As competition in telecoms becomes truly global, governance is no longer just about compliance; it is a strategic imperative.
In our latest insight, we examine how Nigerian telecom companies can align with international standards to attract investment, build trust, and future-proof their operations. From the evolving role of the Company Secretary to the demands of ESG, cybersecurity, and AI oversight, the time to modernise governance frameworks is now.
Corporate Governance Standards in the Telecoms Industry: Educating Today's Companies for Tomorrow's Demands
Introduction
In today's interconnected global economy, competition is worldwide, and corporate governance in the telecommunications industry extends beyond local compliance. It has become a strategic differentiator in a world where digital space unifies global connections, compelling top players like the telecom industry to assert leadership in the digital realm. For Nigerian telecoms companies, aligning with international standards and governance frameworks is now crucial to maintain competitiveness, attract investors, and meet cross-border expectations.
While Nigeria's 2014 NCC Code of Corporate Governance for the Telecommunications Industry established a strong foundation, governance professionals must consider global principles, regulatory expectations, and emerging best practices as a forward-looking approach. This article will explore the synopsis of the 2014 NCC Code, actions of international telecoms operators, the requirements of global standards, and how Nigerian telecom boards and Company Secretaries can pioneer the future of governance in the telecommunication industry.
Major Requirements of the NCC 2014 Code.
- Balanced board composition between the executive, non-executive, and independent directors
- Separation of Chairman and CEO roles
- Establishment of key board committees (Audit, Risk, Governance/Remuneration)
- Defined fiduciary duties for directors and conflict of interest disclosures
- Annual board and committee performance evaluations
- Transparent director appointment and tenure process
- Qualified Company Secretary with board advisory responsibilities
- Robust risk management and internal control systems
- Accurate financial reporting and disclosure practices
- Protection of shareholder rights and equitable treatment
- Adoption of ethics code and whistleblower mechanisms
- Periodic compliance reporting to the NCC and enforcement mechanisms
Global Governance Standards: The Emerging Norms
Telecommunications regulators and global institutions are increasingly emphasizing sector-specific governance, transparency, and accountability. Across regions, telecom firms are expected to comply with governance principles that go beyond basic corporate obligations. Some of the most influential frameworks include:
- OECD Principles of Corporate Governance: Widely regarded as a global governance compass, these principles call for a clear separation of powers between the Chairman and CEO, board accountability to shareholders and stakeholders, transparent disclosures on remuneration, risk, and board activities, and equal treatment of shareholders, including minority investors.
- ITU Guidelines on Corporate Governance in ICT: The International Telecommunication Union (ITU) promotes telecom-specific governance practices, such as governance strategies that address digital inclusion, spectrum ethics, and universal access. They also advocate for the integration of cybersecurity, privacy, and AI governance into board responsibilities and governance structures that reflect gender balance and technical diversity.
- UK Corporate Governance Code (applied to BT Group and others): Highlights include annual board effectiveness reviews (often externally facilitated), independent non-executive directors (INEDs) on all major committees, clearly defined and publicly disclosed roles of the Company Secretary, and disclosure of succession planning and risk oversight frameworks.
- United States (SEC/FCC Standards): Listed telecom firms are expected to appoint independent directors to oversee audit and risk, establish whistleblower systems, publish detailed board committee charters and independence disclosures, and maintain cybersecurity policies approved by the board.
International Practice in Telecom Governance: Key Themes
Across these standards and regimes, some common governance expectations for telecom companies include:
- Company Secretary: A digitally-grounded Company Secretary, who must be upskilled to understand the industry, business, technology, and be forward-thinking.
- Separation of Governance Powers: No duality of CEO and Chair. Independent leadership enhances accountability.
- Board Evaluations: Annual internal and periodic external evaluations improve effectiveness and enable board refreshment.
- Strategic Role of the Company Secretary: Not just a compliance officer, but a governance expert tasked with shaping board dynamics, compliance, and ethics.
- ESG Oversight: Boards are now expected to oversee environmental, social, and governance (ESG) strategies and disclosures.
- Technology and Cyber Risk Governance: Telecom boards must demonstrate active oversight of cyber, data, and AI-related risks.
- Whistleblower and Ethics Mechanisms: Anonymous and protected channels must be operational and board-monitored.
What Nigerian Telecoms Companies Can Learn
Governance Modernisation is No Longer Optional. Telecom companies must now elevate their governance beyond local codes, using global practices as benchmarks. This is particularly critical for attracting international investment, expanding across borders, and complying with data privacy, AI, and digital trade laws. Furthermore, understanding the nature of the industry is critical to the economic and digital growth of the nation.
Boards Must Be Re-skilled for the Future. Global telecom boards are diverse (gender, professional background, geography), technically fluent (cybersecurity, data science, fintech), transparent, and engaged (via committee charters and disclosures). Nigerian boards must adopt similar traits to remain future-fit.
The Company Secretary: Global Expectations and Local Opportunities
In top-tier global telecom firms, the Company Secretary is a boardroom authority with responsibilities that span advising on emerging regulatory landscapes, coordinating complex board dynamics across jurisdictions, and driving ESG, compliance, and risk governance initiatives. Their role also includes overseeing director development, evaluations, and board refresh cycles.
In Nigeria, Company Secretaries for telecom companies must evolve into strategic governance advisors, capable of facilitating global standard board operations, shaping governance policy frameworks, and acting as the "governance conscience" of the board. They must also ensure the re-skilling of the board, advise on the growth mindset of members regarding technology development, understand the use of digital equipment, software, and hardware, and be ready to upskill and play more fluently in the growing digital space.
What Should Nigerian Telecoms Companies Do Now?
To align with international best practice, companies should:
- Appoint a digitally grounded company secretary with industry knowledge.
- Conduct a gap analysis of their governance structures against best industry practice in other advanced jurisdictions.
- Review and update board and committee charters.
- Initiate annual board and committee evaluations.
- Train the board on ESG, AI ethics, and cybersecurity oversight.
- Elevate the Company Secretary role to include strategic governance functions.
- Disclose governance practices in their annual and sustainability reports.
Conclusion:
The world is watching. Whether public or private, Nigerian telecoms companies must now operate with the same governance sophistication as their international peers. Doing so is not merely about compliance; it is about building trust, resilience, and long-term value in a connected digital economy. "Good governance is not a luxury for telecoms, it is the infrastructure that underpins responsible connectivity, investor confidence, and national security". This article serves as a guidepost, a wake-up call, and a roadmap for companies and boards committed to world-class telecom leadership.
Click here to read the full article for a roadmap on raising governance to world-class standards.
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