E-Financial
CBN to Bar HoldCos from Influencing Banks’ Lending Decisions
Central Bank of Nigeria (CBN) has proposed a sweeping overhaul of the regulatory framework for Financial Holding Companies (HoldCos), including measures to strengthen the operational independence of subsidiaries by prohibiting parent companies from participating in lending decisions and credit approval processes.
The move would also require the HoldCos to maintain a minimum 51 per cent ownership stake in their subsidiaries.
A bank holding company is a corporation that owns a controlling interest in one or more banks but does not itself offer banking services.
The proposed reforms, contained in the ‘Exposure Draft of the Revised Guidelines for Licencing and Regulation of Financial Holding Companies in Nigeria,’ posted on the apex bank’s website, were aimed at strengthening governance, enhancing accountability and ensuring clearer ownership structures within Nigeria’s increasingly diversified financial groups.
In prohibiting parent companies from participating in lending decisions, it stated that a HoldCo shall not: “Be involved in credit administration and approval processes of any of its subsidiaries.”
It added: “Loans by a banking subsidiary to its HoldCo would be regarded as a return of capital and deducted from the capital of the bank in computing the bank’s capital adequacy ratio.”
According to CBN, the review became necessary after years of implementing the existing framework introduced in 2014.
The draft signed by Dr. Rita Sike, director, Financial Policy and Regulation Department, stated: “Following several years of implementation, the CBN has identified areas within the extant Guidelines that require enhancement to strengthen the operational effectiveness and regulatory oversight of Financial Holding Companies.
“Accordingly, the Guidelines has been reviewed to address observed gaps and align with evolving regulatory and market developments.”
One of the most significant changes proposed by the regulator is the introduction of a mandatory majority ownership requirement for all subsidiaries under financial holding companies.
Highlighting the key amendments, the apex bank stated that the revised framework would introduce, “Ownership and Control Requirements: Requiring FHCs to hold a minimum of 51 per cent equity stake in each subsidiary and to be registered as a person with significant control by the appropriate corporate registration authority.”
The proposed requirement is expected to strengthen the ability of HoldCos to exercise effective oversight over subsidiaries while eliminating ambiguities around control and accountability within financial groups.
The CBN also moved to draw a clear line between the responsibilities of parent companies and those of subsidiaries by prohibiting HoldCos from interfering in operational and business decisions.
According to the draft guidelines, a HoldCo shall not “Arrogate to itself any of the powers or functions of the board or management of any of its subsidiaries or associates.”
The regulator further stated that: “Without prejudice to Section 18 of BOFIA 2020, the practice whereby members of the Board or Management of a subsidiary attend meetings of the Board of the HoldCo and vice versa is prohibited.”
In a particularly strong provision targeted at preserving the independence of subsidiary institutions, the apex bank stated that a HoldCo shall not: “Interfere in the day-to-day activities of the subsidiaries.”
The draft further provides that parent companies must not compel subsidiaries to take instructions from them in the conduct of business.
According to the CBN, a HoldCo shall not: “Require its subsidiaries (including any employee, staff, manager, officer or director thereof) to take directives or act on the instructions of the HoldCo in its decision-making process, or in relation to the conduct of its business in any way whatsoever.”
Beyond governance reforms, the proposed framework also introduces stricter capital requirements for financial holding companies.
The CBN stated: “A HoldCo shall have and maintain a minimum regulatory capital which shall exceed the sum of the minimum regulatory capital of its subsidiaries by at least 20 per cent.”
It added that only paid-in capital would be recognised when assessing compliance with the requirement.
The draft further clarified: “It is the capital of the HoldCo that is applied to the subsidiaries. Consequently, excess capital in one subsidiary shall not be used to make up a shortfall in another subsidiary.”
The revised framework equally tightens oversight of shared services arrangements among members of financial groups.
According to the apex bank, “The HoldCo shall not engage in any transaction or maintain any business relationship with any of its subsidiaries, except such transaction is conducted at arm’s length.”
The guidelines further state that: “Shared services shall be provided at arm’s length. Transactions in respect of such services shall require the consent of the boards of directors of the FHC and the relevant subsidiary.”
To ensure accountability, the CBN directed that: “A value for money audit in respect of shared services shall be conducted at least once every two years by an approved auditor and the report submitted to the Director, Banking Supervision Department, CBN not later than March 31 of the year following the year the audit relates.”
The regulator also tightened rules governing intra-group lending and insider-related transactions, declaring that: “There shall be no insider-related borrowings within a HoldCo.”
Financial Derivatives Company (FDC) Limited, a premier economic think-tank and financial advisory firm, led by Bismarck Rewane, has reported that Nigerians have accumulated an estimated $59 billion in cryptocurrency holdings.
Bismarck Rewane
According to data released by the firm highlights the country’s emergence as one of Africa’s and the world’s major players in digital assets.
The earlier disclosure reflects a profound shift in Nigeria’s financial landscape.
In Africa’s largest economy, crypto has moved from a fringe activity to a mainstream tool amid persistent inflation and naira volatility.
Citizens and businesses are increasingly turning to dollar-pegged stablecoins and decentralised platforms, building a parallel financial system with significant economic influence.
Nigeria continues to rank among global leaders in adoption.
According to Chainalysis’ 2024 Global Crypto Adoption Index, the country placed second worldwide for grassroots adoption, driven by widespread use in everyday transactions and cross-border commerce.
Despite these impressive statistics, a notable contradiction remains in public perception.
While stocks, real estate, mutual funds, and foreign currency are openly discussed, many Nigerians still approach cryptocurrency with caution, often downplaying their involvement.
Crypto assets, or cryptocurrencies, are digital assets utilizing cryptography, peer-to-peer networking, and distributed ledger technologies (like blockchains) to secure, verify, and record transactions.
Unlike traditional fiat currencies issued by central banks, these assets operate without central intermediaries, functioning globally as alternative stores of value or transactional mediums.
Flutterwave, an African-founded payments technology company, has partnered with Xoom, PayPal’s international digital money transfer service, to enable faster international money transfers into Nigeria.
The partnership connects Xoom’s global money transfer network with Flutterwave’s local payout infrastructure, allowing customers worldwide to send funds directly to Nigerian bank accounts with local settlement in naira.
Under the arrangement, Flutterwave converts Xoom transfers and settles them locally, enabling recipients to receive funds directly into accounts held at Access Bank, United Bank for Africa, Zenith Bank, First Bank of Nigeria, Guaranty Trust Bank and other participating banks.
Nigeria is one of Sub-Saharan Africa’s largest remittance recipients, receiving more than $20 billion in personal remittances in 2024. However, international payments have historically been affected by foreign exchange constraints and settlement delays.
Flutterwave said the partnership aims to address those challenges by combining Xoom’s international reach with its local compliance capabilities and banking partnerships to simplify cross-border money transfers into Nigeria.
Xoom enables consumers to send money, pay bills and top up mobile phones in approximately 160 markets worldwide as part of PayPal’s global payments ecosystem.
“Millions of Nigerians rely on money from abroad to support everyday needs, whether it’s families receiving help from loved ones, freelancers getting paid for their work, or individuals earning income from the global economy,” said Olugbenga Agboola, founder and CEO of Flutterwave.
“This partnership makes it easier and more reliable for people in Nigeria to receive funds and stay connected to opportunities beyond borders.”
The collaboration expands Flutterwave’s cross-border payments infrastructure and strengthens access to international remittance services in one of Africa’s largest payments markets.
The Securities and Exchange Commission (SEC) has unveiled plans to make sustainability reporting mandatory for large public interest entities from 2027 as Nigeria moves to align its corporate disclosure framework with global environmental, social and governance (ESG) reporting standards.
The phased implementation will begin with voluntary adoption by early adopters and large public interest entities before becoming mandatory in 2027. The requirement will extend to other public interest entities in 2028 and small and medium-scale enterprises (SMEs) by 2030.
Dr Emomotimi Agama, Director-General of the SEC, disclosed this at the 2026 Financial Institutions Training Centre (FITC) Sustainability and ESG Conference 3.0 in Lagos, themed ‘Building a Sustainable Africa: Integrating Environmental Stewardship, Social Investment, and Strong Governance for a Prosperous Future’.
Agama said Nigeria’s sustainability disclosure regime is being aligned with the International Sustainability Standards Board (ISSB) framework, including IFRS S1 and IFRS S2, which have emerged as the global benchmark for sustainability reporting.
He said that institutional investors increasingly consider ESG performance a key determinant of capital allocation rather than a peripheral corporate responsibility issue, noting that the price of entry is disclosure.
He said the reforms would strengthen investor confidence and position Nigerian businesses to access global capital markets, where sustainability disclosures are becoming an essential investment requirement.
According to him, Nigeria’s capital market has recorded significant expansion, with market capitalisation growing from about N130 trillion to nearly N160 trillion following recent market reforms, while assets under management have surpassed N9 trillion.
To deepen sustainable finance, Agama said the commission was promoting infrastructure, green and municipal bonds, alongside infrastructure-focused investment funds, to mobilise long-term capital for critical national projects.
He added that the SEC would also encourage investments in the blue economy and support financing for the power sector through green energy bonds, project bonds and public-private investment structures.
The SEC chief cited the recent launch of the Nigerian Exchange (NGX) Impact Board as another milestone in advancing sustainable finance and urged companies, regulators and investors to move beyond commitments by embedding sustainability into governance, operations and investment decisions.
Managing Director and Chief Executive Officer of the Financial Institutions Training Centre (FITC), Dr Chizor Malize, said sustainability and ESG had evolved from compliance issues to core drivers of business competitiveness, investment decisions and economic development.
She said the conference, now in its third edition since 2024, had become a leading platform for advancing sustainability discourse in Africa, adding that this year’s gathering was designed to move stakeholders “from conversation to commitment”.
Chairman of the FITC Advisory Board, Prof Fabian Ajogwu, described governance as the foundation of sustainable development, arguing that Africa must become a standard-setter rather than merely adopting frameworks developed elsewhere.
Although Africa contributes less than four per cent of global greenhouse gas emissions, he said, the continent bears a disproportionate share of climate-related impacts, including worsening floods and increasingly erratic weather patterns.
Ajogwu also cited estimates that poor governance costs Africa between $88 billion and $90 billion annually, while highlighting technology-driven agricultural initiatives, including a partnership involving Morocco’s OCP Group and the Nigeria Sovereign Investment Authority (NSIA), as examples of practical models that should be replicated across the continent.
Delivering the keynote address, Chairman of the MTN Nigeria Foundation, Mosun Belo-Olusoga, said the debate over the relevance of sustainability and ESG had ended, with the real challenge now centred on implementation.
She observed that global investors increasingly evaluate businesses on governance quality, resilience and their ability to manage environmental and social risks, in addition to profitability.
Belo-Olusoga noted that despite contributing the least to global carbon emissions, Africa possesses vast arable land, abundant renewable energy resources and critical minerals required for the global energy transition.
She identified four leadership priorities for the continent: shifting from short-term performance to long-term value creation, replacing corporate philanthropy with strategic social investment, moving beyond regulatory compliance to responsible leadership, and strengthening collaboration among governments, businesses and development partners.
She also outlined five priorities for Africa’s ESG agenda over the next decade, including embedding sustainability into corporate strategy and governance, investing in human capital, mobilising indigenous capital through instruments such as green bonds and pension funds, strengthening institutional accountability, and fostering partnerships in renewable energy, digital technology and climate-smart agriculture.
“The defining challenge before Africa is not a shortage of vision; it is execution,” Belo-Olusoga said, urging governments to create enabling policies, businesses to integrate ESG into enterprise risk management, and financial institutions to develop innovative financing mechanisms that support a green and inclusive economy.
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