Corporate Governance Rating System (CGRS)
Membership is open to companies listed on the Nigerian Stock Exchange (NSE). The current membership base spans:
- Financial Institutions
- Multinational companies operating in Nigeria
- Local companies and business associations
For a full list of the members: http://cgrsng.com/ratings-results/
Currently 33 companies have passed the requirments and 87 are at various stages of completing this process.
The Convention on Business Integrity (CBi) in partnership with The Nigerian Stock Exchange (NSE) has established a Corporate Governance Rating System (CGRS) for listed companies in Nigeria.
Developments in Nigeria’s regulatory landscape such as the draft release of the Financial Reporting Council’s unified code of corporate governance has generated debate about the effectiveness of stricter regulation in securing sound corporate behavior. Besides regulation, there was interest in establishing a robust corporate governance system for Nigeria that will incorporate a number of other elements to ensure support for the objectives of regulation across all sectors.
The Corporate Governance Rating System was successfully piloted with volunteer companies who were unveiled at the formal launch in November 2014. It was rolled out to all the listed companies in the course of the year, in 2015.
CGRS assesses companies on four dimensions; corporate integrity, compliance with NSE and general governance rules (SEC Code, CAMA with industry-specific rules added as relevant), a dimension reflecting certification of directors, and a dimension reflecting the confirmation of expert stakeholders of a company’s integrity. The CGRS score is a composite of a score for corporate compliance assessment (50%), a Fiduciary Awareness Certification Testing (FACT) of directors (10%) and Corporate Integrity assessments based on feedback from stratified, random sample of stakeholders (20%) and an Expert Multi-Stakeholder Group (EMSG – 20%). The CGRS cover themes including Business Ethics & Anti-corruption, Internal & External Audit and Control, Shareholder & Stakeholder Rights, Board structure and Responsibilities, and Transparency and Disclosure.
CGRS is at its heart a mechanism for corporate control in that it makes it easier to distinguish poorly governed from well-governed companies on the Nigeria Stock Exchange. The CGRS hopes that the market would reward companies committed to good corporate governance and those with consistently poor behavior punished in return. Companies with already good corporate governance systems in place are rewarded by receiving incentives for their performance including visibility to investors and lower risk premiums. For companies that want to improve or even embark on the journey towards good corporate governance practice, the CGRS sets clear goals and benchmarks to achieve a higher level of performance in order to ultimately enjoy the same incentives.
To leverage the results of the CGRS, the ratings have been used as part of the criteria for being listed on a new Premium Board that was launched by Nigerian Stock Exchange (NSE) in 2015.
A Steering Board (Board of Trustees) and 3 Standing Committees – Selection, Ratings and Interventions govern the CGRS system. The Convention on Business Integrity (CBi) serves as the CGRS secretariat and is responsible for coordinating the administrative tasks for the CGRS.
The Steering Board (SB) serves as the governing body responsible for defining the system’s scope and structure, guiding development and is responsible for approving the companies on the CGRS prior to its official release and launch. The board shall be composed of 7 members, including the chair drawn from CBi, NSE, Securities and Exchange Commission (SEC), Civil Society, Corporate Governance Experts, and an International Rating /Private Sector Development Agency.
The Selections Committee is responsible for coordinating the selection of EMSG members and consultants for the stakeholder assessments and verification of self-assessment done by companies. The Committee shall be composed of 5 individuals (including the Chair) from the following: CBi/NSE, professional/business associations, independent analyst/academic, independent with investigative/due diligence skill and organized civil society (of high repute and standing in society).
The Rating committee is responsible for coordinating the entire ratings process and will also have the specific task of auditing the process and ensuring quality control mechanisms are in place and implemented. The Board shall be composed of 5 individuals (including the Chair) from the following: CBi, a ratings organization, independent analyst/academic, independent corporate governance expert and an independent from organized civil society (of high repute and standing in society)
The Interventions Committee is to clarify the procedures for interventions including coordinating interventions on ranked companies that have a Prima Facie indication of a breach of the corporate governance standards of the CGRS and recommendations of the appropriate actions for the implicated rated companies. The Board shall be composed of 5 individuals (including the Chair) from the following: a representative from CBi, a legal expert from NSE, a organized civil society expert (a legal expert), a representative of rated companies (plus 3 alternates from different sectors representing small, mid and large cap companies) and an independent Media/PR Expert.
The Corporate Governance Rating System for listed companies in Nigeria will achieve the following objectives
- Elevate existing corporate governance and corporate integrity practices in Nigeria, thus improving the overall perception and trust in the Nigerian capital market and business practices.
- Bring both integrity and transparency into the listed companies through the rating and ranking of the most compliant companies.
- Provide companies with an incentive to develop better governance practices.
- Provide an opportunity for companies to differentiate themselves in the marketplace.
- The ratings will form part of the criteria for being listed on a new Premium Board in 2014 and a new Corporate Governance Index to rank all listed companies that will be published by NSE in 2015.