Section 63: Responsibilities of the Board of NNPC Limited.

1 The Board of NNPC Limited shall, in addition to its responsibilities under the Companies and Allied Matters Act and its articles of association—
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a be responsible for the strategic guidance and determining the business structure of NNPC Limited;
b be responsible for the approval of the annual budget of NNPC Limited;
c act in good faith and exercise due diligence and care in the best interests of NNPC Limited, the shareholders and the sustainable development of Nigeria;
d apply the highest ethical standards in performing its duties, taking into account the interests of its stakeholders and the fiduciary duty of the directors to NNPC Limited;
e make decisions guided by commercial and technical considerations that represents good international petroleum industry practices;
f determine and report to the shareholders of NNPC Limited on key performance indicators on at least annual basis;
g review and guide corporate strategy, major plan of action, risk policy and business plan;
h set performance objectives for NNPC Limited, the Board of NNPC Limited, members of NNPC Limited's management and individual business units and subsidiaries of NNPC Limited;
i monitor NNPC Limited's corporate performance;
j oversee major capital expenditures, acquisitions and divestitures;
k monitor the effectiveness of NNPC Limited’s governance practices and propose and implement changes;
l select, compensate, monitor and replace management executives and oversee succession plan;
m align key executive and Board of NNPC Limited remuneration with the longer term interests of NNPC Limited, its shareholders and stakeholders;
n monitor and address potential conflicts of interest of management and members of the Board of NNPC Limited and breach of fiduciary duty by members of the Board of NNPC Limited;
o ensure the integrity of NNPC Limited’s accounting and financial reporting systems, including audit of NNPC Limited’s accounts by independent third party;
p ensure that appropriate system of control is in place for risk management, financial and operational control and compliance with applicable law and relevant standards;
q oversee the process of disclosure and communications to shareholders and the public; and
r determine the dividend policy of NNPC Limited, ensure sustained growth and a sound financial base for NNPC Limited.

2 The provisions of this section shall be incorporated into the memorandum and articles of association of—
a NNPC Limited at the time of its incorporation; and
b each of the NNPC Limited’s wholly-owned subsidiaries as if references in this section to 'NNPC Limited’ were references to such wholly-owned subsidiary.

3 A member of the Board of the NNPC Limited shall be suspended or removed from office by the President, where the member—
a is found to be—
(i) unqualified for appointment under section 59 of this Act,
(ii) unqualified subsequent to his appointment, or
(iii) in breach of conflict of interest provisions in the Companies and Allied Matters Act or any regulation regarding conflicts of interest passed under this Act;
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b ceases to be an employee of the ministry or agency he represents on the Board of the NNPC Limited;
c has demonstrated an inability to effectively perform the duties of his office;
d has been absent from the meeting of the Board of the NNPC Limited for three consecutive times without the consent of the Chairman or in the case of the Chairman, without the consent of the President, except where good reason is shown for the absence;
e is found guilty of serious misconduct by a court or tribunal of competent jurisdiction; or
f has, under the law in force in any country—
(i) been adjudged or declared bankrupt or insolvent and has not been discharged,
(ii) made an assignment to or arrangement or composition with his creditors which has not been rescinded or set aside, or
(iii) incapable to discharge the duties of his office as a result of infirmity of body or mind.