Group Head Audit, Compliance and Risk | The Tourist Company of Nigeria

Irene Robinson-Ayanwale
Group Head Audit, Compliance and Risk | The Tourist Company of Nigeria
Team Size: 5
What are the most significant cases or transactions that your legal team has recently been involved in?
Over the past year, my Company Secretariat/Legal team has acted as a strategic partner to multiple organisations, anchoring wide‑ranging transformation and growth initiatives.
We have led the complete revamp of corporate governance frameworks, introducing strengthened governance structures, board and committee charters, and compliance architectures aligned with Nigerian regulation and international best practice. For one organisation, we supported a far‑reaching transformation agenda that has effectively repositioned the institution. This included the holistic redesign of its governance regime, advising on the recruitment and onboarding of a new executive and senior management cadre, and ensuring leadership capability is rigorously aligned with long‑term strategic objectives. We designed and implemented standard operating procedures, policy frameworks, enterprise risk management systems, internal and financial controls, and enhanced supply chain governance, embedding a culture of accountability, transparency, and disciplined execution.
Within this mandate, we also provided end‑to‑end legal support for the launch and scaling of a new business line, including complex joint venture and licensing arrangements that have underpinned very substantial revenue growth and strengthened the organisation’s commercial resilience.
Separately, my legal team advised another organisation on the structuring of a first‑of‑its‑kind catalytic investment fund in Nigeria, with capital in excess of US$2mn, designed to unlock capital for high‑impact ventures. Through this fund, we have led and negotiated a portfolio of debt and equity transactions for eligible startups, enabling their scaling, institutional strengthening, and entry into new markets. Collectively, these mandates illustrate a legal function that operates as a cross‑cutting enabler of transformation, governance reform, and capital formation.
What role does the corporate counsel play in strengthening corporate governance in light of Nigeria’s recent reforms and stakeholder expectations?
As corporate counsel, I view the Company Secretariat/Legal function as the intellectual owner and custodian of corporate governance. In light of Nigeria’s recent reforms and rising stakeholder expectations, we prioritise continuous learning and translate developments into practical frameworks that boards and management can operationalise. We invest in stakeholder mapping and engagement, shape board and management culture, and reinforce the link between sound governance, regulatory credibility, sustainability outcomes, and sustained revenue growth. We embed governance as a lived culture by documenting and celebrating its outcomes from risk resilience and investor confidence to strategic agility – so that compliance is seen as a competitive advantage rather than a constraint.
How is your legal team navigating Nigeria’s evolving regulatory compliance requirements, particularly under CAMA 2020, ISA 2025, and Central Bank directives? In navigating evolving regulatory requirements, particularly under CAMA 2020 and the investment and securities regime, we adopt a proactive, systems‑driven compliance approach. We track developments, maintain a living compliance register, and translate obligations into clear internal requirements with defined ownership and timelines. We build cross‑functional compliance working groups, integrate regulatory obligations into board and committee agendas, and maintain constructive relationships with regulators and professional networks. By combining technical mastery with disciplined execution, documentation, and ongoing education, we position our organisations to demonstrate a mature, well‑governed posture to investors, regulators, and other stakeholders.
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