Board of Directors

The Board is responsible for the direction and control of Brilliant Esystems Limited. It sets strategy, approves the annual budget and business plan, appoints and appraises the Managing Director, oversees risk and internal control, approves matters reserved to it under the schedule of reserved powers, and answers to the shareholders. It does not manage the company. Day-to-day authority for delivery, hiring, pricing within approved bands, procurement within limits and client relationships rests with the Managing Director and the Executive Committee, and the Board deliberately refrains from intervening in those decisions except through the Managing Director.

That separation is written into a Board Charter and a schedule of matters reserved to the Board. Reserved matters include the annual budget, any capital commitment above the Investment Committee’s ceiling, borrowing and guarantees, opening or closing an office, acquisitions and disposals, the appointment or removal of executive directors and the Company Secretary, the risk appetite statement, dividend recommendations and the appointment of external auditors. Everything not reserved is delegated, and the delegation of authority schedule is reviewed annually so that thresholds keep pace with the size of the business.

Four of the seven directors are non-executive, one of whom is independent within the meaning of the Nigerian Code of Corporate Governance. Non-executive directors receive board papers five clear working days before each sitting, meet without executives present at least twice a year, and have unrestricted access to the Company Secretary, the external auditors and any member of management. The Chairman is non-executive and the roles of Chairman and Managing Director are held by different individuals, with the division of responsibilities set out in writing.

Brilliant Esystems Limited is a private company limited by shares, registered with the Corporate Affairs Commission under RC 1870949 and governed in accordance with the Companies and Allied Matters Act. Although the Nigerian Code of Corporate Governance is not mandatory for a company of our size and ownership, the Board resolved in 2018 to adopt its principles voluntarily, on the straightforward commercial reasoning that public-sector buyers, banks and prime contractors increasingly test governance during due diligence, and that a firm which cannot evidence its own controls has no business selling controls to others.

In practice this means a written Board Charter, a schedule of matters reserved to the Board, a delegation of authority schedule reviewed annually, four standing committees with published terms of reference, an annual board evaluation, and a conflict-of-interest register that every director updates at the start of each sitting. Directors who have an interest in a matter declare it and withdraw. The Company Secretary maintains the statutory registers and files annual returns on time; our filings with the Corporate Affairs Commission are current.

Financial statements are prepared under IFRS for small and medium-sized entities and audited annually by an independent firm appointed on the recommendation of the Audit & Risk Committee. Internal control effectiveness is reviewed once a year by that committee, drawing on the internal audit programme, internal audit findings and management’s own control self-assessment. Material weaknesses, if any, are reported to the full Board with a remediation owner and a date. A confidential whistleblowing channel is available to every member of staff and to suppliers, and reports go directly to the chair of the Audit & Risk Committee.