1. IBLC RETREAT 14 TH – 18 TH MAY 2008 SOUTH AFRICA EMERGING CORPORATE GOVERNANCE REGIMES IN NIGERIA Ayuli Jemide, Lead Partner Lead Partner

2. ESSENCE OF PAPER To highlight interesting and encouraging Corporate Governance trends in NigeriaTo highlight interesting and encouraging Corporate Governance trends in Nigeria Several of these trends are novel for Nigeria and are changing the Corporate Landscape.Several of these trends are novel for Nigeria and are changing the Corporate Landscape.

3. CLASS ACTIONS CADBURY PLC: SHAREHOLDERS sue company, directors, accountants and stockbrokers for losses suffered due to account overstatements and negligence. FIRST BANK PLC: FIRST BANK PLC: SHARE SUBSCRIBERS sue for damages after their monies where held over and returned because the Public Offer was oversubscribed. (Need a brief on Law & Facts????) BRITISH AMERICAN TOBACCO : BRITISH AMERICAN TOBACCO : STATE GOVERNMENTS sue British American Tobacco claiming compensation for health bills incurred by the States due to Tobacco induced ailments.

4. 2005 BANK CONSOLIDATION POLICY -Paid Up Share Capital Before 2005 =??? - Paid Up Share Capital Max Post 2005 =??? Results: a) Diversifies Ownership Structure b) Greater ability to meet financial commitments c) More Long term funds available d) Higher accountability regimes e) ???------banks now reduced to 25

5. NEW CENTRAL BANK REGULATIONS Government cannot hold (directly or indirectly) more than 10% of any BankGovernment cannot hold (directly or indirectly) more than 10% of any Bank At least 2 Independent directors must be on the BoardAt least 2 Independent directors must be on the Board Above 10% Equity in any Bank needs CBN prior approvalAbove 10% Equity in any Bank needs CBN prior approval Board Chairman cannot be Managing DirectorBoard Chairman cannot be Managing Director No 2 members of an extended family shall be Chairman and CEO or Executive Director at same time.No 2 members of an extended family shall be Chairman and CEO or Executive Director at same time.

6. Securities & Exchange Comm. Interventions Sanctioning Powers are used: E.g Cadbury; Excess Cash for oversubscribed Public Offers Rigorous registration for Capital Market Operators Introduced Professional Indemnity Insurance Introduced half yearly report format for PLC’S Insist on Internationational Financial Reporting Standards (IFRS) for PLC’S Post Transaction Inspections Increase Share Capital for Stockbrokers

7. SCUML – SPECIAL CONTROL UNIT AGAINST MONEY LAUNDERING Who is in the Suspicious Transaction Trap?Who is in the Suspicious Transaction Trap? ????????????

8. NEW FACE OF BANKING Reporting Requirements to EFCCReporting Requirements to EFCC - - - Know Your Customer Standards ---

9. COMPANIES ACT Directors Culpability under the Act ???Directors Culpability under the Act ???

10. PENSION REFORMS Pensions Act of 200--?? now enforces the following: Pensions Act of 200--?? now enforces the following:-???-???-???-???? How does this affect corporate governance?

11. THANK YOU FOR LISTENING