Stock Market
SEC prescribes 3-year cooling-off period for CEOs transitioning to chairmen
Securities and Exchange Commission (SEC) has prohibited Independent Directors from transitioning into Executive Director roles within the same company or group. In a circular to public companies and capital market operators titled “Circular to All Public Companies and Capital Market Operators on the Transmutation of Independent Non-Executive Directors and Tenure of Directors,” the Commission said that the practice of allowing Independent Directors to assume executive positions undermines the core principle of board independence and weakens the value of having an impartial voice in company governance. The SEC also introduced a three-year cooling-off period before a Chief Executive Officer (CEO) can be appointed as Chairman of the same company, aimed at strengthening corporate governance and ensuring a clear separation of roles and oversight.
It said “the attention of the Securities and Exchange Commission has been drawn to the prevalence in recent times of the rotation of various directorship positions among individuals within the same entity or Group of companies. In particular, the Commission observes the worrying trend of the transmutation/conversion of Independent Non-Executive Directors (INEDs) to Executive Directors, including to the position of the Chief Executive Officer. This practice clearly erodes the neutrality of the transmuting INEDs, compromises their ability going forward to provide objective judgment and is generally antithetical to the principles which underpin independent directorship as outlined in both the National Code of Corporate Governance (NCCG) as well as the SEC Corporate Governance Guidelines (SCGG)”. The Commission directed “the discontinuance forthwith of the transmutation of INEDs into Executive Directors within the same company or its Group structure by Public Companies and significant public interest capital market operators”.
The SEC in the circular also streamlined the tenures on CEOs and Board Chairmen, barring CEOs from becoming chairmen directly from their positions. “In addition, pursuant to its powers under Section 355(r)(iv) of the Investments and Securities Act (ISA) 2025 to prescribe corporate governance standards for regulated entities, the Commission hereby directs that, the tenure of Directors of all Capital Market Operators considered as significant public interest entities, as determined by the Commission, would be limited to 10 consecutive years in the same company and a total of 12 consecutive years within the same group structure.
“Furthermore, a Chief Executive Officer or Executive Director who steps down after 10 or 12 consecutive years, as the case may be, cannot be appointed as Chairman until the expiration of a 3-year “cool off period”. The tenure of such former Chief Executive Officer and Executive Director as Chairman shall be for a maximum of 4 years and no more”.
The Commission added: “The foregoing directives take immediate effect and compliance is mandatory. Public Companies and Capital Market Operators are therefore required to take the directives into account in their board appointments and succession planning” Kindly note that years already served by the affected appointees will count towards computing the exit date for the 10 and 12 years’ tenures respectively” the circular noted
NGX market capitalisation inched up on Thursday as equity investors gained more than N92 billion in a wide price upswing that has lasted for three days. Trading activities closed on a positive note, and the bargain hunting boosted key market performance indicators by 0.10%. The stock market index, or the All-Share Index, increased by 152.28 basis points, or 0.10%, to close at 145,476.15 basis points.
Also, NGX market capitalisation climbed by ₦97.06 billion to close at ₦92.73 trillion. Despite the negative breadth, the market rally reflects investors’ continued caution in the stock market. Stockbrokers reported buying interest in selective stocks including OANDO, WAPIC, UACN, TRANSCORP, GTCO, and others across all sectorial indexes.
In contrast, market activities inched lower as the total volume of all trades and their combine value by -14.15% and -8.47% respectively. Today, approximately 1,932.45 million units valued at ₦19,192.53 million were transacted across 23,369 deals.
FIDELITYBK was the volume driver, accounting for 9.04% of all stocks volume executed in the local bourse, followed by GTCO (8.25%), ZENITHBANK (7.90%), ETI (6.38%), and ACCESSCORP with 5.16%.
GTCO topped value chart, accounting for 19.52% of total value of all trades executed on the exchange – the highest traded on the exchange.
UACN led gainers chart, up by +10.00%, trailed by MORISON (+9.94%), ETI (+8.53%), WAPIC (+8.47%), MANSARD (+7.75%), FTNCOCOA (+7.10%), and seventeen others.
A total of twenty-eight (28) stocks depreciated, according to market report released by Atlass Portfolio Limited. With a price depreciation of -10.00%, ELLAHLAKES and EUNISELL both topped the worst performers’ chart, followed by TRANSCOHOT (-9.95%), OMATEK (-9.23%), GUINEAINS (-8.46%), and CAP (-6.16%).
Hence, the market breadth closed on a negative note, as there were 23 gainers and 28 losers. The sectoral performance was positive, as all five major market sectors appreciated. The insurance sector led with an increase of +1.56%, followed by the banking sector (+0.91%), the industrial goods sector (+0.48%), the consumer goods sector (+0.28%), and the oil & gas sector (+0.08%).
Nigerian Exchange (NGX) continued its upward trajectory on Wednesday, with the All-Share Index climbing by 0.27% to reach 145,323.87 points. NGX market capitalisation rose to ₦92.38 trillion as equities investors gained N252 billion. The market demonstrated positive momentum, reflected in a breadth ratio of 1.9x, with 30 stocks posting gains compared to 16 that declined, stockbrokers said. The bullish momentum was fuelled by interest in some oversold stocks across key sectors. Among the top performers were GUINNESS, NCR, NGXGROUP, MULTIVERSE, and SKYAVN, while VERITASKAP, LASACO, PRESTIGE, ROYALEX, and ETI experienced the most significant declines.
Stockbrokers also noted positive price movement in BUACEMENT, UBA, GUINNESS, WEMABANK, STERLINGNG, among others. The All-Share Index added 395.51 basis points to close at 145,323.87 basis points. Trading metrics presented contrasting patterns as the volume of shares traded jumped dramatically by 271.27% to 2.25 billion units, and the number of transactions increased 45.45% to 21,513 deals. Conversely, the total value of transactions dropped 47.17% to ₦20.97 billion. ACCESSCORP emerged as the most traded stock, accounting for 13.60%, followed by ZENITHBANK (13.17%), GTCO (8.70%), STERLINGNG (6.27%), and FIDELITYBK with 5.25%.
ZENITHBANK topped the value chart, accounting for 20.54% of the total value of all trades executed in the local bourse. GUINNESS led the performers chart, gaining +10.00%, trailed by NCR (+9.98%), NGXGROUP (+9.96%), MULTIVERSE (+9.95%), SKYAVN (+9.74%), OMATEK (+5.69%), and twenty-four others. A total of fifteen (15) stocks depreciated, according to data obtained from the local bourse. With a price depreciation of -4.47%, VERITASKAP topped the worst performers’ chart, followed by LASACO (-3.77%), PRESTIGE (-3.03%), ROYALEX (-2.56%), ETI (-1.88%), and CORNERST (-1.75%). Hence, the market breadth closed on a positive note, as there were 30 gainers and 15 losers, stockbrokers reported.
Sector performance showed varied results: the Banking sector led with a 0.65% gain, followed by Industrial Goods which rose 0.47%; Consumer Goods up 0.38%; and Insurance advancing 0.27%. In contrast, the Oil & Gas sector fell 0.47% and Commodities declined 0.24% Ikeja Hotels hits highest valuation in 52 weeks gaining 45 per cent
The NGX All-Share Index fell by 0.14 per cent to 143,520.53, while market capitalisation closed at N91.286 trillion for the week.
This, compared with 143,722.62 points and N91.415 trillion recorded in the previous week, reflects weaker sentiment across the market.
Investors “lost about N129 billion this week as profit-taking continued across major counters”. Most indices closed lower, except NGX CG, NGX Premium, NGX Banking, NGX Pension, NGX AFR Div. Yield, NGX AFR Bank Value, NGX MERI Growth, NGX MERI Value, NGX Lotus II, NGX Growth and NGX Sovereign Bond.
These indices appreciated between 0.01 per cent and 0.94 per cent, showing selective interest in defensive stocks. Turnover rose to 4.140 billion shares worth N115.889 billion in 102,351 deals, higher than 2.668 billion shares valued at N106.264 billion last week.
The financial services industry led activity with 3.358 billion shares worth N81.175 billion in 43,392 deals.
This represented 81.10 per cent of total volume and 70.05 per cent of total value traded during the week.
The services industry followed with 148.272 million shares worth N1.319 billion exchanged in 7,181 deals. The consumer goods sector placed third with 143.638 million shares worth N7.988 billion in 12,099 trades.
Cornerstone Insurance, GTCO and Access Holdings accounted for 2.005 billion shares worth N47.535 billion in 10,185 deals.
These three stocks contributed 48.43 per cent of total turnover volume and 41.02 per cent of total value.
Thirty-eight equities gained during the week, up from 20 recorded previously, while 36 declined, compared with 60 in the prior week.
Seventy-three equities remained unchanged, higher than 67 posted in the previous trading week. Ikeja Hotel, NCR Nigeria, UACN, CWG and Veritas Kapital emerged top gainers, advancing by N9.40, N13.55, N8.90, N1.90 and 18k, respectively.
Meyer, Sunu Assurances, UPDC, Tantalizer and Abbey Mortgage Bank topped the losers’ chart, shedding N3.05, 68k, 68k, 26k and 65k, respectively.
The NGX disclosed the listing of 243,424 additional units of the Chapel Hill Denham Nigeria Infrastructure Debt Fund.
It said, “The additional units arose from the Fund’s 2025 Q3 scrip dividend distribution to qualifying holders.”
The NGX added that the Fund’s total units have increased to 1,056,257,953 following the fresh listing.
The exchange also confirmed the extension of VFD Group’s Rights Issue following SEC approval. It said trading in the company’s rights “will now close on Friday, December 26.”
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