ESG Litigation Guide

Nigeria

Governance

Mandatory regulation

In force

All public companies; private companies that are holding companies of public companies or other regulated entities; 'concessioned' or privatised companies and regulated private companies.

The NCCG sets out 28 broad areas of focus and sets out corporate governance requirements in relation to each category. Risk management, sustainability, and ethical culture are all examples of the NCCG's areas of focus. The NCCG demands, for example, that a company's annual company report contains a board statement on the company's ESG activities from the year.

Governance

Mandatory guidelines

in force

Public Companies

The SCGG creates additional mandatory requirements for public companies. The requirements (e.g. in relation to board structure and composition, audit committees,  disclosure requirements, and the  requirement for internal anti-corruption policies) seek to improve the standards of transparency, accountability and good corporate governance of public companies, without unduly inhibiting enterprise and innovation.

Governance

Disclosure guidelines

In force

Entities listed on the Nigerian Stock Exchange.

Under the Nigerian Stock Exchange Sustainability Disclosure Guidelines, it is a mandatory requirement for Premium Board (the high-end listing segment of the Nigerian Stock Exchange reserved for issuers with a minimum market capitalisation of NGN200 billion and the highest corporate governance standards) listed companies to undertake sustainability reporting. However, all issuers are encouraged to apply them. The report should cover specified items such as (i) the company's operating standards for purchasing and selecting suppliers, (ii) the impact of the company's products and services on stakeholders and (iii) the company's diversity and employee make-up.

Social
Governance

Federal law

In force

Employers with three employees or more

The PRA requires employers to maintain a group life insurance policy on behalf of each of their employees. The employer has to contribute a minimum of three-times the employee’s annual total emolument (i.e. the employee's basic salary, housing allowance and transport allowance) by no later than the commencement of the cover, for the provision of cover to the employee against death.

The PRA also created a contributory pension scheme (“CPS”) applicable to all employers with three or more employees. Under the CPS, employers are required to deduct at least 8% of the sum of each employee’s basic salary, housing allowance and transport allowance monthly (“Monthly Emoluments”) and pay the same into the employee’s retirement savings account (“RSA”) on a monthly basis. Employers are also required to contribute at least 10%  of the employee’s Monthly Emoluments into the employee’s RSA monthly.

Social

Federal law

In force

Employers from all sectors

The ECA provides employees who suffer death, injury, disease, or disability in the course of employment with a statutory right to claim for compensation.

Social

Federal law

In force

Factory employers

The FA implements measures to protect the health and safety of factory employees. For example, the FA sets minimum standards with regard to factory safety equipment and sanitation.

Environmental

Federal law

In force

Any entity operating within Nigerian territory

NOSDRA created an agency whose responsibility is to prepare for, detect and respond to all oil spillages in Nigeria. Where an oil spill occurs, NOSDRA creates a requirement for the responsible party to report, and immediately seek to remedy, the spill.

Environmental

Federal law

In force

The National Park Service (the "NPS") are a quasi-governmental organisation with the power to enforce against any entity

The NPS, as created by NPSA, are responsible for the preservation, enhancement and protection of wild animals and plants and other vegetation in Nigerian National Parks. Their duties and objectives relate to items such as the conservation of select endangered species. The NPSA affords the NPS the power to "do anything which in its opinion is calculated to facilitate the performance of its functions.

Environmental

Federal law

In force

Issues relating to the exploration and exploitation of solid minerals in Nigeria.

The Nigerian Minerals and Mining Act  regulates the exploration of solid minerals in Nigeria. It prohibits unauthorised exploration or exploitation of minerals. Authorisation is granted through a series of different types of license, depending on the nature of the exploration intended.

With a view to protecting the natural environment and local communities, the Nigerian Minerals and Mining Act  takes measures such as (i) the prohibition of mining in certain areas, (ii) reserving certain rights of owner or occupier and (iii) obliging the preparation and submission of an environmental impact assessment statement before a mining project.

Environmental

Federal law

In force

Every company producing oil and gas in Nigeria.

The Associated Gas Re-injection Act is focused on the efficient use of resources. Any company producing oil and gas in Nigeria is required to submit a plan to show that they will either a) utilise all associated gas contained within their project site or b) re-inject any associated gas not utilised in the industrial project. The Associated Gas Re-injection Act  also prohibits the flaring of associated gas without the permission in writing of the Minister of Petroleum.

Environmental

Federal law

In force

Issues relating to the use of radioactive substances, material, equipment, emitting and generating ionising radiation.

The Nuclear Safety and Radiation Protection Act  establishes the Nigerian Nuclear Regulatory Authority (the "Authority"). The Authority oversee the use of radioactive substances, material and equipment. The Nuclear Safety and Radiation Protection Act also provides for the Authority to create regulation to protect the environment from the harmful effects of ionising radiation.

Environmental

Federal law

In force

Any vessel operating within Nigerian waterways. Nigerian naval ships are exempted.

This Oil In Navigable Waters Act  makes provisions to prevent the discharge of oil into the waters of Nigeria, such as by mandating ships to be equipped in a certain manner. It came into force as part of the implementation of the terms of the International Convention for the Prevention of Pollution of the Sea by Oil 1954 (as amended in 1962 and 1969).

Environmental

Federal law

In force

All relevant government authorities(Chapter II, section 13).

The State shall protect and improve the environment and safeguard the water, air and land, forest and wildlife of Nigeria.

Environmental
Social
Governance

Non-binding guidance

in force

Banks, discount houses and development finance institutions in Nigeria.

The Sustainable Banking Principles recommend a management approach that balances a consideration of Nigeria's environmental and social risks with the business opportunities available in the country.

The Principles, for example, demand a commitment to integrate environmental and social considerations into business activity decision-making processes in order to avoid, minimise or offset negative impacts.

Social

Federal law

In force

Employers with five or more employees, or fewer than five employees but an annual turnover of 50,000,000 NGN (fifty million Naira).

The Industrial Training Fund (the "ITF") is a fund dedicated to the training of indigenous manpower.  Employers who meet the ITFA’s  conditions are required to contribute 1% of their total annual payroll to the ITF. To encourage employer-initiated training programmes focused on indigenous staff and students, employers may be entitled to a 50% refund of their total contributions if they evidence their training courses in accordance with the ITF’s reimbursement schemes.

Social

Federal law

In force

Nigerian workers earning a basic salary of at least N3,000 (three thousand Naira); indirectly applicable to employers, who should make the deductions.

The National Housing Fund (Establishment) Act establishes the National Housing Fund and provides that 2.5% of the monthly income of an employee earning the national minimum wage and above, either in public or private sector, shall be contributed to the National Housing Fund , and any contributor who does not have an outstanding loan with the Federal Mortgage Bank of Nigeria and has attained 60 years of age and 35 years of service or such other retirement age or years of service as may be provided in any law in force in Nigeria is entitled to a refund of contribution at an interest rate of 2% per annum, within 3 months of application.

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