Non-Executive Director - Audit & Risk

Job title : Non-Executive Director – Audit & Risk

Reports To: Chairman of the Board

About the Role

• Our client is seeking an accomplished and highly respected Non-Executive Director – Audit & Risk to join its Board of Directors and provide independent oversight of the organization's governance, financial reporting, enterprise risk management, internal controls, regulatory compliance, and audit functions.
• The successful candidate will serve as a trusted advisor to the Board, contributing strategic insight and objective judgment while ensuring that the organization maintains the highest standards of corporate governance, accountability, transparency, and ethical leadership.
• This appointment is suited for a distinguished executive or board professional with extensive experience within the investment, financial services, corporate finance, banking, insurance, asset management, or real estate sectors, and a proven record of providing effective board-level leadership.

Key Responsibilities
Board Governance & Strategic Leadership:

• Provide independent oversight and constructive challenge on matters relating to corporate governance, financial stewardship, enterprise risk management, and organizational performance.
• Contribute to the formulation, review, and monitoring of the organization's strategic direction, long-term objectives, and business sustainability initiatives.
• Exercise sound, objective, and independent judgment in all Board deliberations while acting in the best interests of shareholders and stakeholders.
• Promote the highest standards of integrity, ethical conduct, accountability, and corporate governance across the organization.
• Participate actively in Board meetings, committee meetings, annual strategy sessions, and governance reviews.
• Review and approve major corporate initiatives, investments, acquisitions, financing proposals, and strategic transactions where required.
• Ensure Board decisions align with regulatory obligations, governance principles, and shareholder expectations.

Audit Oversight:

• Serve as Chair or Member of the Board Audit & Risk Committee, where applicable.
• Review the integrity, accuracy, and completeness of annual and periodic financial statements prior to Board approval.
• Oversee the effectiveness of the organization's internal audit function and annual audit programme.
• Monitor the implementation of internal and external audit recommendations.
• Review audit findings and ensure appropriate corrective actions are implemented by Management.
• Evaluate the independence, appointment, remuneration, and performance of external auditors.
• Ensure appropriate accounting policies, financial reporting standards, and disclosure requirements are maintained.
• Monitor financial controls to safeguard organizational assets and shareholder value.

Enterprise Risk Management:

• Provide strategic oversight of the Enterprise Risk Management (ERM) framework.
• Review and approve the organization's risk appetite, risk tolerance, and risk management policies.
• Ensure strategic, financial, operational, technological, cybersecurity, legal, ESG, and reputational risks are effectively identified, assessed, mitigated, monitored, and reported.
• Monitor emerging business risks and advise the Board on appropriate mitigation strategies.
• Review business continuity, disaster recovery, and crisis management frameworks.
• Ensure management maintains an effective enterprise-wide risk culture.
• Financial Stewardship
• Review annual budgets, capital expenditure proposals, business plans, financial forecasts, and investment decisions.
• Monitor organizational financial performance and long-term sustainability.
• Provide oversight on treasury management, liquidity, capital allocation, and financial strategy.
• Advise the Board on financial risks, profitability, investment opportunities, and shareholder value creation.
• Ensure prudent utilization of financial resources in line with approved governance frameworks.

Compliance & Regulatory Oversight:

• Ensure compliance with all applicable laws, regulations, governance codes, and industry standards.
• Monitor compliance with the Companies and Allied Matters Act (CAMA), Financial Reporting Council (FRC) Code of Corporate Governance, SEC Corporate Governance Guidelines, NGX Listing Rules (where applicable), and other statutory requirements.
• Oversee Anti-Money Laundering (AML), Counter-Terrorism Financing (CTF), Anti-Bribery & Corruption, Fraud Prevention, Ethics, and Whistleblowing frameworks.
• Review regulatory examination reports and monitor Management's implementation of corrective actions.
• Ensure effective compliance monitoring systems are maintained across the organization.

Internal Control & Corporate Governance:

• Evaluate the adequacy and effectiveness of the organization's internal control systems.
• Ensure appropriate governance structures, delegated authorities, approval limits, and accountability frameworks are maintained.
• Monitor the effectiveness of internal governance policies, risk management procedures, and compliance frameworks.
• Promote continuous improvement in governance practices, internal controls, and Board effectiveness.
• Ensure Management maintains an effective control environment that supports operational excellence.

Stakeholder & Board Engagement:

• Build and maintain productive relationships with shareholders, regulators, auditors, investors, financial institutions, and other key stakeholders.
• Provide independent oversight during mergers, acquisitions, strategic partnerships, corporate restructuring, and major investment transactions.
• Support succession planning and leadership development initiatives where appropriate.
• Mentor executive leadership on governance, risk management, compliance, and strategic business matters.
• Represent the organization professionally during Board engagements and stakeholder interactions where required.

Key Performance Indicators (KPIs)

• Effectiveness of Board and Committee oversight.
• Quality and timeliness of financial reporting.
• Strength and maturity of the Enterprise Risk Management framework.
• Effectiveness of internal controls and governance systems.
• Regulatory compliance and audit outcomes.
• Timely implementation of audit recommendations.
• Reduction in organizational risk exposure.
• Board meeting attendance and quality of contribution.
• Stakeholder confidence in governance practices.
• Continuous enhancement of corporate governance standards and organizational sustainability.

Qualifications & Requirements

• Bachelor's Degree in Accounting, Finance, Economics, Law, Business Administration, Banking & Finance, Risk Management, or a related discipline.
• A Master's Degree (MBA, MSc, MPA, LLM, or equivalent) is highly preferred.
• Professional qualifications such as FCA, ACA, ICAN, ACCA, CFA, CIA, CISA, CGMA, FRM, CIS, or equivalent are highly desirable.
• Membership of reputable professional bodies including the Institute of Directors (IoD Nigeria), ICAN, ACCA, CIBN, IIA Nigeria, CFA Institute, or related organizations will be an added advantage.
• Minimum of 20 years' progressive executive leadership experience with substantial Board, Board Committee, Audit Committee, or Risk Committee exposure.
• Demonstrated leadership experience within Investment, Financial Services, Banking, Insurance, Asset Management, Corporate Finance, Private Equity, Capital Markets, Real Estate, or other highly regulated industries.
• Extensive knowledge of Corporate Governance, Enterprise Risk Management, Internal Audit, Financial Reporting, Regulatory Compliance, and Board Governance.
• Strong understanding of IFRS, corporate finance, investment governance, financial controls, and regulatory reporting.
• Proven experience working with external auditors, regulators, Board Committees, and institutional investors.
• Excellent strategic thinking, commercial judgment, negotiation, leadership, and stakeholder management skills.
• Outstanding written and verbal communication skills.
• High level of integrity, independence, sound judgment, discretion, and ethical leadership.

Core Competencies:

• Corporate Governance
• Board Leadership
• Audit Oversight
• Enterprise Risk Management
• Financial Reporting & Analysis
• Internal Controls
• Regulatory Compliance
• Corporate Finance
• Strategic Planning
• Risk Governance
• Business Transformation
• Stakeholder Management
• Ethics & Integrity
• Leadership & Decision-Making.