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Corporate Governance

The Company is committed to the highest standards of corporate governance in all its activities. Before the introduction of the Code of Corporate Governance in Nigeria, Total Nigeria Plc had already adopted a responsible attitude towards Corporate Governance and issues of corporate social responsibility in Nigeria. The company conducts its business with integrity and pays due regard to the legitimate interest of its stakeholders.


In conformity with the code of best practices in corporate governance, the directors have established the following committees:

Executive Committee: The Executive committee comprises the Executive Directors and General Managers and is responsible for establishing, allocating resources, proposing overall corporate responsibilities over the affairs of the business on a day to day basis. It is chaired by the Managing Director/Chief Executive Officer of the Company. As an internal working committee, it meets all year round and reports to the board as may be necessary.

Diversity and Staff Development Committee:

The Company recognizes diversity as a decisive factor for its competitiveness, attractiveness and ability to adapt. This committee is charged with studying diversity patterns in the workforce and developing ideas and solutions towards ensuring a balanced and productive human resource base for the Company as well as recommending methods for building and developing employee potential in line with Company policy. The committee has also has oversight of the welfare of employees and labour relations.  The members of the Diversity and Staff Development Committee are:

  1. Ms. T. Ibru
  2. Engr. R. Sirajo
  3. Dr. J. Nnamani
  4. Mrs. L. Badaire

Corporate Governance Committee:

This committee's brief is essentially the application of the Code of Corporate Governance to the structure and operations of the Company with a view to ensuring compliance with internationally accepted guidelines, practices and norms of corporate conduct. In this respect, it examines matters that bear potential risks for the Company. The members of the committee are:

  1. Ms. T. Ibru
  2. Engr. R. Sirajo
  3. Dr. J. Nnamani

Risk Management Committee:

The Board established a Risk Management Committee. This committee's brief is essentially to assist the Board of Directors in fulfilling its guidance and oversight responsibility relating to establishment of policies, standards and guidelines for risk management and compliance with legal and regulatory requirements in the Company. The members of the committee are:

  1. Dr. J. Nnamani
  2. Engr. R. Sirajo
  3. Mr. N. Ben Hamida

Statutory Audit Committee:

In compliance with Section 404(2) of the Companies and Allied Matters Act, (CAMA) 2020 the Company has established a Statutory Audit Committee. In 2020 the Statutory Audit Committee membership was revised to comply with the provisions of Section 404(3) of the Companies and Allied Matters Act (CAMA), 2020 which requires that the committee be composed of two Non-Executive Directors and three shareholders elected at the Annual General Meeting. It is chaired by a shareholder representative. The terms of reference of the committee are as prescribed in the provisions of Section 404(7) of the Companies and Allied Matters Act (CAMA) 2020 and the Statutory Audit Committee Charter.
In the performance of their duties, members of the committee have direct access to the internal audit department, the external auditors, management and any other officer that is required. In compliance with the provisions of Section 404(3) of the Companies and Allied Matters Act (CAMA), 2020 the following members and Directors were elected and will serve on the committee up to the conclusion of the 44th Annual General Meeting:

  1. Chief T.A. Adesiyan - Shareholder (Chairman)
  2. Mr. T.K Akanji - Shareholder
  3. Mr. C. Achara - Shareholder
  4. Ms. T. Ibru - Director
  5. Engr. R. Sirajo - Director

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