Introduction
Adhering to sound corporate governance practices is a strong foundation of every sustainable organisation. Across Nigeria, civil society groups, foundations, and faith-based bodies play vital roles in driving national development and social transformation. Yet, many non-profits continue to grapple with weak governance systems, unclear leadership roles, and limited accountability structures. Rafindadi & Olanrewaju (2019) in a study of internal control systems in Nigerian NGOs found that weaknesses in risk-assessment and control frameworks significantly undermine financial accountability, with a 1 % decrease in risk-assessment measures being associated with a 0.15% increase in poor financial accountability practices.
In contrast, countries such as the United Kingdom have developed robust governance frameworks that guide charities and enhance their effectiveness. One of the most respected is the UK Charity Governance Code, a practical tool that helps non–profit boards strengthen accountability, integrity, and performance.
This calls for exploration of the key principles and lessons that can be drawn from the recently released Code and how Nigerian non-profits can adapt the principles to strengthen credibility, sustainability, and public trust while awaiting the release of the Final Nigerian Non-profit Governance Code by the Financial Reporting Council (FRC) Nigeria.
The code introduces a significant refresh with a stronger emphasis on the behaviours, values, and processes that support effective boards. It is built around eight core principles, including organisational purpose, leadership, ethics, decision-making, managing risks, equity, diversity, inclusion, and board effectiveness, aiming to help charities of all sizes improve governance and accountability. This voluntary framework encourages charities to reflect on how they lead and make decisions, providing clearer guidance and promoting transparency and continuous improvement across the sector.
Leadership and Strategic Oversight
A central lesson from the UK Charity Code is the importance of active, strategic leadership at the board or governing council level. Trustees are expected to provide oversight and stewardship, rather than interfering in daily operations.
For Nigerian non-profits, this means clarifying governance structures, defining the roles of the Chair, Treasurer, and Secretary, and ensuring clear communication lines between the board and executive management. Regular board training, transparent recruitment, and periodic appraisals help ensure that members possess the right mix of competence, commitment, and ethical grounding.
Clear Organisational Purpose
The UK Charity Code emphasises that a charity’s activities must align with its mission and deliver measurable public benefit. Boards are encouraged to periodically review their purpose and develop a theory of change—a model that explains how activities lead to long-term social impact.
Nigerian organisations can adopt this by linking projects and partnerships to clear outcomes, tracking progress with measurable indicators, and ensuring accountability to beneficiaries and donors.
Ethics and Organisational Culture
Ethical leadership and transparency form the moral compass of every sustainable non-profit. The UK Code requires trustees to set and live by organisational values that promote openness, honesty, and integrity in decision-making.
For Nigerian organisations, where public trust can easily be eroded by perceived misuse of funds or favouritism, ethical culture must go beyond written policies. Boards should ensure that ethical standards guide all partnerships, procurement processes, and donor relations. Publishing annual reports, audited accounts, and impact summaries further demonstrates transparency and builds credibility with stakeholders.
Equity, Diversity, and Inclusion (EDI)
Diversity strengthens decision-making by bringing different perspectives and experiences to the table. The UK Code deliberately emphasises equity, diversity, and inclusion (EDI), encouraging representation across gender, age, ethnicity, and background.
In Nigeria, many boards remain male-dominated or drawn from narrow social circles. Expanding representation to include youth, women, persons with disabilities, and individuals from diverse geographical regions enhances legitimacy, fosters innovation, and builds community trust.
Financial Stewardship and Risk Management
The UK Code emphasises the importance of prudent financial management, striking a balance between ambition and sustainability. Boards are responsible for ensuring that resources are used efficiently while safeguarding the organisation’s long-term stability.
Nigerian non-profits can strengthen financial governance by enforcing budget discipline, conducting quarterly financial reviews, and maintaining internal audit systems. Establishing reserve policies, anti-fraud mechanisms, and transparent procurement processes are also essential. Regular financial reporting reinforces accountability and mitigates reputational risks.
Effective Decision-Making
Good decisions are evidence-based, timely, and transparent. The UK Code encourages boards to document their deliberations and provide clear rationales for their choices.
For Nigerian organisations, this means adopting well-defined delegation frameworks, maintaining accurate board minutes, and conducting risk assessments for major decisions. Clear documentation supports accountability and continuity, especially during leadership transitions.
Board Effectiveness and Renewal
Continuous improvement is a hallmark of good governance. The UK Code encourages boards to evaluate their performance annually, identify skill gaps, and invest in capacity building.
Nigerian non-profits can institutionalise these practices through annual governance reviews, board scorecards, and fixed-term limits that encourage renewal. Regular retreats and succession planning further strengthen board cohesion and effectiveness.
Comparative Overview: UK Charity Governance Code and Nigerian Context
The table below summarises how Nigerian non-profits can adapt each principle of the UK Charity Governance Code.
|
UK Governance Principle |
Core Message from the Code |
Adaptation for Nigerian Non-Profits |
|
Foundation Principle |
Trustees understand legal responsibilities and act with integrity. |
Boards should undergo orientation on CAC requirements, NGO regulations, and fiduciary duties under Nigerian law. Develop trustee handbooks and conduct annual governance training. |
|
Organisational Purpose |
Activities must align with the mission and deliver measurable public benefit. |
Develop a clear theory of change and measurable impact indicators linking donor projects to long-term social outcomes. |
|
Leadership |
Boards provide strategic direction and model ethical behaviour. |
Strengthening the role of board chairs and committees. Establish leadership succession and mentorship systems. |
|
Ethics and Culture |
Promote openness, integrity, and accountability. |
Adopt codes of conduct, whistleblowing policies, and transparent communication with stakeholders. Publish annual reports and audits publicly. |
|
Decision-Making |
Ensure evidence-based and transparent decisions. |
Use clear delegation frameworks, record meeting deliberations, and conduct regular risk assessments. |
|
Managing Resources and Risks |
Stewardship and sustainability of resources are vital. |
Enforce budget discipline, conduct quarterly reviews, and implement internal audit systems. Establish reserve and anti-fraud policies. |
|
Equity, Diversity, and Inclusion (EDI) |
Diverse boards enhance decision-making and legitimacy. |
Prioritise inclusion of youth, women, and persons with disabilities. Ensure regional and cultural balance. |
|
Board Effectiveness |
Boards review performance regularly and improve. |
Conduct annual appraisals, introduce term limits, and encourage continuous learning through retreats and training. |
Practical Steps for Nigerian Non-Profits
To bring these lessons to life, Nigerian non-profits can:
- Adopt a Governance Charter: Develop a locally adapted version of the UK Charity Governance Code as an internal governance framework pending the release of the Nigerian Non-profit Governance Code by the FRC.
- Institutionalize Training and Induction: Ensure every new board member undergoes orientation on both organisational and legal responsibilities under Nigerian law.
- Conduct Annual Governance Reviews: Evaluate board performance, ethical compliance, and diversity annually.
- Promote Transparency: Publish audited accounts, board activities, and impact reports regularly to strengthen public confidence.
- Collaborate for Sector-Wide Standards: Networks of NGOs and faith-based organisations can jointly develop a Nigerian Non-Profit Governance Code inspired by the UK model.
Conclusion
The lessons from the UK Charity Governance Code are both timeless and transformative. They demonstrate that governance is not merely about compliance; it is a living culture of accountability, ethics, and leadership.
For non-profits in Nigeria, adapting these principles provides a pathway to stronger institutions, enhanced public trust, and greater social impact. If effectively implemented, they can redefine how non-profits are led, funded, and evaluated, ultimately advancing the nation’s development agenda.
Research Unit,
Chartered Institute of Directors (CIoD) Nigeria
28, Olawale Edun Street (Formerly Cameron Road), Ikoyi, Lagos