By Segun Elijah
WorldStage— AIICO Insurance Plc, the largest retail life insurer in Nigeria, announced May 25 the appointment of three new non-executive directors(NEDs), one of them an independent NED who might not be exactly so.
And that is in violation of Nigeria’s code of corporate governance.
Section 7.2.5 of the NCCG 201 8 states: an INED is a NED who does not have, and has not had within the “last five years”, a material business relationship with the Company either directly, or as a partner, shareholder, Director or senior employee of a body that has, or has had, such a relationship with the Company.
In a notification on NGX, AIICO disclosed Sadiq Mohammed, the new INED, was group deputy chief executive officer, among other positions he held at ARM Ltd.
He left the asset management company in 2024.
While there, Mohammed participated in a raft of investments and projects throughout the 28 years he spent there.
Donald Kanu, company secretary, who signed the statement, however, skipped a deal: the merger of ARM Life Plc, an ARM Holding’s subsidiary, and Tangerine Life Insurance Ltd.
The merger later transferred its annuity business to AIICO in 2022.
The appointment notification further stated the new independent NED currently serves on the boards of other companies, including DCSL Corporate Services Limited.
DCSL, according to one of AIICO’s corporate governance reports, conducted a board evaluation and a corporate governance audit for the insurer in 2024.
Worldstage sought clarification on the impact of these relationships on Mohammed’s independence, and the provisions of the governance code. AIICO could not respond to the email request as of the time of reporting.
The appointment does not only flout the corporate governance code relating to the five-year cooling-off period; it also reveals AIICO exploited one of those relationships or circumstances which, the code states, may impair, or appear to impair an INED’s independent judgment.
The two other NEDs the insurer appointed alongside Mohammed are Tunde Mabawonku and Rolake Akinkugbe-Filani.
