NATIONAL INSURANCE CORPORATION OF NIGERIA ACT

(1) There shall be for the purposes of this Act, a corporation to be known as the National Insurance Corporation of Nigeria (in this Act referred as "the Corporation"), which shall be constituted in accordance with and shall have such powers and duties as are conferred on it by, or by virtue of the following provisions of this Act.
(2) The Corporation shall be a body corporate with perpetual succession and a common seal.
(3) The Corporation may sue or be sued in its corporate name and may hold, acquire, and dispose of any property movable or immovable.

(1) The governing body of the Corporation shall be a board of directors (in this Act referred to as "the Board") which, subject to this Act, shall consist of not less than seven or more than nine directors of whom one director shall be appointed chairman and one other director shall be the managing director appointed under section 21 of this Act, but in no circumstances shall the position of chairman be held by the managing director.
(2) The chairman shall be appointed by the President.
(3) All members of the Board, except the managing director, but including the chairman, shall be appointed to serve as part -time members.
(4)
The Board shall be responsible for the determination of the overall policy of the Corporation, and in particular with regard to the financial, economic and operational programmes of the Corporation, and for ensuring the implementation of such policy; but the Board shall not, in implementing such policy, have or exercise any of the executive functions of the Corporation vested in the managing director pursuant to section 21 of this Act.

(1) The membership of the Board shall comprise-
(a) eight persons who shall not be Federal or State public officers, one of whom shall be appointed as chairman; and
(b) the managing director of the Corporation.
(2)
Appointments of members of the Board under paragraph (a) of subsection (1) of this section, and of the chairman, shall be made by the President only after first satisfying himself in respect thereof that the persons concerned are persons of integrity and of good standing in the community from which they are to be drawn; and in addition, the President must be satisfied that such persons are in the field of industry, commerce, finance or administration and also have specialised knowledge of the working of an insurance business, so as to be capable of discharging the functions of their office in a manner satisfactory to the President.
(3)
The supplementary provisions contained in the Schedule to this Act shall have effect in relation to the Corporation, the Board and the other matters therein mentioned.
[Schedule.]

(1) Subject to the provisions of this Act, the Corporation shall have power, within or outside Nigeria, to carry on any class of insurance business, including life insurance business, and to insure and reinsure against loss of any kind, arising from any risk or contingency and in respect of any matter whatsoever.
(2) Without prejudice to the generality of subsection (1) of this section, the Corporation shall have power to do any of the following things, that is-
(a) to insure any property of the Government of the Federation or of the Government of any State in the Federation or of any statutory corporation;
(b) to insure any property in which any government mentioned in paragraph (a) of this subsection or any statutory corporation has any interest (including any property held on trust for such government or corporation);
(c) to accept on reinsurance, any part of risks undertaken by any other person (being risks such that the Corporation has power to insure against) and to retrocede any part of such risks;
(d) to act as insurance agent or insurance broker in relation to any insurance, and in particular in relation to the insurance of any property mentioned in paragraphs (a) and (b) of this subsection.
(3) Except as may be expressly provided by an order made under subsection (4) of this section, the Corporation shall have power to do anything or to enter into any transaction which in the opinion of the Board is calculated to facilitate the due performance of the functions of the Corporation under this Act, and in particular the Corporation may-
(a) acquire any undertaking of any registered insurer or acquire, hold or have any shares or stock in, or any financial interest in, any such undertaking;
(b) assist in organising training schemes for employees of any registered insurer;
(c) appoint insurance agents.
(4) Where the President is of opinion that it is in the public interest so to do, he may by order published in the Federal Gazette, abridge or restrict the powers of the Corporation to any extent necessary; and when so abridged or restricted, the powers of the Corporation shall be exercisable subject to and in accordance with the provisions of the order, and not otherwise.
(5) For the avoidance of doubt, it is hereby declared that the foregoing provisions of this Act relate only to the capacity of the Corporation as a statutory corporation, and nothing in the said provisions shall be construed as authorising the disregard by the Corporation of any rule of law.
(6) In this section, the expression "statutory corporation" means any body corporate (including a company in respect of which any government in Nigeria, Federal or State, holds a majority of shares, but excluding any other company incorporated under the Companies and Allied Matters Act or any enactment thereby repealed) established directly by or under any law in force in the Federation.

(1) It is hereby declared that, subject to subsection (2) of this section, the Corporation shall be liable for taxation of any description (including liability for any duty, rate, levy or other charge whatsoever, whether general or local, properly levied and payable).
(2)
Nothing in this section shall be construed to impose liability for company income tax upon the Corporation, until such time as the amount in the general reserve fund of the Corporation is for the first time equal to twice the amount of the paid-up capital of the Corporation.

(1) The Minister may give to the Board directives of a general or of a special nature with regard to the exercise of the functions of the Corporation; and as the case may require, it shall be the duty of the chairman, the Board and the managing director to comply with the directives, unless matters of policy are in dispute and subsection (2) of this section applies.
(2)
In the application of subsection (1) of this section, where the Minister intends to initiate a policy affecting the exercise of the functions of the Corporation, he shall consult with the chairman, and in the event of disagreement between the Minister and the chairman over the implementation of that policy, the policy and any directive issued in that respect, shall stand suspended, so however that if any part of the policy so in dispute is severable from any other aspects of the policy not in dispute, the policy or the directive issued shall be suspended only in respect of the part in dispute; and thereafter the policy, or the part in dispute so suspended shall, upon its being referred by the Minister to the President, be affirmed, modified, or rejected by the President, and the President may give such directions thereon as he thinks fit.

(1) Without prejudice to subsections (1) and (2) of section 1 of this Act, and subject as hereinafter in this Act provided, the Corporation shall be deemed to be a company registered under the Insurance Act.
(2) Accordingly, and in so far as the provisions of the Insurance Act are not inconsistent with those of this Act, the Corporation shall comply with the requirements of the Act aforesaid, as if the Corporation were a company so registered, and that Act shall, in relation to the Corporation, have effect and be construed accordingly.

(1) It shall be the duty of every registered insurer to produce to any person authorised by the Registrar of Insurance, on production by that person, if so required, of a duly authenticated document showing his authority, such books of accounts, records and documents, and to supply copies of and extracts from such books, records and documents and to furnish such other information, as may reasonably be required for purposes of this Act.
(2) If any person fails to comply with the requirements of this section, he shall be guilty of an offence under this Act.

(1)
The share capital of the Corporation shall, subject to subsection (2) of this section, be N2 million divided into 20,000 shares of N100 each, and the said shares shall, on the commencement of this Act, be deemed to be subscribed for, issued, and called up in full; and payment in respect of such call up shall be made by the holder of the shares at such times and in such manner as the President may direct.
(2) The Minister may, from time to time, with the approval of the President, increase the share capital of the Corporation; and, as soon as may be after any such increase, the Board may make calls for the additional shares on such terms and conditions as the Board may determine.
(3) All the shares in the Corporation shall be taken up by the Federal Government, and subject to subsections (1) and (2) of this section, shall be paid for by that Government.
(4) The Accountant-General of the Federation shall, when authorised under this subsection by the Minister of Finance, charge to and issue out of the Consolidated Revenue Fund of the Federation (in this Act referred to as "the Consolidated Revenue Fund") any sum required for making payment for shares in the Corporation taken up by the Federal Government.

The liability of any holder of shares in the Corporation, shall be limited to the amount, if any, unpaid on the shares held by the holder.

No dividend shall be declared by the Board unless-(a) at the time of the declaration, the amount in the general reserve fund of the Corporation exceeds the amount of N100 million;
(b) such dividend has been earned and has been approved by the Minister.

(1)
The initial expenses and working capital of the Corporation shall be provided out of a loan to be granted to the Corporation by the Federal Government; and for that purpose, where the Minister of Finance is satisfied as to the amount he may authorise an advance by way of loan not exceeding N200,000 from the Contingency Fund of the Federation or such other fund as the Minister aforesaid may direct and the loan when so made, shall bear interest at such rate as the Minister aforesaid may approve or require.
(2)
The Accountant-General of the Federation shall, as directed by the Minister of Finance under this section, issue out of the relevant fund of the Federation sums necessary for making the loan of N200,000 to the Corporation under subsection (1) of this section.

(1) The Corporation shall at such times and in such manner as the Minister of Finance with the approval of the President may direct, repay the loan made to the Corporation under section 12 of this Act, together with interest at the rate prescribed.
(2) Any sums received by way of repayment of the said loan or of interest thereon, shall be paid into the Consolidated Revenue Fund.

Subject to any restriction imposed by this Act as to the amount thereof, the Corporation may, with the consent of the Minister given either generally or in any particular case, borrow by way of temporary accommodation from the Federal Government such sums as the Corporation may require in the exercise of its functions under this Act.

(1) Subject to the following provisions of this section, the Minister may by order direct that the aggregate of the amount outstanding in respect of the principal of any monies borrowed by the Corporation, shall not at any time exceed N100,000; and while such an order is in force that aggregate amount shall not, except with the approval of the President, exceed the sum so specified.
(2) Nothing in this section shall prevent the Corporation from borrowing in excess of any limit (if any) imposed by virtue of subsection (1) of this section, for the purpose of paying off any loan.
(3) A person lending money to the Corporation shall not be bound to enquire whether the borrowing is within the power of the Corporation.

Without prejudice to the provisions of any enactment requiring the establishment of technical reserves by a registered insurer, the Corporation shall establish and maintain a general reserve fund out of the profits of the Corporation for meeting contingencies, depreciation of assets, for the liquidation of any debt or liability of the Corporation and for such other purposes as the Board may consider necessary for the proper functioning of the Corporation under this Act.

The profits of the Corporation in any financial year shall be applied in such manner as the Board may, with the approval of the Minister direct, and dividends on the shares of the Federal Government in the Corporation shall be paid into the Consolidated Revenue Fund.

(1) Subject to sections 19 and 20 of this Act, there shall be in the employ of the Corporation, such number of officers and servants as may appear expedient and necessary to the Board, for the proper and efficient conduct of the business and functions of the Corporation.
(2) Unless otherwise precluded by this Act, the Corporation may exercise any of the powers and perform any of the functions and duties conferred and imposed on the Corporation by this Act through or by any of its officers and servants duly authorised by the Corporation in that behalf.

(1) There shall be an officer of the Corporation, to be known as the managing director, who shall be appointed by the Minister, subject to the approval of the President and the person so appointed shall-
(a) be the holder of a recognised qualification in the field of insurance and shall have at least ten years' experience in insurance business;
(b) not, while he is the holder of that office, hold any directorship in any corporation, company or concern other than the Corporation.
(2) The managing director shall be the chief executive of the Corporation and shall be responsible for the general administration of the Corporation, the execution of the policy of the Corporation and the transaction of its day-to-day business.

(1) There shall be appointed by the Minister, subject to the approval of the President, an officer of the Corporation to be known as the secretary.
(2) The secretary shall be responsible to the managing director, as the chief executive officer of the Corporation, and under his direction and control, the secretary shall carry out the day-to-day administration of the affairs of the Corporation; and without prejudice to the generality of the foregoing provisions of this subsection, the secretary shall be responsible for the following matters, that is to say-
(a) making arrangements for meetings of the Board;
(b) preparing the agenda and the minutes of such meetings;
(c) conveying decisions of the Board to members of the Board;
(d) arranging for payment of fees and allowances, of meetings and all other matters affecting members of the Board,
and he shall perform all other duties affecting the Corporation as may be specifically assigned to him by the managing director.

(1) The Board shall make rules for the establishment and maintenance of a fund to be known as the "National Insurance Corporation of Nigeria Pension and Welfare Fund", for providing pensions to employees of the Corporation, and in the case of injuries or death of such employees, for providing benefits to them or their dependants,
(2) Provisions shall be made by the rules for the payment of contributions to the said fund by the Corporation or the employees of the Corporation, or both, as the Minister may direct or require.
(3) Rules made for the purpose of this section shall not have effect, until approved by the Minister.

(1) The Corporation shall keep proper accounts and proper records in relation thereto and shall, in respect of each financial year, prepare a balance sheet, a profit and loss account, revenue accounts, and other statements and abstracts in accordance with the requirements of the Insurance Act.
(2) The accounts of the Corporation shall be audited by auditors appointed from the list of auditors and in accordance with the guidelines supplied by the Auditor-General for the Federation.
(3)
The auditors shall, on completion of the audits of the accounts of the Corporation for each financial year, prepare and submit to the Board, the following two reports, that is to say-
(a) a report (elsewhere in this Act referred to as "the general report"), which shall set out general observations and recommendations of the auditors, on the financial affairs of the Corporation for that year and on any important matters which the auditors may consider necessary, to bring to the knowledge of the general public; and
(b) a detailed report (elsewhere in this Act referred to as "the full report"). which shall set out detailed observations and recommendations of the auditors on all aspects of the operations of the Corporation for that year.

The President may, in respect of any particular audit under this Act, if of the opinion that it is in the public interest so to do, from time to time give directions-(a) to the auditors of the Corporation, requiring them to carry out any examination which would enable them to report to the President upon the adequacy of any measures taken by the Corporation for the protection of the interests of the shareholders, policy holders, and other creditors of the Corporation, or upon the sufficiency of procedure in auditing the financial affairs of the Corporation;
(b) to the said auditors requiring them to enlarge, within the requirements of their directions, the scope of the audit of the financial affairs of the Corporation or to adopt a different procedure in the audit;
(c) to the said auditors or any other persons requiring them jointly or severally to carry out such other examinations as may be mentioned in the directions,
and it shall be the duty of the auditors or other persons directed as aforesaid, to comply with those directions and to report to the Board accordingly.

(1) The Corporation shall, within six months after the close of each financial year, furnish to the Minister and to the Registrar of Insurance-
(a) a copy of the audited accounts of the Corporation and of the statements and abstracts mentioned in section 22 of this Act;
(b) a copy of the general report and of the full report of the auditors mentioned in the said section 22;
(c)
a detailed report of the Board on the state of affairs of the Corporation for that financial year, including a statement of the amount out of the profits which the Board proposes to carry to the general reserve fund of the Corporation; and of the amount which the Board recommends should be paid by way of dividend, and the Minister shall, as soon as may be after receipt thereof, submit to the President a copy of each of the documents furnished to him under this subsection.
(2) As soon as may be after the Corporation has complied with the requirements of subsection (1) of this section, the Board shall cause the audited accounts of the Corporation and the general report aforesaid to be published in the Federal Gazette.

(1) An officer of the Federal Ministry of Commerce may, if authorised by the Minister in that behalf, give notice in writing under this section to the Corporation, requiring the Corporation to provide the Minister with such information relating to the property, financial position, activities or proposed activities of the Corporation as may be required by the notice.
(2) The Corporation shall within a reasonable time after a notice is given to it under subsection (1) of this section, provide the Minister with the information required thereby, but if a time is prescribed by the notice, the Corporation shall provide the information within the time so prescribed.

(1) Notwithstanding anything in any other enactment, no suit against the Corporation, a director or any officer or servant of the Corporation for any act done in pursuance or execution or intended execution of any enactment or law, or of any public duties or authority, or in respect of any alleged neglect or default in the execution of such enactment or law, duties or authority, shall lie or be instituted in any court, unless it is commenced twelve months next after the act, neglect or default complained of or, in the continuance of damage or injury, within twelve months next after the ceasing thereof.
(2) No suit shall be commenced against the Corporation before the expiration of a period of one month after written notice of intention to commence the suit shall have been served upon the Corporation by the intending plaintiff or his agent; and the notice shall clearly and explicitly state the cause of action, the particulars of the claim, the name and place of abode of the intending plaintiff and the relief which he claims.

The notice referred to in section 26 (2) of this Act and any summons, notice or other document required or authorised to be served upon the Corporation under the provisions of this Act or any other enactment or law may be served by delivering the same to the chairman or the managing director of the Corporation, or by sending it by registered post addressed to the managing director at the principal office of the Corporation.

In any action or suit against the Corporation, no execution or attachment or process in the nature thereof, shall be issued against the Corporation, but any sums of money which may by the judgment of the court be awarded against the Corporation shall, subject to any directions given by the court where notice of appeal has been given by the Corporation in respect of the said judgment, be paid by the Corporation from the general reserve fund of the Corporation.

Every director, agent, auditor, secretary, and other officer or servant for the time being of the Corporation shall be indemnified out of the assets of the Corporation against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour, or in which he is acquitted, if any such proceeding is brought against him in his capacity as such director, agent, auditor, secretary or other officer or servant as aforesaid.

If any person in giving any information for the purposes of this Act or any regulation thereunder, makes any statement which he knows to be false in a material particular, or recklessly makes any statement which is false in a material particular, he shall be guilty of an offence and liable on conviction to imprisonment for a term not exceeding five years or to a fine of N1,000 or to both such imprisonment and fine.

(1)
Where an offence under this Act committed by any body corporate, including a registered insurer, is proved to have been committed with the consent or connivance of, or to be attributable to any neglect on the part of, any director, manager, secretary or other similar officer of the body corporate, or any person who was purporting to act in any such capacity, he, as well as the body corporate, shall be guilty of that offence and liable to be proceeded against and punished accordingly.
(2) Where the affairs of a body corporate established under any enactment are managed by its members, with or without directors, the expression "director" as used in subsection (1) of this section, shall in proper case include any such member.

Any person who is guilty of an offence under this Act or who contravenes or fails to comply with any provision of this Act, for which no other penalty is specifically provided, shall be liable on conviction to a fine not exceeding N5,000 and, if the default in respect of which he is so convicted is continued after the conviction, he shall be liable to a further sum of N50 for each and every day during which the contravention or default continues and liability for such further sum shall commence from the day following the conviction, or from such day thereafter as the court may order.

The Minister may, from time to time, by order published in the Federal Gazette, apply to the Corporation any of the provisions of the Companies and Allied Matters Act not inconsistent with this Act, with any necessary modifications as he may prescribe, but otherwise nothing in the Companies and Allied Matters Act or any Act thereby repealed, shall apply to the Corporation.

The Corporation shall not be wound up, except by or under the authority of an Act.

Without prejudice to any other power of the Minister under this Act to make regulations for any special purposes, regulations may be made by the Minister generally for the purposes of this Act.

(1) The Board may make rules or bye-laws, not inconsistent with this Act or any regulations made thereunder, for the general and efficient conduct of the business of the Corporation as an insurer, and without prejudice to the generality of the power so conferred, rules or bye-laws may-
(a) prescribe the manner and conditions subject to which the Corporation may enter into reinsurance contracts;
(b) prescribe premium and commission rates, terms and conditions, to be offered by the Corporation in connection with insurance or reinsurance business.
(2) Where rules or bye-laws are made pursuant to subsection (1) of this section, it shall not be necessary for their validity to cause them to be published in the Federal Gazette, but the Board shall bring them to the notice of such interested persons (including officers and servants of the Corporation) as the Board may, from time to time, determine.

In this Act, except where the context otherwise requires, the following expressions have the meanings hereby respectively assigned to them, that is to say-
"Board" has the meaning assigned to it in section 2 of this Act;
"body corporate" includes an association of underwriters;
"chairman" means the chairman of the Board;
"Consolidated Revenue Fund" means the Consolidated Revenue Fund of the Federation;
"Corporation" means the National Insurance Corporation of Nigeria, established under section 1 of this Act;
"director", in relation to the Corporation, means a member of the Board;
"financial year", in relation to the Corporation, means the period of twelve months ending with 31 December in any year and, where appropriate, includes any lesser period ending with that date;
"general reserve fund of the Corporation" means the fund established and maintained by the Corporation pursuant to section 16 of this Act;
"Minister" means the Minister charged with responsibility for matters relating to trade;
"Minister of Finance" means the Minister charged with responsibility for finance;
"managing director" means the managing director of the Corporation;
"policy" in relation to insurance includes every writing whereby any contract of insurance is made or agreed to be made;
"Registrar of Insurance" means the Registrar of Insurance under the Insurance Act;
"registered insurer" means, without prejudice to section 7 of this Act, any person (other than the Corporation), registered as an insurer under the Insurance Act.

This Act may be cited as the National Insurance Corporation of Nigeria Act.