Key Updates on the Guidelines on Corporate Governance for the Telecommunication Industry

In the game of chess, every move counts, but it’s the strategy of the player that determines victory or defeat. Companies are not too different. Directors, much like chess players, guide the board, making decisions that shape the future of the business. To play well, they need clear rules that ensure fairness, accountability, and foresight. That’s where corporate governance comes in.

Corporate governance is a fundamental pillar of any industry, as it provides the framework for transparency, accountability, and ethical business practices. It ensures that companies operate in a manner that safeguards the interests of shareholders, employees, regulators, and the public. In every sector, strong governance policies are indispensable. It is against this backdrop that the Nigerian Communications Commission (NCC) released the Guidelines of Corporate Governance (“The Guidelines”) 2025, on August 6th, 2025.

This initiative underscores the commitment of the commission to strengthen the corporate governance practices in the communications sector, to ensure excellent service delivery and business sustainability.

In this article, we highlight the key provisions of the Guidelines, which are designed to strengthen transparency, accountability, and fairness in the sector.

Key Provisions of the Guidelines on Corporate Governance for the Telecommunication Industry

Scope

The Guidelines apply to all telecommunication companies in Nigeria, referred to as Licensees. The framework is designed to protect stakeholder interests while ensuring that Licensees maintain the highest standards of transparency, data integrity, accountability, ethical conduct, and board competence.

Provisions on Composition of the Board

In furtherance of the above, the framework sets out comprehensive provisions on the size, structure, and composition of company boards. To promote rotation and continuity, it stipulates that a Non-Executive Director or Chairman of the Board shall not be eligible for appointment as MD/CEO or to any other executive role within five years of leaving office. It further restricts board membership by providing that no more than two members of the same family may serve simultaneously.

To strengthen checks and balances and prevent conflicts of interest, the positions of MD/CEO and Chairman must be held by separate individuals. In addition, board members are required to possess relevant expertise, including knowledge of cybersecurity, industry-specific skills, and a proven track record of integrity. These measures underscore the central role of the board in the governance framework, recognising that a weak or defective board can compromise the stability and sustainability of the entire company.

Establishment of Committees

The Guidelines also require the establishment of key board committees to support effective governance and oversight of business operations. These committees include:‍

• Audit Committee
• Governance, Remuneration, and Nomination Committee
• Risk Management Committee

Each committee is expected to play a critical role in strengthening accountability, ensuring sound decision-making, and enhancing the overall efficiency of the board’s oversight functions.

Evaluation of the Board Members

The framework mandates an annual evaluation of the board, to be conducted by an external consultant. This evaluation must take place prior to the re-election of board members. The objective is to ensure that only competent and effective directors remain on the board, thereby strengthening governance and promoting sustainable growth within the company.

Implementation of a Whistle Blowing Policy

To reduce fear and promote employees willingness to report any misconduct, the Guidelines require every company to establish a whistleblowing policy that provides a secure and confidential channel for reporting misconduct or unethical practices within the company. The policy must ensure that whistleblowers are protected from any form of disadvantage arising from their disclosure. This will empower employees and stakeholders to raise concerns without fear.

Tenure and Continuing Education

‍The Guidelines provide a comprehensive outline of the functions of board members, including provisions on tenure and conditions for re-election. A director who has served for ten years shall not be eligible for reappointment until after a three-year “cool-off” period. This requirement ensures proper rotation and allows for the infusion of fresh perspectives and ideas on the board.

In addition, directors are required to participate in bi-annual continuing education programs to remain informed and to update their skills in line with emerging trends and developments in the telecommunications sector.

Shareholding Restrictions and Regulatory Oversight‍

Shareholders are prohibited from holding a controlling interest in more than one telecommunications company with similar business interests, in order to prevent conflicts of interest and promote fair competition in the industry.

Furthermore, each company is required to appoint a Regulatory Officer who will be responsible for ensuring compliance with the provisions of the Guidelines as well as other applicable laws and regulations. This role reinforces accountability and strengthens the company’s adherence to regulatory standards.

Reporting Obligations

​Licensees are required to adopt both financial and non-financial reporting models. The financial reporting model shall include the company’s annual report, audited financial statements, and accompanying notes. The non-financial reporting model, on the other hand, must cover the company’s operating environment, including the submission of Industry Network/Subscriber Statistics data, corporate social responsibility (CSR) initiatives, and other civic responsibilities, as well as any additional reports mandated by the Commission.

In addition, Licensees are required to submit compliance reports to the Commission: a mid-year compliance report no later than 31st of July each year, and an annual compliance report no later than 31st of January of the following year.

Sanctions

Where a Licensee is found to be in breach of any provision of the Guidelines, the Commission is required to notify the company and direct it to remedy the breach. If the breach is not remedied within four months of notification, the Commission may suspend the company’s licence and, where the breach persists, proceed to revoke it. In addition, the Commission reserves the right to impose other regulatory measures or sanctions in accordance with other applicable and regulatory laws.

Conclusion

The release of the Guidelines on Corporate Governance 2025 represents a decisive step by the NCC towards entrenching stronger governance practices in the telecommunications industry. The provisions are aimed at not only protecting stakeholders but also promoting business continuity and sector-wide sustainability.

As the sector continues to evolve, strict adherence to these provisions will be critical in fostering transparency, fairness, and long-term growth.

Curious to dive deeper? You can read the NCC Guidelines here : https://ncc.gov.ng/media/2203/view

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