ICSAN Sector Governance study materials
ICSAN Sector Governance study resources

ICSAN Sector Governance study plan

ICSAN Sector Governance · Give each week a clear focus.

8 weeks · About 7 hours per week

Week 1

Governance frameworks, codes and regulation (including the Nigerian Code of Corporate Governance and sector regulators)

  • Map the hierarchy of Nigerian governance instruments - CAMA 2020, the FRCN's Nigerian Code of Corporate Governance, and the SEC, CBN, NAICOM, PENCOM and NCC codes - to the entities each binds and the regulator that enforces it.

  • Explain the move from prescriptive, rule-based codes to the principle-based 'apply and explain' model of the NCCG, and state exactly what a company must disclose when it departs from a principle.

  • Contrast directors' statutory duties under CAMA 2020 (good faith, duty of care and skill, avoidance of conflict) with the extra expectations the NCCG and sector codes place on boards.

  • Identify, for each of the five sector regulators, at least one governance requirement that goes beyond the general code, such as fit-and-proper vetting of directors or board approval of risk appetite.

  • Distinguish the roles of the FRCN, SEC, CBN and CAC in monitoring, enforcing and receiving governance disclosures.

Your checkpoint

A one-page comparison table of at least six governance instruments (issuer, year, entities covered, rule- or principle-based, reporting requirement) plus 10 self-written recall questions with model answers.

Week 2

Board composition, roles, committees and board effectiveness

  • Outline Nigerian board composition rules - executive versus non-executive balance, independence criteria, diversity expectations - and apply them to a hypothetical seven-member board.

  • Distinguish the roles of board chair, managing director/CEO, non-executive director, company secretary and board committees, and justify separation of the chair and CEO roles.

  • Draft terms of reference for the audit, risk, nomination and remuneration committees, specifying membership, quorum, meeting frequency and reporting lines to the board.

  • Design a board evaluation process covering individual director appraisal, committee review and whole-board performance, with scoring criteria and follow-up actions.

  • Describe a board induction programme and a succession plan for a newly appointed non-executive director and for the chair.

Your checkpoint

A board effectiveness pack: a 12-question evaluation scorecard with a 1–5 rating rubric and defined follow-up triggers, plus full terms of reference for one committee.

Week 3

Corporate governance in the private sector: companies, listed entities and financial services & Risk management, internal control, audit and compliance

  • Differentiate governance requirements for private companies, public unlisted companies and listed companies under CAMA 2020 and the NGX listing rules, covering board size, independent directors, audit committee and continuing disclosure.

  • Explain shareholder rights in a listed company - notice, proxy, written resolution, pre-emptive rights, minority protection - and how electronic and virtual meetings affect their exercise.

  • Describe financial-sector governance: fit-and-proper approval of directors, mandatory board risk committee, prudential oversight by the sector regulator, and the audit committee's extra duties in a bank.

  • Apply the three lines model to a mid-sized company, placing business units, risk and compliance, and internal audit correctly, and state the independence requirements for internal audit.

  • Explain the audit committee's composition and appointment under CAMA 2020, its reporting line to shareholders, and the external auditor's relationship with the FRCN.

Your checkpoint

A two-page governance note for a hypothetical listed bank covering board and committee structure, the fit-and-proper approval flow and the three lines model, validated by scoring at least 70% on 15 timed practice questions.

Week 4

Public sector governance: ministries, departments, agencies and state-owned entities & Ethics, integrity, anti-corruption and whistleblowing

  • Trace the public-sector accountability chain from appropriation through procurement and payment to the Auditor-General's report and the Public Accounts Committee.

  • Explain the governance mandates of the Bureau of Public Procurement, the Fiscal Responsibility Commission, the Office of the Accountant-General and the Code of Conduct Bureau for ministries, departments and state-owned entities.

  • Distinguish governance of a ministry from that of a state-owned entity, covering board appointment, performance contracts, supervising-ministry oversight and reporting obligations.

  • Apply the ICPC and EFCC frameworks, the anti-money-laundering regime and a whistleblowing policy to a fact pattern involving a conflicted procurement officer.

  • Draft a conflict-of-interest and gifts/hospitality policy with declaration triggers, approval thresholds and escalation steps.

Your checkpoint

A 400-word case analysis of a public procurement conflict with a recommended action plan, plus a one-page whistleblowing channel flowchart showing intake, triage, investigation and protection of the reporter.

Week 5

Governance of not-for-profits, NGOs, cooperatives and the third sector & Disclosure, reporting and transparency

  • Explain how not-for-profits and NGOs are established and governed in Nigeria - incorporated trustees under CAMA, trustee duties, constitution and filings with the Corporate Affairs Commission - and where the framework is weakest.

  • Describe cooperative society governance: membership rights, the general meeting, the elected management committee and supervision by the relevant state authority, applying the international cooperative principles.

  • Design accountability controls for a donor-funded NGO covering budget approval, restricted funds, procurement thresholds, annual audit and public reporting.

  • Build an annual-report disclosure checklist covering the governance statement, directors' report, related-party transactions, remuneration, material risk and sustainability reporting.

  • Explain timeliness, materiality and equal-information principles in disclosure and the respective enforcement roles of the FRCN and the NGX.

Your checkpoint

A 15-item annual-report disclosure checklist with each item mapped to its source instrument, plus a one-page governance policy summary for a fictional NGO.

Week 6

Stakeholder engagement, shareholder rights and board–management relations & Sector-specific governance: family businesses, SMEs, oil and gas, telecommunications and other regulated industries

  • Map stakeholder groups - shareholders, employees, lenders, regulators, host communities - against their legitimate claims and the engagement channel and frequency the board should use for each.

  • Explain the agency problem and how reserved matters, delegation limits, information rights and a schedule of matters reserved for the board shape board–management relations.

  • Design a family-business governance framework: family constitution, family council, board with independent directors, succession rules and dispute resolution.

  • Recommend a proportionate governance model for an SME, separating mandatory CAMA obligations from voluntary good practice.

  • Identify sector-specific governance demands in oil and gas (local content, joint-venture and host-community obligations) and telecommunications (licensing conditions, industry code of conduct, consumer protection).

Your checkpoint

A 300-word advisory memo to the board of a family-owned oil-services company setting out five governance fixes, owners of each action and a 12-month timeline.

Week 7

Governance frameworks, codes and regulation (including the Nigerian Code of Corporate Governance and sector regulators) & Board composition, roles, committees and board effectiveness & Corporate governance in the private sector: companies, listed entities and financial services & Risk management, internal control, audit and compliance

  • Re-test the four heaviest domains with 25-question timed sets and log every wrong answer with its cause: knowledge gap, misread or guess.

  • Rewrite your 20 weakest flashcards from memory and state each rule in one sentence without notes.

  • Compare overlapping requirements across the NCCG and three sector codes so that 'which instrument applies here?' questions are answered quickly and correctly.

  • Practise two 30-minute written answers on board effectiveness and risk governance under exam timing, then mark them against a self-built rubric.

Your checkpoint

An error log of at least 30 entries, each with a corrective action and a review date, plus a one-page 'instrument selector' decision map.

Week 8

Governance frameworks, codes and regulation (including the Nigerian Code of Corporate Governance and sector regulators) & Board composition, roles, committees and board effectiveness & Corporate governance in the private sector: companies, listed entities and financial services & Public sector governance: ministries, departments, agencies and state-owned entities & Risk management, internal control, audit and compliance & Governance of not-for-profits, NGOs, cooperatives and the third sector & Ethics, integrity, anti-corruption and whistleblowing & Stakeholder engagement, shareholder rights and board–management relations & Disclosure, reporting and transparency & Sector-specific governance: family businesses, SMEs, oil and gas, telecommunications and other regulated industries

  • Sit two full-length timed mock exams under exam conditions and score each strictly against the mark scheme.

  • Close every flagged gap by re-reading the relevant instrument and restating the rule in your own words.

  • Rehearse exam technique: allocate time per section, outline answers before writing and define 20 core terms concisely.

  • Recite the whole framework from memory - instruments, regulators, board committees and reporting obligations - in a 10-minute self-explanation.

Your checkpoint

Two completed mock exams with a second-attempt score of at least 70%, plus a one-page final summary sheet of the 20 most-tested rules.

Milestones

Week 3: Domains 1, 2, 3 and 5 (54% of syllabus weight) are covered; a closed-book 20-question quiz on those domains scores at least 70%, and the six-instrument comparison table is complete.

Week 4: Cumulative coverage reaches 74% of syllabus weight after adding public-sector governance and ethics; you can explain the public accountability chain and the whistleblowing route without notes.

Week 6: All ten domains have been studied at least once; you produce a finished disclosure checklist, NGO policy summary and family-business advisory memo.

Week 8: Both full-length mocks completed under timing; second-attempt score at least 70% with no domain below 60%, and the error log fully reviewed.