INTRODUCTION
The Financial Reporting Council of Nigeria (“FRCN”) recently issued the National Code of Corporate Governance 2016 (the “Code”). The Code is made pursuant to the powers of the FRCN under Sections 50 and 51 of the Financial Reporting Council of Nigeria Act 2011 (the “Act”) and has a commencement date of 17 October 2016.
The Code is essentially a consolidation and refinement of different sectoral codes on corporate governance and has been issued in three parts: the Code of Corporate Governance for the Private Sector; the Code of Governance for Not-for-Profit entities; and the Code of Governance for the Public Sector. The Code of Corporate Governance for the Private Sector (the “Private Sector Code”) is mandatory while that for the Not-for-Profit entities will be operated on a “Comply or Justify non-compliance” basis in a manner similar to the United Kingdom’s Corporate Governance Code. On the other hand, the Code of Governance for the Public Sector will not become immediately operative until an executive directive is secured from the Federal Government of Nigeria for that code to take effect.

Malachi 2:7 For the priest's lips should keep knowledge, and they should seek the law at his mouth: for he is the messenger of the LORD of hosts.
This is why I seek more clarification from those that know better than I do. Fortunately, Mr Yinka Ogunnubi (@yinkanubi) was available for me. This is what he said, very instructive….

It’s somewhat difficult for me to do a thread on the code because I share the sentiments of the community of faith concerning some provisions
However, I have learnt that in the public square, Facts/Objectivity is what matters and not sentiments. So here I go...God helping me…
I had the premonition that a controversy will be stirred once we got that famous breaking news that our beloved Daddy was "stepping aside".
The headline events of that last 24 hours confirm my fears. Let’s start by listing what is being said and implied so far:

- That PMB’s FG is “dabbling” into Church leadership - That the Governance Code has been suspended thus no need to comply.
. - That the Law is targeted at weakening the church & make it vulnerable to attack - That provisions of the code conflicts with FRC Act & CAMA

First & foremost, in 2011 the Senate passed the Financial Reporting Council of Nigeria Bill which created the Financial Reporting Council
The FRC replaced the defunct Nigeria Accounting Standard Board (NASB) then under Jim Obazee who subsequently became FRCN Exec Secretary.

Under this Act, the FRC (among others) was expected to - ensure good corporate governance practices in the public/private sectors of d economy.
It’s in this light that it sets out in 2013 to put together a Governance code (Public, Private & NGO). A draft of which it released in 2015
As expected, many stakeholders had issues with some provisions within the code but they were given the opportunity to make submissions.
The FRC was thereafter sued by some Pastors representing Pentecostal churches in July 2015. They sought six reliefs among which were:

- a declaration that d Not-for-Profit Codes 2015 is illegal & unconstitutional because it amounts to duplication of the functions of the CAC.

- that the TOR in section1 as well as sections 8,9,10 & 37 are illegal & unconstitutional being inconsistent with section 7 & 8 of FRC Act

Needless to say the plaintiffs who claimed to be representing Pentecostals lost the case in court as the court ruled in favor of FRC.
In light of the court order in its favor, the FRC went ahead to Release the Governance Codes effective from 17 Oct 2016.
It came with a mandatory compliance for Private Sector and a "Comply or Justify non compliance" for Not-For-Profit organizations.
Not long after the release, the Minister of Trade & Investment was reported to have written or issued a query (depending on who u believe) to the FRC to suspend the code until all issues it raised concerning it are resolved. The Minister main queries were as follows:

1. Was the Governance Code in line with the FRC Act?: The combined reading of Section 2(1) and 10(d) of the FRCN Act suggests that the Board will be responsible for the overall control of the Council & the Directorates. So how did the Code pass the test of compliance with the Act given that the FRCN Board is yet to be constituted?

2. Does the Code supersede any legislation or any other Code?: A subsidiary legislation cannot supersede a principal enactment.
The Exe Sec was asked to explain the clear conflict(s) between the Code & various legislation inclusive of the FRC Act as well as others e.g. it implied the CBN will take on the burden of implementing the Code in the financial sector & it'll also take precedence over the CBN Code.
I know that people have tried to link the fact the Minister of Trade is also a Pastor in RCCG to speculate on his true intentions, but to be fair to him there was nothing in his letter that suggested he was pushing a disguised church or RCCG agenda. Rather the contrary.

His letter was more in line with concerns of the private sector than it was about concerns of leadership and succession for the church.
The expectation within the financial sector was that with the Minister’s letter, the code was suspended. Wrong. Turns out the Executive Secretary dis-agreed.

1. The FRC refused to honor the suspension request on the basis that it was not gazette. We wouldn't have known this if not for Daddy GO's decision.
2. With this evidence alone, we can perish the notion of "PMB admin is “Dabbling in Church Leadership to weaken it”. It's clearly not true. If anything, the evidence available to us points to the PMB admin trying to ensure that the code in its present form is not implemented.
In fact, it appears that the FG might be under intense pressure to sack Jim Obazee because of some “EFCC troubles" of his own.

Now, let’s go to the Corporate Governance Codes (for Non-Profit) itself.
By & large what the code tries to do is to first enforce the minimum requirements of Part C of the CAC under which religious organizations are registered.
For instance, religious bodies are supposed to make Annual Returns of its Financial Statements to CAC after audit.

Not For Profits also needs to organize yearly Annual General Meetings where they present their annual financial statement to its members.
It reinforces the legal fact that any entity that collects money must “render accounts”, whether a bank, a biz owner or a religious body.
There appears to be no dispute about this requirement even among religious organizations. However, there is the small issue of Tax.

Should religious organizations be taxed when they engage in “For Profit” activities even if that activity is for the benefit of the organization?
Obazee & his team says yes. They must be taxed if they engaged in activities designed to extract financial benefit. He put it like this:
.“If they pursue non-charitable activities like running schools, hospitals, they're to acct for them separately as profit-making entities”
This is one of the areas of conflict as many Churches have subsidiaries under them that have blurred the lines between charity & profitability.


The second and obviously most contentious issue has to do with Tenure of the Founder. Now this is exactly what the code says:

The code read in part, “The founder or leader of a NFPO (not-for-profit) occupies a special position in the organisation and is committed to the success and longevity of the NFPO. Accordingly, a founder or leader should not take on too many responsibilities in the organisation or have an indefinite term in the running of the organisation.
“Where, for any reason, a founder or leader of NFPO also occupies any of the three governance positions of chairmanship of the board of trustees, the governing board or council, and the headship of the executive management (or their governance equivalents), the following provisions shall apply before the end of the organisation’s financial year in which this code takes effect.
“The founder or leader shall cease to occupy these three governance positions simultaneously. This is to ensure the separation of powers and avoid possible concentration of powers in one individual.
“The founder or leader may however choose – subject to the agreement of the organisation’s apex authority as expressed in the annual general assembly, annual meeting, annual stakeholder engagement, annual conference, annual synod, annual fellowship assembly or their equivalents – only one of these three governance positions subject to his current tenure. This is to ensure a clear division of responsibilities at the head of the organisation between the running of the governing body and the executive responsibility for the management and fulfilment of the organisation’s mission.
“Where the founder or leader has occupied all or any of these three governance positions for more than twenty years, or is aged seventy years or above, the choice in the section above should only relate to the board of trustees as in section below, except the constitution of the organisation otherwise provides.”


Now understand that for an NGO, there are 3 governance organs: (A) The Board of Trustees, (B)The Governing Board and (C)The Management Committee.
Now typically, and in most cases, the founder usually occupies the position of the head of these 3 organs at the same time.
So the code prescribes that:
1. The founder can only Head one of these organs 2. If he already heads all of them, he needs to relinquish
3. If he has served as head of any of those organs for more than 20 years and is more than 70, he must resign except for Board of Trustees.
Even with these provisions, the code recognizes the unique position of founders as the “Spiritual Leader” of their organizations.
Meaning the code does not in any way invalidate the spiritual authority which these organizations subscribe to & to which they derive their relevance.
The notion that these codes should not be applicable to churches as their matters are celestial & not terrestrial is utterly ridiculous. If they're celestial as said by a SAN, then why seek registration under Part C of d CAC Laws? Why not just go to heaven to get registered?
These organizations are legal entities known to law. They can sue & be sued. They can exist or cease to exist. They are very terrestrial.
They are charitable organizations that survive on gifts & donations. They need to be transparent & accountable. This must be emphasized.
The issue that most concern me now is whether or not a minister has the power to suspend the activities of an agency known to Law.
My take is that there are legal grounds to challenge the powers the FRC seems to be flexing. And we must pursue this to its logical end.
Recall that this was the same agency used to illegally suspend a sitting CBN Governor. So the FRC as constituted is not without freckles.
It will help to separate the wheat from the shaft & help bring transparency to the church and make us accountable to God and to man.
Thanks for following. Please feel free to share your thoughts and opinions.
Another Contributor (@TosinOlugbenga):
If a founder in his lifetime like our "Daddy G. O" can anoint a successor, it helps the church to handle issues of transition.
Therefore, I am of the opinion that such regulations will make the church healthy and not seen as a family property of the founder.
A popular church in Benin has serious crisis because the wife of the founder took over leadership after the founder's death.
So, to me I think such regulation is very good. The church is attended not by angels but humans. So we can ask for accountability
I think no worthwhile leader should find it difficult of handing over administrative leadership not spiritual after 10 years.
If a leader can't find someone to hand over to, such a leader is a failure. Good leaders are supposed to raise worthy leaders.
No one should drag Buhari or Politics to this issue. The law was signed under the previous admin and their’s no problem with it. Because my “mouth running governor” already said Buhari is targeting RCCG. He will just drag Buhari to anything available. (end)

Finally in my own opinion, Baba Adeboye only did what he has to do (Although he wraped it around this CODE), When it is time for Baba to “go home” God HIMSELF will choose the Spiritual leader of RCCG. The issue of Joshua, Moses and the 70 elders came to mind as I type.
Joshua was still following Moses, as at the time Moses had chosen 70 anointed ELDERS to lead God’s people administratively. Joshua was just Moses’ servant as at the time these 70 Bishops were already operating. When it was time, God CHOSE JOSHUA…...Jesus is Lord, The best of men are still men at their very best.

Unfortunately, somebody was sacked yesterday for doing his job, just because of the level of noise generated everywhere by this issue.... Do we really care?

It's becoming obvious that an average religious mind prefers to be IGNORANT.....

To think that both the Minister of Trade and the sack FRC Ex-sec. Jim Obazee are both RCCG Pastors speak volumes of the issues.
I had it on good authority that Jim Obazee who was a former RCCG zonal Pastor has been having these rancor with Baba Adeboye for years and atimes play recorded phone conversations he had with Baba Adeboye to his then congregation, the issue is messy.

very insightful, my Corporate Law Practice lecturer frequently raises this issue in class which occasioned my reading this article. Thank you, i found it very helpful.