obligation.
- The Nigerian Code of Corporate Governance asks boards to have a diversity policy covering gender, age, ethnicity and skills, and to report on it under apply-and-explain.
- Sector regulators, particularly the Central Bank for banks, have set their own expectations on gender representation on boards.
How this regime map is maintained
Every requirement on this page is cited to the instrument that creates it, and the review date states when a person last checked it against the primary source. Nothing here is legal advice: rules change, and transitional provisions frequently apply. Verify against the primary instrument before you rely on it.
This regime map was last reviewed against primary sources in September 2026.
The demand thesis
Why seats open in Nigeria — and how an outsider reaches one.
This section is our reading of the market, not a statement of law. It is separated from the rules above for exactly that reason.
Why seats open
- The statutory three-independent-director requirement applies to every public company, not only to listed ones, which is a large population.
- Central Bank governance requirements for banks are heavier than the general regime and change with regulatory cycles.
- Nigerian groups expanding across West and East Africa want directors who have governed in those markets.
- Restrictions on the number of public-company directorships mean boards cannot recycle the same names.
How you get in
- Banking and insurance boards, where regulator approval makes prior regulated experience directly relevant
- Nigerian subsidiaries and holding companies of multinational groups
- Audit-committee seats, where financial literacy is the stated requirement
- Telecoms, fintech and consumer issuers with international shareholder registers
What this market is short of
- Chaired an audit committee
- Professional accounting qualification
- Approved by a financial regulator for a senior role
Most receptive sectors
Live mandates
No mandates open in Nigeria right now.
Register your interest and you are matched against this market's briefs as they open — statutory, interim and advisory alike.
Mobility corridors
Where board experience travels, into and out of Nigeria.
A corridor is a directional pair of markets between which experience is genuinely legible — and every one of them carries a friction, because a corridor with nothing to bridge would be a corridor nobody had thought about.
Into Nigeria — where its boards recruit from
The two largest governance markets on the continent, both working in English, both applying apply-and-explain codes in the King tradition, and many South African groups operate in Nigeria.
Friction — Nigeria requires three independent directors by statute rather than by code, and restricts the number of public-company directorships a person may hold.
Questions
Nigeria, answered directly.
How many independent directors does a Nigerian public company need?
At least three, under section 275 of the Companies and Allied Matters Act 2020. It is a statutory requirement applying to every public company rather than a code recommendation applying only to listed ones, which makes it stronger than the equivalent obligation in several European markets.
Can a foreign national be a director of a Nigerian company?
Yes. There is no residency or nationality requirement for directors. Executive and resident roles require expatriate quota approval and a residence permit, and banks and insurers require regulator approval of the individual.
ID Exchange of Nigeria
Is Nigeria actually one of your markets?
The mobility index scores it against your own record across four named components — corridor strength, legal openness, what this market is short of, and the language its boards work in — and tells you plainly when the answer is no.