CHARTERED INSTITUTE OF DIRECTORS, NIGERIA (ESTABLISHMENT) ACT, 2023

This Act applies to members of the Institute.

(1) There is established the Chartered Institute of Directors, Nigeria (in this Act referred to as
"the Institute").
(2) The Institute -
(a) shall be a body corporate with perpetual succession and a common seal;
(b) may sue or be sued in its corporate name; and
(c) may acquire, hold or dispose of any property, movable or immovable, for the purpose of carrying out any of its functions under this Act.
(3) The Institute shall not engage in any partisan activities nor shall any of its members or officer of the Institute engage in such activities on behalf of the Institute.

The objectives of the Institute are to -(a) provide well-trained, knowledgeable, skilled and competent corporate governance practitioners;
(b) collaborate with individuals, organisations, and agencies interested and committed to building the capacity of Nigeria's directors and advocating for good corporate governance with the aim of developing professional and technical know-how and improving productivity and national development;
(c) promote integrity, ethical leadership and standards in the conduct and behaviour of persons seeking to qualify as members of the Institute;
(d) ensure that its members maintain a reputable and high standard of conduct expected of any professional practice;
(e) provide for the training and capacity development of persons desiring to become members of the Institute and to promote and protect the interest of its members;
(f) arrange conferences, seminars, symposia and meetings for discussion on practices relating to directorship;
(g) establish a library that will advance the knowledge and study of directorship in Nigeria; and
(h) perform such other functions as may be determined by the Council, in furtherance of the objectives of the Institute.

The Institute shall -(a) determine the standards of knowledge and skill to be attained by persons seeking to be members of the Institute;
(b) promote the theory and practice of good corporate governance amongst members in accordance with international best practice;
(c) ensure observance of high standards of ethical values and professional conduct, including certification and accreditation of members;
(d) build a body of professionals that are skilled and experienced in administration;
(e) regulate the admission of persons into the membership of the Institute in accordance with the provisions of this Act, including the establishment, registration and maintenance of a register for each category of members stipulated under this Act;
(f) facilitate the exchange of ideas, to promote better understanding and disseminate to the public professional opinions on the subject of directorship, good corporate governance, corporate management and the problems associated with it;
(g) organise and conduct examinations for members and prospective members in the theory and practice of good corporate governance;
(h) establish and maintain a library for the use of members and the public and collect, print, publish and distribute to members and the general public, newspapers, periodicals, journals, books, circulars and leaflets;
(i) make recommendations to the Government and other organisations on any change in the law relating to directorship and corporate governance, and promote policies intended to improve corporate governance; and
(j) perform such other functions in furtherance of the objectives of the Institute.

The Institute shall have its Head office in Abuja, Federal Capital Territory (FCT) and Branch Offices in each State Capital of the Federation.

(1) There is established for the Institute, a Governing Council (in this Act referred to as "the Council") which shall be responsible for the general governance and oversight of the Institute.
(2) The Council shall consist of -
(a) the President of the Institute as the Chairman;
(b) the 1st Vice-President of the Institute, as the Vice-Chairman;
(c) the 2nd Vice-President of the Institute;
(d) the last three past Presidents of the Institute;
(e) three Chairmen of branches of the Institute on a rotational basis every two years;
(f) the Director-General of the Institute;
(g) the Honorary Legal Adviser;
(h) the Honorary Treasurer;
(i) 12 other elected members provided that one-third of these elected members would retire by rotation at every Annual General Meeting but may be subject to re-election and provided that no person shall be a Council member for more than 10 years;
(j) a representative of -
(i) the Federal Ministry responsible for trade and investment, not below the rank of a director, to be nominated by the Minister,
(ii) the Federal Ministry responsible for education, not below the rank of a director, to be nominated by the Minister,
(iii) the Securities and Exchange Commission, not below the rank of a director,
(iv) the Corporate Affairs Commission, not below the rank of a director,
(v) the Financial Reporting Council of Nigeria, not below the rank of a director, and
(vi) an academic not below the rank of a professor, to be appointed by the Council on the recommendation of the President.
(3) The provisions set out in the First Schedule to this Act shall have effect with respect to qualifications, tenure of office and meetings of the Council and other matters mentioned in it. [First Schedule]
(4) All Council members shall act in a manner consistent with their obligations to the Institute and applicable laws, regardless of any other affiliation, membership or position.

The Council has powers to -(a) appoint and discipline the Director-General and other members of staff of the Institute;
(b) appoint and discipline the Secretary who shall report to the Council and the Director-General;
(c) approve the remuneration of staff of the Institute, and allowances of members of the Council;
(d) approve the recommendation, from the Director-General of the Institute, for the establishment of branch offices for the Institute;
(e) establish committees or relevant departments for the purpose of effective regulation and discharge of the administrative functions of the Institute under this Act;
(f) issue rules or regulation for the Institute;
(g) prescribe costs or penalties for violation of any provision of this Act;
(h) prescribe yearly dues for members of the Institute;
(i) enforce the provisions of this Act;
(j) approve donations for charitable purposes; and
(k) do any other thing for the purpose of achieving the objectives of the Institute.

(1) The President of the Institute and member of the Governing Council may resign their appointment by notice in writing addressed to the-
(a) Governing Council in the case of the President; and
(b) President, in the case of members of the Council.
(2) A member of the Council may cease his membership, if he -
(a) dies or becomes of unsound mind;
(b) becomes bankrupt;
(c) is convicted of a felony or any offence involving dishonesty;
(d) is guilty of serious misconduct in relation to the office; or
(e) is disqualified or suspended from practicing the profession.
(3) A member of the Council may at any time be removed from office by the Council, if the Council is satisfied that it is not in the interest of the Institute or the public that the member should continue to hold office.
(4) Where vacancy exists in the membership of the Council, the vacancy shall be filled -
(a) in the case of an elected member, by conducting a bye-election; and
(b) in the case of an appointed person, by appointing a person by the Council, on the recommendation of the President to fill the vacancy, from where the vacancy exists, to complete the remainder of the term of office of the predecessor, and such appointment shall be eligible for renewal for a further term, subject to satisfactory performance.

(1) The President and two Vice-Presidents shall be elected by the Council in accordance with the provisions of this Act.
(2) The President and the Vice Presidents shall hold office for a term of two years each, from the date of their election.
(3) Where a vacancy exists in the office of the President, the 1st Vice-President shall act in his stead for the unexpired term of his office, in the absence of the 1st Vice-President, the 2nd Vice-President shall act, and in the absence of all of them, the Council shall fill the vacancy in accordance with the provisions of this Act.
(4) The President shall preside at the meetings of the Council, in the absence of the President, the 1st Vice President shall preside in his stead for the purpose of the meeting, in the absence of the 1st Vice-President, the 2nd Vice President shall preside and in the absence of all of them, the Council shall choose one member from amongst themselves to preside at the meeting.

(1) There shall be appointed for the Institute, a Honorary Legal Adviser and Honorary Treasurer, both of whom shall be appointed by the Council on the recommendation of the President and their tenure shall expire with the tenure of the President.
(2) The Honorary Legal Adviser shall -
(a) be a legal practitioner, with a minimum of ten years cognate experience in corporate Law and related fields of Law;
(b) provide legal advice to the Institute; and
(c) be answerable to the Council.
(3) The Honorary Treasurer shall -
(a) be a Chartered Accountant with a minimum of 10 years cognate experience;
(b) keep the financial records of the Institute; and
(c) participate in the budget processes of the Institute.

(1) There shall be appointed for the Institute a Director-General by the Council, who shall be the Chief Executive Officer of the Institute, and such other persons as the Council may, deem necessary to assist the Director-General in the performance of the function of his office.
(2) The Director-General shall hold office for a term of four years in the first instance and subject to satisfactory performance, be eligible for re-appointment for another term of four years and no more.
(3) The Director-General shall report to the Council, and shall receive such salary and allowances as may be approved by the Council.

A person is qualified to be appointed as Director-General of the Institute if he -(a) is a citizen of Nigeria;
(b) possesses a minimum of a post graduate qualification in a field relevant to the objectives of the Institute, from a recognised institution of higher learning; and
(c) has at least 10 years cognate experience in the field relevant to the objectives of the Institute.

The Director-General shall -(a) be bound by the terms and condition of service contained in his letter of appointment;
(b) be responsible for the general administration of the Institute;
(c) make necessary alteration in the register of members as may be directed by the Council;
(d) remove from the membership register, the name of any registered member who has ceased to be a member of the Institute in accordance with the provisions of section 8 (2); and
(e) keep records of the names of the members that are in default of payment of annual subscription for a consecutive period of six months and take necessary actions, including removal of such member from the register of members as the Council may direct.

The Director-General of the Institute may be removed from office in accordance with disciplinary procedure issued by the Council.

(1) There shall be appointed for the Institute, a Secretary, who shall serve as the Secretary to the Council of the Institute.
(2) The Secretary to the Council shall be a -
(a) legal practitioner with at least 10 years cognate experience in corporate law or related field of law; or
(b) Chartered Secretary with at least 10 years cognate experience.

The Secretary shall -(a) attend meetings of the Council and its committees and provide all necessary secretarial services in respect of these meetings;
(b) maintain a register and other records required to be maintained by the Institute in compliance with the statutory provisions of the Companies and Allied Matters Act; [Act No. 3, 2020]
(c) provide proper returns and ensure requisite returns and notifications are given to the Corporate Affairs Commission as required by the Companies and Allied Matters Act; and [Act No. 3, 2020]
(d) carry out such other assignments and duties as may be directed by the Council.

The Secretary of the Institute may be removed from office in accordance with the disciplinary procedure issued by the Council.

(1) There is established for the Institute, a Management Committee, comprising the Director- General and all the Directors of the Institute.
(2) The Director-General of the Institute shall be the Head of the Committee and the Director responsible for Human Capital shall be the Secretary of the Committee.
(3) The Management Committee shall be responsible for the general administration of the Institute, including the recruitment, promotion and discipline of staff of the Institute.
(4) Other Staff of the Institute may be removed from office in accordance with disciplinary procedure issued by the Council.

(1) Subject to the provisions of this Act, the category of persons to be admitted as members of the Institute are -
(a) Associate Member;
(b) Member;
(c) Fellow;
(d) Honorary Fellow;
(e) Distinguished Fellow;
(f) Chartered Director; and
(g) such other category that may be created by the Council.
(2) The requirements for each category of persons to be admitted as members of the Institute under subsection (1), shall be as prescribed in the regulation issued by the Council.
(3) Where a person is duly registered as a member of the Institute under this Act, the person shall be entitled to use such suffix after his name as may be provided in the regulation issued by the Council.

Subject to the provisions of section 19 (2), the applicant shall -(a) be of good character;
(b) have attained the age of 21 years;
(c) not be convicted of any offence involving criminal act, fraud or dishonesty within and outside Nigeria;
(d) be of sound mind;
(e) not be adjudged a bankrupt; and
(f) fulfil all requirements stipulated by the Council under this Act.

The register of members shall be made of such parts as may be necessary to reflect the categories of members in accordance with the provisions of section 19(1) of this Act.

Subject to the approval of the Council, the Director-General shall have the powers to effect necessary alterations in the register of members, and such alterations may include any of the following-(a) correction of wrong entry;
(b) de-registration of the name of deceased members of the Institute;
(c) removal of names of members that failed to comply with the provisions of this Act;
(d) removal of names of suspended or expelled members of the Institute; and
(e) removal of name of a member of the Institute for any reason as may be approved by the Council in furtherance of the objectives of the Institute.

(1) Where the name of a member is removed from the register on the account of an issue that can be rectified, upon rectification of such issue, or compliance with the law, the Council may direct the Director-General to restore the name of the member in the register.
(2) The Director-General shall publish updated register of members, in accordance with the directives of the Council under this Act each edition of the register shall be available at the principal office of the Institute for public view.
(3) The register shall be made available for inspection by any member of the public during official hours.

There is established for the Institute a fund (in this Act referred to as "the Fund") into which shall be paid all money due to the Institute including but not limited to -(a) annual subscriptions, levies or fees collected for services rendered by the Institute;
(b) penalties imposed for violation of any provisions of this Act, rules and regulations made under it; and
(c) donations from Government, philanthropists, and other donor agencies and organisations made in furtherance of the objectives of the Institute.

(1) The Institute shall apply the Fund established under section 24 of this Act on -
(a) the general administration of the Institute;
(b) the payment of salaries, remuneration and allowances of the members of the Council, Director-General and other employees of the Institute;
(c) such expenses incurred for travelling and subsistence allowance by members of the Council and staff of the Institute as may be approved by Council; and
(d) any other expenses approved by the Council in the performance of its functions under this Act.
(2) Subject to the approval of the Council, the Institute may invest Funds in equities and such other investment portfolios that may yield reasonable income to the Institute.

Subject to the approval of Council, the Institute may borrow money to carry out any assignment in furtherance of the objectives of the Institute.

(1) The Institute shall keep proper books of accounts or records in respect of each financial year.
(2) The Council shall -
(a) cause the accounts to be audited by auditors, not later than the first quarter of the following year; and
(b) submit the audited accounts to the members of the Institute for approval at the next Annual General Meeting.
(3) The Auditors, for the purpose of subsection (1), shall be appointed at the Annual General Meeting of the Institute on the recommendation of the President and the Auditors so appointed shall not be members of the Council.

(1) There is established for the Institute an Investigative Panel (in this Act referred to as "the Panel").
(2) The Panel shall have powers to -
(a) conduct preliminary investigation into any case of alleged misconduct by a member, which for any reason, shall be subject of proceedings before the tribunal to be established under this Act; and
(b) decide whether a prima facie case has been established to be referred to the Tribunal for adjudication.

The Council shall appoint the members of the Panel which shall consist of-(a) three members, one of whom shall be a legal practitioner of not less than 10 years post-call experience; and
(b) two others, one of whom must be a member of the Council.

(1) There is established for the Institute the Disciplinary Tribunal (in this Act referred to as "the Tribunal"), which shall be responsible for considering and determining any case referred to it by the Panel established under section 28 of this Act and any other case of which the Tribunal has taken cognisance of under this Act
(2) The Council shall appoint members of the Tribunal which shall consist of -
(a) a Chairman; and
(b) four other members, one of whom shall be a legal practitioner with not less than 10 years post-call experience,
and the members shall not be members of the Council.
(3) The powers and procedures of the Tribunal shall be contained in the regulation issued by the Council.
(4) Appeals arising from the decision of the Tribunal shall be made to the Federal High Court.

(1) Where a member -
(a) is convicted of a felony by any court of law in Nigeria or anywhere else for an offence which is incompatible with his status as a member,
(b) has been fraudulently registered, the Tribunal may reprimand the member or order the Director-General to strike out the name of the member from the register,
(c) makes a misrepresentation of qualifications, experience, or any other thing relating to the requirement for registration of membership of the Institute and obtains registration,
(d) violates any of the provisions contained in the rules of professional conduct, or
(e) violates any of the provisions of this Act,
the member is guilty of unprofessional conduct is liable on conviction to a fine of N500,000 or imprisonment for a term of at least one year or both.
(2) Any person not a registered member of the Institute who fraudulently parades and practices as a member commits an offence and is liable on conviction to a fine of N500,000 or to imprisonment for a term of at least one year or both.
(3) Any offence under this section shall be tried by the Federal High Court.

The Institute shall -(a) establish and maintain a library comprising of books and publications for the advancement of knowledge of the theory and practice of corporate governance and directorship; and
(b) stimulate and promote research and publication on the theory and practice of corporate governance and directorship.

A person who has a cause of action against the Institute shall -(a) give the Institute three months' notice in writing of his intention to commence an action, disclosing the cause of action and serve the processes on a principal officer at the Head office of the Institute; and
(b) commence the legal action within two years from the date the cause of action arose.

(1) If any person who is or was a director, officer, employee, trustee, authorised representative, or agent of the Institute, acting in good faith and in a manner reasonably believed to be in the interest of the Institute, has been made a party, or is threatened to be made a party, to any action or proceeding by reason of being a representative, whether civil, criminal, administrative or investigative, such a representative may be indemnified against reasonable expenses and liabilities, including attorney fees actually and reasonably incurred.
(2) The indemnity provided under this section shall not be deemed exclusive of any other rights to which those seeking indemnity may be entitled under any law, and any such indemnity shall continue to a person who has ceased to be a director, officer, employee trustee, authorised representative, or agent, and shall inure to the benefit of the heirs, executors and administrators of such person.
(3) The indemnity made under this section shall not be made in any case where the act or failure to act, giving rise to the claim for indemnity is determined by the court to have constituted willful misconduct or recklessness of the director, officer, employee, trustee, authorised representative or agent of the Institute.

The Institute shall have power to-(a) require members to take up insurance;
(b) maintain such liability insurance or bonding scheme for which members shall subscribe to and pay for; and
(c) maintain such other funds for the protection of third parties against director's liability for gross negligence, breach of fiduciary obligations, fraud, defalcation.

(1) Any person, who is qualified to be registered as a member of the Institute before the commencement of this Act, shall immediately after the commencement of the Act or at the time provided by the Council, apply in an appropriate form for registration under the qualified category.
(2) All assets and liabilities held or incurred immediately before the commencement date of this Act by or on behalf of the Institute of Directors Nigeria shall vest in the Chartered Institute of Directors Nigeria, established under this Act and be held by it for the purpose of the Institute.
(3) The provision of the Second Schedule to this Act shall have effect with respect to the matters arising from transfer of assets and liabilities to the Chartered Institute of Directors Nigeria, the properties of the Institute of Directors Nigeria and with respect to other matters mentioned in the Second Schedule. [Second Schedule]

The Council may, subject to the provisions of this Act, make regulations, for -(a) the proceedings of the Panel and the Tribunal
(b) election of the President, Vice-Presidents and other members of the Council;
(c) determine the procedure for becoming a member of the Institute;
(d) the disciplinary procedure for members of the Institute;
(e) appointment, promotion and discipline of staff of the Institute;
(f) all categories of training suitable for the purposes of the objectives of this Act;
(g) prescribing the amount and due date for payment of annual subscriptions and any other levy;
(h) restricting right to practice as directors, in default of payment of the annual subscription;
(i) establishing the professional scale of rates chargeable by members for the various types of directorial services;
(j) making applications for enrolment or registration and providing for the evidence to be produced in support of such applications;
(k) specifying the particulars for notification to the Director-General, by the person to whom any registered particulars relate, or any change in those particulars;
(l) authorising a registered member to have any qualification which in relation to the relevant division of the profession, is either an approved qualification or an accepted qualification for the purpose of this Act, registered in relations to his name in addition to, or as he may elect in substitution for any other qualifications so registered; and
(m) any other thing for effective implementation of the provision of this Act.

In this Act -
"appointed day" means the commencement date of the Act;
"Council" means the Council established as the governing Council of the Institute;
"Director" includes all categories of members of the Institute;
"fees" includes annual subscription and license fees;
"Fund" includes all income, investments and liquid assets of the Institute;
"Panel" means Investigating Panel of the Institute;
"the President" means President and Chairman of the Council;
"register" means the names of registered members of the Institute;
"Rules of Professional Conduct" means the set of rules that guide the conduct of
members.

This Act may be cited as the Chartered Institute of Directors, Nigeria (Establishment) Act, 2023.