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MIDSTREAM AND DOWNSTREAM PETROLEUM CODE OF CONDUCT REGULATIONS, 2023

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4. (1) The Charter of Board of a company undertaking midstream and 
downstream petroleum operations and any Committee of the Board shall 
comply with the Nigerian Code of Corporate Governance in force. 
 
(2) The Charter shall be reviewed by the Board every five years. 
 
Board Charter  
 
 
5.  The Board of a company undertaking midstream and downstream 
petroleum operations shall have a minimum of two-thirds of persons with 
proven knowledge of the specific petroleum operations which the 
company is undertaking. 
Appointment of a 
member of the 
Board  
6. (1)A company shall not appoint any person as managing director or 
chief executive officer of a midstream and downstream petroleum 
company – 
 
(a) who is below the age of twenty-five or has attained the age of 
seventy years; 
(b)  who is adjudged as an insolvent; 
(c) who has at any time been convicted of a criminal offence by a 
court of competent jurisdiction; 
(d) who holds the same office in more than one company except in 
its subsidiary company at the same time; 
(e) whose appointment would lead to the contravention of extant 
anti-competitive laws and regulations; 
(f) who  holds or has held the  position of managing director or chief 
executive officer  in a company whose licence or permit was 
revoked or terminated by the Authority; and 
(g) whose appointment will be against the public interest 
 
(2)  The appointment of a managing director or chief executive officer 
shall be based on – 
(a) integrity of the proposed person; and 
(b) a minimum of 10 years cognate experience with 5 years in the 
particular sector of the midstream and downstream petroleum 
industry. 
 
(3) The company shall notify the Authority of the managing director or 
chief executive officer’s appointment not later than 72 hours following 
the appointment.  
 
Appointment of 
managing 
director/chief 
executive officer