Corporate Governance in Africa: Why SMEs Need Strong Governance Frameworks Now

Corporate Governance in Africa: Why SMEs Need Strong Governance Frameworks Now

Small and Medium Enterprises (SMEs) are the backbone of most African economies. Reports show that they generated approximately 80% of employment in sub-Saharan Africa in 2024. Despite their significance, SMEs face persistent obstacles, including restricted access to capital, regulatory complexities, and operational weaknesses. A valuable yet underutilised tool to address these challenges is corporate governance.

Now let’s examine why African SMEs need viable governance frameworks and outline practical and implementable measures.

 

The Value of Governance for SMEs

For SMEs, governance typically involves structured roles, transparent financial reporting, and clear decision-making protocols. This improves internal efficiency by reducing redundancies and clarifying authority, enabling SMEs to allocate resources effectively. Unlike large corporations with dedicated compliance teams, most African SMEs operate informally, often with owners managing all or several functions. This informality can lead to disorganised records, mismanagement, or disputes, undermining growth potential.

It is also worth noting that African SMEs encounter specific barriers that governance can address. For one, access to finance is a primary concern. In 2024, the AfDB reported that 60% of SMEs in Africa were denied credit due to inadequate documentation or perceived risks. Specifically, a business may generate consistent revenue yet fail to secure loans or attract investors due to disorganised financial records and a lack of transparency.

 

 

Regulatory compliance remains a significant challenge for SMEs. In Nigeria, for example, the revised Corporate Governance Code introduces specific requirements for SMEs, including the need to maintain auditable financial records and define clear leadership roles. As a result, non-compliance can lead to exclusion from public procurement opportunities or attract regulatory penalties.

In addition, succession planning adds another layer of complexity. Family-owned SMEs, which account for more than 50% of African businesses, face heightened vulnerability. A large number of these businesses lack formal succession plans. This gap contributes to the dissolution of a large number of such companies after a leadership transition. A strong governance framework directly addresses this issue by documenting clear succession protocols and safeguarding business continuity.

 

Why the Urgency in 2025?

 

Several evolving developments are making strong governance increasingly important for SMEs. With the African Continental Free Trade Area (AfCFTA) now fully operational, SMEs have greater access to a broader market across the continent. However, to take full advantage of these opportunities, businesses must meet cross-border standards and expectations. Having a clear governance framework in place helps SMEs navigate regulatory requirements, build credibility with international partners, and position themselves for long-term growth.

 

 

Likewise, investor preferences have increasingly shifted toward accountability, with a growing emphasis on governance practices such as ethical labour policies. This trend has led to a surge in impact investments targeting African SMEs demonstrating strong governance frameworks. For example, the International Finance Corporation (IFC) invested a record $14.2 billion in Africa during the 2024 fiscal year, supporting sectors like clean energy, manufacturing, digital connectivity, small business, trade, and agriculture. Additionally, initiatives like Uncap’s €30 million fund aim to provide non-dilutive, revenue-based financing to early-stage African SMEs, particularly those focusing on agriculture, trade, logistics, climate resilience, and financial inclusion.

Digitalisation also demands structure. Furthermore, the growing adoption of digital technologies reinforces the need for sound governance. SMEs that rely on mobile payment systems, online marketplaces, or digital platforms must establish clear policies to prevent fraud, data breaches, and cyber threats. As noted in a previous article, businesses without governance oversight are far more susceptible to digital risks and operational disruptions. The AfDB documented that 40% of SMEs in 2024 incurred losses from cybersecurity failures due to missing governance policies (AfDB, 2024). These dynamics make governance indispensable.

 

 

Practical Measures for SMEs

SMEs can implement governance through targeted actions, tailored to limited resources:

  • Practical Measures for SMEs: SMEs can strengthen governance by implementing focused, manageable steps that suit their scale and resources:
    Establish Role Clarity: Define and document the responsibilities of owners, managers, and employees. For family-run businesses, it is especially important to separate business duties from personal relationships to reduce internal conflicts.
  • Implement Financial Oversight: Use simple accounting tools to maintain accurate records of income and expenses. Regular financial reviews help identify discrepancies early and support better financial planning.
  • Engage External Advisors: Form an informal advisory group made up of local professionals or mentors. Even quarterly or bi-annual meetings can offer strategic guidance and introduce fresh perspectives.
  • Develop Risk Protocols: Identify potential threats, such as disruptions in the supply chain or digital vulnerabilities, and outline clear response plans. This proactive approach helps protect operations and ensures business continuity.
  • Conduct Training: Offer basic governance and compliance training for staff. Even short, low-cost workshops can improve awareness and build a culture of accountability across the organisation.

For African SMEs, corporate governance is not a best practice, it is a strategic necessity. It provides the structure and discipline needed to navigate funding challenges, regulatory demands, and operational risks. By strengthening oversight, clarifying responsibilities, engaging expert support, and investing in leadership development, SMEs can position themselves for long-term stability and growth. Building strong governance today lays the foundation for a more resilient and successful tomorrow.

 

 

How the Society for Corporate Governance Nigeria Can Help

Today, the challenges faced by businesses often go beyond daily operations. Issues such as limited access to finance, complex regulatory requirements, leadership transitions, and exposure to digital risks frequently point to weak or underdeveloped governance systems.

At SCGN, we help organisations of all sizes strengthen the structures that support effective leadership, accountability, and sustainable growth. We identify gaps, clarify roles, and support the development of governance frameworks that improve oversight and decision-making.

Whether you are leading an SME or a large enterprise, strong governance provides a foundation for long-term success. It helps attract investment, manage risk, and build trust with stakeholders. To learn more about how we can support your organisation, visit our website.

 

 

In line with the growing importance of governance, the Society for Corporate Governance Nigeria (SCGN) is hosting the 4th Corporate Governance Roundtable for Startups and SMEs on June 26, 2025. Themed “Beyond Founders: Building Institutions, Boards, and Ethical Cultures,” this event will examine the role of corporate governance in building resilient, investment-ready businesses. This event highlights the growing importance of corporate governance in building resilient and investment-ready businesses. It brings together business leaders, investors, regulators, and entrepreneurs.

Attendees will gain insights on how to build effective boards, foster ethical cultures, and shift from founder led models to structured institutions. The roundtable reflects a broader movement in Africa that views governance not just as compliance but as a tool for long term success and sustainable growth. Register here

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Stanbic IBTC Bank Limited

Comprehensive Banking Solutions
Prominent commercial bank offering wide array of personal, business, and commercial banking solutions including savings, current accounts, cards, mortgages, and SME lending.

Digital Innovation
Operates through nationwide branch network supported by digital channels: internet banking, mobile banking, and *909# mobile money service.

Strong Asset Growth
Substantial growth in asset base and customer deposits

Improved Efficiency Better cost-to-income ratio and risk management

Focus Inclusion Financial inclusion and sustainable banking practices
As core part of Stanbic IBTC Holdings, the bank works closely with group subsidiaries to offer integrated financial services, serving diverse client segments from individuals to large corporations with tailored solutions.

Excellence in Corporate Governance
These award beneficiaries represent the pinnacle of corporate governance excellence in Nigeria. Through their leadership, innovation, and unwavering commitment to best practices, they continue to shape the future of business in Africa.

  • Leadership Visionary leaders driving transformation and sustainable growth across sectors
  • Transparency Commitment to openness, accountability, and ethical business practices
  • Innovation Pioneering new approaches to governance, compliance, and stakeholder value

Impact Creating lasting positive change in Nigeria’s corporate landscape

Seplat Energy Plc

Seplat Energy Plc A leading Nigerian independent energy company established in 2009, dual-listed on Nigerian Exchange (NGX) and London Stock Exchange (LSE). Formed through partnership between Shebah Petroleum and Platform Petroleum Joint Ventures.

Core Operations
Oil and gas exploration, development, and production with strategic interests in Niger Delta oil mining leases.

Midstream Business
Integrated gas processing facilities at Oben, ANOH, and Sapele supplying Nigeria’s power and industrial sectors.

Future Focus
Balancing traditional operations with cleaner energy solutions for sustainable energy transition

Strategic Growth: Recent major acquisitions from international oil companies have significantly boosted production capacity and reserves, positioning Seplat as a key player in Nigeria’s energy future

Stanbic IBTC Holdings Plc

A leading Nigerian financial services group offering integrated solutions across banking, investment, pension, insurance, and fintech. Member of Standard Bank Group, Africa’s largest financial services organization by assets.

Investment; Corporate and investment banking services

Banking; Comprehensive personal and business banking solutions

Fintech; Digital financial services and innovation

Pension; Retirement planning and pension management

Insurance; Comprehensive insurance and risk management

Ayokunle Ayoko

Ayokunle Ayoko is a Lawyer, Chartered Secretary, HR expert, Certified Management Consultant, Certified Compliance Analyst, Certified Independent Non-Executive Director, and Notary Public. He worked with FirstBank and FBN Holdco PLC where he served as Company Secretary for FBN Insurance Limited (now SanlamAllianz Insurance Limited), FBN General Insurance Limited (now SanlamAllianz General Insurance Limited), and FBN Insurance Brokers Limited, all subsidiaries of FBN Holdco PLC.

He served as Company Secretary/Legal Adviser to Berger Paints Plc and Company Secretary/General Counsel for International Breweries Plc (AB Inbev) between 2018 to 2023. He is currently the Group Company Secretary/Head of Legal and Chief Compliance Officer at the CFAO Nigeria Group – a French Multinational. He is also co-founder and Non-Executive Director with Kaizen Academy (Nigeria) Limited, a leading multinational consulting firm.

Ayokunle’s holds a 2nd Class Upper L.L.B (Hons) degree from the University of Ibadan, an LLM from the University of South Wales (UK), and an MBA from the Liverpool John Moores University (UK). He also holds an Executive Diploma in International Law & Diplomacy from Kingsland Foundation, and a Certificate in Global Governance & Diplomacy from the European School for Leadership Development.

His work has earned global recognition, including the fast rising star award by ESQ Magazine, Modern Governance 100 Global & Ethics Leader Award (2019 & 2022, Diligent Corporation, New York) and listings in the Legal 500 General Counsel Powerlist Nigeria for 2024 and 2025. He was also honored recently as ‘Finest General Counsel – West Africa’ by Legal Era Awards and 2025 Corporate Governance Award by the Society For Corporate Governance Nigeria.

Ayokunle holds Fellowships from the Institute of Management Consultants, Nigeria (FIMC) and the Global Academy of Finance and Management, USA. He is a member of the Nigerian Bar Association (NBA), International Bar Association, Institute of Chartered Secretaries and Administrators (ICSAN), Society for Corporate Governance Nigeria (SCGN), and the Chartered Institute of Directors (CIoD), Nigeria.

Adeolu Adewumi-Zer

BEST-SELLING AUTHOR OF AFRO-OPTIMISM UNLEASHED
CHAMPION OF AFRICAN EXCELLENCE FOR SMES & BEYOND

Adeolu Adewumi-Zer is a global Nigerian, lifelong Afro-optimist, and international best-selling author dedicated to shaping a brighter future for Africa. With dual honors degrees from The Pennsylvania State University in the USA, her stellar academic foundation fueled a transformative 20+ year career across four continents within two multinationals. Adeolu culminated this experience as the CEO of Allianz Nigeria and, prior to that, as Regional Head of Mergers, Acquisitions, and Transformation Africa, where she spearheaded strategic growth initiatives that increased Allianz’s African portfolio to nearly half a billion Euros within four years.

Now, as the founder of ZER Consulting Africa (ZER), Adeolu leverages her global expertise in leadership development and strategic planning to empower SMEs, including startups, scale-ups, and social ventures across the continent. ZER partners with development agencies, investment funds, and social ventures to provide strategic guidance critical for growth via their SCALE framework. Adeolu’s strategic insights and unwavering commitment to excellence have earned her numerous accolades.

Adeolu’s strategic insights and unwavering commitment to excellence have earned her numerous accolades, including East Africa Deal of the Year in 2020 and Top 100 Women Impacting Africa in 2023. Her recent book, Afro-Optimism Unleashed, reached international best seller status on Amazon.

Beyond ZER:
Adeolu’s passion for Africa extends beyond her consulting work. She is the author of Afro-Optimism Unleashed: Scaling African Excellence to the Global Stage, a groundbreaking book that offers a roadmap for African leaders and businesses to achieve sustainable growth and global impact. Drawing from her decades of experience, Adeolu shares strategic insights and practical tools to unlock Africa’s potential on the world stage.

Adeolu’s commitment to Africa’s progress is reflected in her advocacy for financial inclusion, gender equality, and quality education, as well as her influential board positions and advisory roles focused on social impact across the continent.

Beyond her professional achievements, Adeolu is a mother of two global Africans and an avid runner, reader, and cultural explorer. Her Afro-optimism is not just a philosophy but a way of life, driving her to inspire and empower others to build a new Africa.

Connect with Adeolu on LinkedIn to learn more about her work and insights on scaling African excellence.

Gbeminiyi Shoda

A Visionary Solutionist in Corporate Governance and Legal Innovation

Gbeminiyi Shoda is a distinguished legal practitioner, transformative leader, and strategic advisor with a proven track record of delivering exceptional results in corporate governance, legal services, and innovative business solutions. She is the Managing Director of Structure HQ and Principal Partner of SHQ Legal, where she leads a team dedicated to providing customised corporate and commercial services for innovative individuals, businesses and family offices.

In her illustrious career, Gbeminiyi has served across the Legal, Compliance, and Secretariat functions of a Group structure with over 30 companies within its investment portfolio in diverse sectors. She played a pivotal role in securing regulatory licenses for industry-defining financial institutions and supporting the establishment of key players in Nigeria’s financial ecosystem. Her initiatives have directly contributed to enhancing sustainable wealth inclusion and driving innovation in regulated markets.

In 2021, she founded Structure HQ, a female-led firm that delivers tailored corporate and commercial solutions to businesses and family offices. Under her leadership, the company has become synonymous with excellence, providing innovative governance systems that empower startups, regulated institutions, and forward-thinking businesses.

As a sought-after solutionist, Gbeminiyi serves on the Board of notable organizations, including VFD Tech, Inspired by Glory, Template, and Canary Point Holding, where she provides strategic support and brings her governance expertise to bear.

Mr. Oscar Onyema

Board Member

Mr. Onyema is an accomplished board director and capital markets executive with over 25 years of experience leading institutional transformation, market infrastructure development, and strategic growth across financial services, energy, and technology sectors. As former CEO of the Nigerian Stock Exchange and founding Group CEO of NGX Group, led historic demutualization and listing, launched multi-asset platforms, and delivered a 200%+ surge in profitability.

 
Brings boardroom depth from global institutions including the World Federation of Exchanges, Green Impact Exchange, and CSCS Plc, with a strong track record in navigating complex regulatory environments, scaling platforms, and unlocking capital for innovation and growth. Combines financial acumen with proven execution in ESG, digital transformation, and risk governance. National honoree (OON), published author, and recognized voice shaping the intersection of capital markets, energy transition, and frontier economies.

Mr. Haruna Jalo-Waziri

Board Member

Mr. Haruna Jalo-Waziri is the Managing Director and Chief Executive Officer of Central Securities Clearing System Plc (CSCS), a position he assumed in November 2017. He has overall responsibility for delivering on the company’s vision and mission. Since taking over at the helm, he has driven a number of strategic initiatives, leading to notable efficiency gains and repositioning the company for sustainable growth.

Mr. Jalo-Waziri has three decades hands-on experience across multiple financial disciplines, with a career spanning Investment Banking, Securities Trading, Pension Funds Administration and conventional Asset Management, Business development and Regulation. He is an award-winning Executive, with reputable track record in leading successful start-ups and business transformations.

Prior to being appointed Chief Executive Officer of CSCS Plc, he was Executive Director, Capital Markets at the Nigerian Stock Exchange, with primary responsibility for deepening the market through products, market structure innovation and new listings, as well as generating order flow across all asset classes. Under his stewardship, the partnership between the NSE and the London Stock Exchange was established, an alliance which has birthed a number of dual listings on these Bourses. He led the launch of the Premium Board on the NSE, distinguishing value companies with strong governance practices and creating enhanced liquidity flow for the counters. He also led the introduction of the Nigerian Sovereign Green Bond as well as the Federal Government Retail Savings Bonds. Mr. Jalo-Waziri previously served as Managing Director/Chief Executive at both UBA Stockbrokers Limited and UBA Asset Management Limited, transforming the businesses to becoming top- 5 in their respective segments. He also pioneered the asset management business of Kakawa Discount House Limited (now FBN Merchant Bank) and previously worked at the Securities and Exchange Commission.

Mr. Jalo-Waziri is a Director on the Board of NG Clearing Limited and the Board of Special Olympics Nigeria. He is on the Advisory Board of Business Day and currently serves as Vice President of the AIFA Reading Society, an NGO, which focuses on promotion of a reading culture and sustainable development of the educational system in Africa. He has served on the Boards of several companies, including FSDH Merchant Bank Limited, Nigeria-German Chemicals Plc, Protea Oakwood Hotel Limited, Coral Properties Limited, UBA Stockbrokers Limited and UBA Asset Management Limited to mention a few. He is a life member of the Institute of Directors.

Mr. Jalo-Waziri is an economist, and an alumnus of reputable institutions, including the Lagos Business School and Venture Capital Institute of America. He holds a first degree and MBA from the University of Maiduguri and the Abubakar Tafawa Balewa University respectively. He is a member of the Chartered Institute for Securities and Investment UK, Chartered Institute of Stockbrokers and Institute of Capital Market Registrars.

Mr. Tajudeen Ahmed

Board Member

Mr. Tajudeen is a highly experienced strategic leader with three decades of executive management expertise combining of business leadership with deep functional expertise across Treasury Management, Portfolio Management, Credit Management, Manufacturing, Agro-allied, Construction and Transportation sectors, among others.

Mr Tajudeen has held various managerial positions in the Asset Management Corporation of Nigeria (AMCON), which includes Head Strategic Portfolio & Loans AMCON, Executive Director, at the Resolution & Restructuring Company Limited (A wholly owned subsidiary of AMCON that managed Portfolios in other entities) and Group Head, Asset Management AMCON. He held the positions of General manager and Group Head Treasury at Dangote Group and Chief Financial Officer at the Greenview International Co. Ltd, Ghana (A division of the Dangote Group of Companies).

Mr Tajudeen Ahmed also held the position of Principal Manager & Group Head Treasury, Inland Bank Nigeria PLC (Now FCMB Group PLC), Lagos.

With a solid career history in management, Mr Tajudeen possesses extensive global expertise, including High Performance Leadership, Corporate Policy, Development Strategy, Portfolio Management, Fiscal Responsibility, International Banking, Treasury Management, Investment Risk Management and Environmental Management.