Corporate Governance Outlook 2026: Authority, and Accountability and Institutional Trust

Corporate Governance Outlook 2026: Authority, and Accountability and Institutional Trust

More than ever before, corporate governance is undergoing profound change. It is worth noting that while the language of governance codes and compliance frameworks remains familiar, the reality facing boards is fundamentally different from even a few years ago. The pressures shaping organisations today are more nuanced, broader, and consequential. To be more specific, economic instability, political intervention, social scrutiny, technological dependency, and constrained capital flows have reshaped expectations of how power is exercised within corporate institutions.

Governance is no longer evaluated solely on adherence to formal rules. It is judged on outcomes, judgement, and credibility. Boards are increasingly assessed not by what they approve, but by what they prevent, what they challenge, and how they respond when systems are under stress. The year 2026 will mark a shift from procedural governance to consequential governance.

The Changing Nature of Board Responsibility

Previously, boards have traditionally been positioned as oversight bodies, focused on monitoring management performance as well as ensuring compliance with applicable regulations. In practice, this model assumed a stable operating environment where risks were largely predictable and controllable.

That assumption no longer holds.

This is because now, boards are expected to engage more directly with strategic uncertainty, political exposure, and institutional risk. Decisions taken at board level increasingly carry social and economic implications beyond the organisation itself.

All over the world, governments now intervene more frequently in markets. For example, policy decisions around taxation, pricing, foreign exchange, trade, and regulation increasingly shape corporate outcomes.

In addition to this, regulatory actions are often reactive and shaped by public and political pressure. Corporate decisions attract intense scrutiny from employees, regulators, media, communities, and the government.

As a result, board responsibility has expanded beyond internal governance. Directors are now expected to understand the wider environment in which their organisations operate, including fiscal policy direction, regulatory sentiment, and public expectations. Failure to do so can quickly become a public and reputational crisis.

From Risk Avoidance to Organisational Endurance

One of the most important developments in governance thinking is the recognition that risk cannot always be avoided. Economic shocks, currency instability, climate related disruptions, cyber incidents, and operational failures have become recurring features of the corporate environment.

Because of this, we anticipate that the role of governance will shift from preventing disruption to ensuring organisational endurance. This simply means that boards in 2026 should be increasingly focused on whether their organisations can withstand prolonged stress. For example, this will include maintaining liquidity during downturns, preserving operational continuity during crises, and sustaining decision making capacity under pressure.

Governance discussions will centre on resilience rather than perfection. This requires boards to examine how decisions are made during crises, how information flows under stress, and whether authority is clearly defined when a time sensitive action is required. Organisations that fail are often not only those without plans, but those whose governance structures collapse under pressure.

Ethics and Culture as Board Level Obligations

Another defining feature of governance in 2026 is the growing expectation that boards take direct responsibility for organisational culture. Ethics can no longer be treated as a management issue that only reaches the board when something goes wrong.

Employees, regulators, and courts increasingly hold boards accountable for cultural failures. Whistleblowing protocols have strengthened. Internal misconduct can more likely become public. Failures of integrity often reflect long-standing behavioural patterns rather than isolated incidents.

Consequently, boards are expected to engage actively with culture. This includes understanding how incentives influence behaviour, whether employees feel safe raising concerns, and which issues consistently fail to reach the boardroom. Culture has become measurable and governable, and boards that ignore it do so at their own risk.

Technology and the Limits of Delegated Decision Making

Technology, particularly artificial intelligence, has altered the way organisations operate, but its most significant governance impact lies in decision making. Automated systems now influence lending decisions, pricing, recruitment, risk assessment, and strategic forecasting. In many cases, these systems operate faster and at a larger scale than human output.

This creates a new challenge for governance. Directors remain responsible for decisions influenced or made by systems they may not fully understand. Reliance on technology does not reduce fiduciary duty. It complicates it.

Essentially, boards in 2026 will have to grapple with questions of accountability. Who is responsible when automated decisions cause harm? How are assumptions embedded in systems tested? When should human judgement override automated outcomes?

With this in view, effective governance will require boards to understand not just the technical detail, but the decision logic, limitations, and risks of the systems their organisations rely upon.

Capital Allocation as a Governance Test

Access to capital has become one of the most visible indicators of governance quality. Investors and lenders increasingly assess governance credibility before committing funds. Poor governance no longer simply affects reputation. It directly affects funding costs and availability.

Boards must therefore recognise that capital structure decisions are governance decisions. Transparency, board competence, ethical track record, and institutional trust influence investor confidence as much as financial performance.

In emerging markets, this dynamic is particularly pronounced. Organisations with weak governance find themselves excluded from long term capital, strategic partnerships, and global value chains. Governance quality has become a competitive differentiator rather than a compliance obligation.

From Board Independence to Effective Challenger

It is important to mention that for many years, governance reform focused on board independence. While independence remains important, it has become clear that formal independence does not guarantee effective oversight. Research had shown that some of the most serious governance failures occurred in organisations with independent boards that failed to challenge dominant executives or flawed strategies. The problem was not structure, but behaviour.

However, in 2026, attention will move to how boards function in practice. This includes the quality of debate, willingness to dissent, effectiveness of the chairperson, and psychological safety within the boardroom. A board that avoids difficult conversations is a governance risk, regardless of its composition. More significantly, virtues such as courage, sound judgement, and collective responsibility are now recognised as essential governance attributes.

Governance and Institutional Legitimacy

Beyond everything that has been said, the most defining issue for corporate governance in 2026 will be legitimacy. Organisations will be judged on whether they can be trusted to exercise power responsibly in an increasingly unstable environment. To put it differently, compliance remains necessary, but it is no longer sufficient. Stakeholders expect boards to demonstrate judgement, accountability, and integrity, particularly during periods of stress. Governance is now a test of institutional maturity.

Boards that continue to operate as ceremonial approval bodies will struggle to remain relevant. Those that accept their expanded role as custodians of trust, resilience, and accountability will be better positioned to navigate uncertainty and sustain long term value.

Conclusion

Corporate governance in 2026 is not about adopting new terminology or expanding checklists. It is about confronting uncomfortable realities and governing for consequence rather than appearance. Boards are being asked to exercise authority in environments defined by uncertainty, scrutiny, and constraint.

The organisations that succeed will be those whose governance systems are grounded in judgement, transparency, and responsibility. In a world where trust is increasingly fragile, governance has become the foundation upon which institutional credibility is built.

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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.