ICSAN Sector Governance study plan
ICSAN Sector Governance · Give each week a clear focus.
8 weeks · About 7 hours per week
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.
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.
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.
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.
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.
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.
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.
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.