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Governance Advisory

Governance is not paperwork. It is the system by which a company is directed and controlled.

Our services map to the five pillars of the Outliers Governance Excellence Framework™ and are delivered to be implemented, not shelved.

Book a senior consultant conversation Start with the Health Check

Services

Eight advisory engagements.

Governance Reviews

End-to-end governance design and improvement — board structure, committees, charters, policies and the company-secretary function — proportionate to your size and stage.

Scope

·Governance diagnostic against NCCG, CAMA 2020, SEC and FRCN
·Board structure and committee design
·Charters, policies and reserved-matters list
·Company-secretary function review

Outcomes

A governance map of where you stand vs leading practice
A practical, dated improvement plan owned by the board
Charters and policies that survive an investor or regulator review

Board Evaluation

Facilitated annual board, committee, chairman and director evaluations using the Outliers Board Effectiveness Model™.

Scope

·Confidential one-to-one director interviews
·Board pack, agenda and minute review
·Observation of a live meeting
·Benchmark against the Outliers Board Effectiveness Model™

Outcomes

Candid written findings to the chair
A board, committee, chair and director-level scorecard
An action plan the board itself owns

Governance Audit

An independent audit of your governance against a structured checklist, RACI matrix and heat map, ending in a prioritised, evidenced report.

Scope

·Documentation review against NCCG and CAMA 2020
·RACI matrix for core governance activities
·Heat map of strengths and gaps
·Stakeholder interviews

Outcomes

Independent governance audit report
Prioritised remediation roadmap
Evidenced governance attestation

Governance Maturity Assessment

Place your company on the Outliers Governance Maturity Matrix™ — from founder-run to institutional — and chart the next two-year governance agenda.

Scope

·Maturity assessment across the five OGEM pillars
·Sector benchmark
·Two-year governance agenda

Outcomes

Your current maturity level with evidence
Sector and peer benchmark
A governance agenda the board can fund

Enterprise Risk Management

Risk appetite, registers and an integrated control environment built on the Outliers Risk Governance Framework™ and aligned to COSO and ISO 31000.

Scope

·Risk appetite definition with the board
·Enterprise risk register and heat map
·Risk policy and three-lines design
·Control environment review

Outcomes

A one-page risk appetite the board has signed
A living risk register
An integrated assurance plan

ESG Governance

Identifying material ESG and climate issues, building board oversight, and preparing for sustainability reporting under IFRS S1 and S2.

Scope

·Materiality assessment
·ESG governance architecture
·S1/S2 readiness
·Sustainability reporting controls

Outcomes

Board-grade ESG governance
Material issues with owners and targets
S1/S2 reporting readiness

AI Governance Readiness

AI inventories, policy, risk assessment and human-oversight design for boards adopting AI — aligned to the Nigeria Data Protection Act.

Scope

·AI inventory across the enterprise
·AI policy and risk framework
·Human-oversight design and recourse process
·NDPA-AI mapping

Outcomes

A board-grade AI governance framework
Documented human oversight and recourse
NDPA-compliant AI deployments

Company Secretarial Advisory

Outsourced company-secretary function: governance calendar, board pack, minutes, registers and regulator filings.

Scope

·Governance calendar
·Board and committee pack production
·Statutory registers and filings
·Annual report and AGM

Outcomes

A governance year that runs to a calendar, not panic
Decision-grade board packs
Filings always on time

Methodology

Diagnose. Design. Implement. Sustain.

Diagnose

Governance Health Check, board interviews, document review, regulator-readiness check.

Design

Structure, charters, policies, calendar and reserved-matters list co-designed with the chair.

Implement

First-cycle facilitation, induction, board pack and minute coaching, and trial committees.

Sustain

Annual evaluation, governance dashboard, expert-supported continuous improvement.

Reference

Nine board committee charters.

Ready-to-adapt sample charters grounded in CAMA 2020, the NCCG 2018, SEC and FRCN requirements and global best practice. Smaller companies should combine committees, not create empty structures.

Committee 1

Audit Committee

Independent oversight of financial-reporting integrity, internal control environment, and the internal and external audit functions.

Quorum: Three

Meetings: At least quarterly, plus a private session with the external auditor.

Committee 2

Risk Management Committee

Oversee the company's risk appetite, principal risks and the enterprise risk-management framework on behalf of the board.

Quorum: Three

Meetings: At least quarterly.

Committee 3

Governance Committee

Oversee the governance framework, policies and compliance with applicable codes, and lead the board's evaluation.

Quorum: Two

Meetings: At least twice a year.

Committee 4

Remuneration Committee

Set, on the board's behalf, a fair and responsible framework for executive and director remuneration.

Quorum: Two

Meetings: At least twice a year.

Committee 5

Nomination Committee

Lead the process for board appointments and ensure orderly succession and the right board composition.

Quorum: Two

Meetings: At least twice a year.

Committee 6

Sustainability / ESG Committee

Oversee the company's environmental, social and governance strategy, material sustainability risks, and sustainability reporting.

Quorum: Two

Meetings: At least twice a year.

Committee 7

Investment Committee

Review and recommend major investment, capital-allocation and corporate-transaction decisions within delegated limits.

Quorum: Three

Meetings: As required, at least quarterly.

Committee 8

Credit Committee

For banks, lenders and credit-exposed businesses. Oversee credit risk, large exposures and the credit-approval framework.

Quorum: Three

Meetings: At least monthly for active lenders.

Committee 9

Ethics Committee

Oversee the company's ethical culture, code of conduct, conflicts of interest and speak-up arrangements.

Quorum: Two

Meetings: At least twice a year.

FAQ

Common questions.

How long does a board evaluation take?

Four to six weeks end to end: scoping, director interviews, document review, observation and written findings to the chair.

Do you advise boards of regulated entities?

Yes — we work with boards of CBN/NAICOM/SEC/PenCom-regulated entities and have aligned our methodology to their codes.

Can you act as the company secretary?

Yes, on a fully outsourced or partner basis — including the governance calendar, board pack and statutory filings.

How is fees calculated?

Fixed-fee for diagnostic and evaluation engagements; retainer or day-rate for ongoing advisory. We agree scope before any work begins.

Will the board own the outcome?

Yes — every engagement ends with the board owning a dated action plan, not a shelved report.

Is engagement confidential?

All engagements operate under strict confidentiality; findings go to the chair (and to the audit committee when relevant).

Speak with a senior consultant

Ready to take your board from compliant to formidable?

Speak with an Outliers governance senior consultant about board reviews, evaluations, ESG and AI governance, company secretarial advisory and the Outliers Governance Academy.

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