Signed

COMMUNIQUE ISSUED AT THE END OF THE 49TH ANNUAL CONFERENCE OF THE INSTITUTE OF CHARTERED SECRETARIES AND ADMINISTRATORS OF NIGERIA (ICSAN), HELD ON THURSDAY, SEPTEMBER 18, 2025, AT HARBOUR POINT, VICTORIA ISLAND, LAGOS, NIGERIA.

PREAMBLE

The Institute of Chartered Secretaries and Administrators of Nigeria (ICSAN), is a leading professional body dedicated to the protection and promotion of the practice of Corporate Governance and Public Administration in Nigeria through scholarship, continuous professional training, guidance, and policy advocacy.

The Institute held its 49th Annual Conference at Harbour Point, Victoria Island, Lagos, on Thursday, September 18, 2025, with the theme: “Re-imagining Governance: Navigating the Artificial Intelligence Revolution for Excellence.”

The Conference, which attracted captains of industry, governance experts, and professionals from across various sectors of the economy, was chaired by Senator Udo Udoma, CON, Chairman of Seplat Energy, while the keynote address was delivered by Dr. Femi Oyenuga, Managing Director, Chams Holding Company.

The Speakers were the Executive Director, Ernest Shonekan Centre for Legislative Reforms and Economic Development, Mr. Uchenna Ogbonna and the Director (West and Central Africa) Abbon Communication, Mr. Oluseyi Abiodun, FCIS.

The distinguished Panelists included Mr. Christopher Ogirri, Assistant Director & Data Engineering Lead, KPMG; Mr. Bankole Falade, Chief Regulatory Officer, Flutterwave; and Mrs. Obianuju Otudor, Officer at the Legal Department, MTN.

The President and Chairman of Council of ICSAN, Mrs. Uto Ukpanah, FCIS, served as Chief Host of the Conference, while the Vice President, Mr. Francis Olawale, FCIS,   was the Host

The event was marked by robust presentations, panel discussions, and cross-fertilisation of ideas on the theme and its sub-themes, with wide participation in person and virtually, from delegates in both the public and private sectors.

Following the various presentations, speeches and comments during this year’s Annual Conference, the following observations and recommendations were arrived at:

3.0 OBSERVATIONS - started with 3,0 and not 1.0. Is there any reason for this?

The Forum observed inter-alia, THAT:

1. Artificial Intelligence (AI) represents not merely a technological tool but a governance inflection point. It alters the locus of authority, execution speed, and nature of risk, compelling governance professionals to recalibrate roles, rules, and capacities to uphold transparency, integrity, and fiduciary responsibility.
2. Nigeria’s rapid digital adoption and growing private-sector experimentation with AI create significant opportunities to enhance governance quality. However, these opportunities are offset by vulnerabilities such as legacy regulatory frameworks, uneven institutional capacity, fragmented regulatory instruments, and limited public understanding of algorithmic decision-making.
3. Nigeria’s data governance remains nascent, with inconsistent standards for quality, consent, retention, and cross-border data flows. Limited board-level AI literacy creates a governance blind spot, while institutional capacity for algorithmic audits and independent technical review is weak.
4. Ethical, legal, and institutional risks are in many forms which include algorithmic bias, opacity in decision-making, privacy failures, and the danger of regulatory capture and market distortion where algorithmic advantage is concentrated in a few firms.
5. Effective AI governance rests on three interdependent pillars, viz,
6. Stewardship (design, procurement, deployment processes with transparency and oversight),
7. Accountability (clear responsibilities, audit mechanisms, and remedies), and
8. Capability (skilled human capital, strong data governance, and infrastructure).

Stewardship without capability is hollow, capability without accountability is risky, and accountability without stewardship leads to paralysis.

• When governed well, AI can materially improve governance outcomes by enabling predictive oversight through risk indicators derived from data, promoting operational transparency via  technical tools and automated logs, and enhancing efficiency and accessibility by automating routine compliance tasks, freeing resources for strategic governance functions.
•  AI is already yielding tangible benefits globally. An example is the Servicewise GPT App, unveiled by the Nigerian Government at a global conference in Singapore in 2025, which has been deployed successfully to automate tax processes.
• AI offers profound opportunities to transform governance by reducing human errors, curbing corruption, strengthening accountability, and safeguarding public records.
• When properly applied, AI can enable government services to be delivered with precision and speed, while empowering corporate boards with real-time analytics.
• Additional benefits of AI, include automation of service delivery, operational efficiency and sustainability through reduced costs and errors, and, improved governance with mitigation of compliance risks.
• Contemporary challenges of AI include system failures, over-reliance on AI without adequate human oversight, data security and privacy issues, weak regulatory frameworks, inadequate governance controls, and risks to employment.
• It is remarkable now that every aspect of human life will be touched by AI, the appropriate response should be to embrace it responsibly rather than fear it.
• Transparency and accountability are essential requirements for ethical and responsible AI systems. Transparency implies open communication about how AI systems function, what data they use, and how decisions are reached. Accountability requires clear responsibility for AI outcomes and mechanisms to address potential harms.
• Ethical standards, auditing procedures, and regulatory frameworks are critical accountability systems to reduce risks and ensure responsible AI governance.
• To balance growth with ethics, the Chartered Secretary can champion five guiding principles, viz;
• Rights First – embedding human rights, privacy, and dignity into AI governance codes,
• Cultural Intelligence – ensuring AI policies respect local languages, cultures, and values,
• Equity by Design – going beyond equality to ensure fair access and reliable outcomes,
• Transparency and Accountability – requiring algorithmic impact assessments, redress mechanisms, and traceability,
• Global Principles and Local Execution – aligning with UNESCO and OECD ethics while tailoring to Nigerian and African realities.
• Companies using AI systems bear a heavy burden to ensure that these technologies are deployed responsibly and ethically. Continuous assessment and monitoring are necessary to identify and resolve ethical concerns. Businesses must also consider wider societal impacts such as privacy, employment, and inequality.
• For Nigeria, Africa, and the wider world, AI offers a historic opportunity to leapfrog into a future of shared prosperity,  but only if guided by ethical principles that reflect both global values and local realities.
• Governance is ultimately a human enterprise, and AI, while amplifying capacities, equally amplifies responsibilities.
• Chartered Secretaries are uniquely positioned to lead AI transformation, serving as the conscience of the boardroom, architects of governance frameworks, and bridges between innovation and accountability.

4.0 RECOMMENDATIONS

Against the backdrop of the above observations, Conference recommended THAT:

1. Nigeria must harness AI proactively to transform electoral processes, improve financial accountability, modernise corporate governance, and enhance service delivery across ministries, departments, and agencies.
2. Robust governance frameworks should be developed to ensure responsible AI deployment, with clear accountability mechanisms and effective human oversight. Organisations should adopt balanced AI strategies that safeguard jobs through re-skilling and role redefinition, while ensuring that human judgment remains central to all critical decision-making processes.
3. Regulators should adopt risk-based, sector-specific guidance instead of blanket prohibitions or rigid frameworks that might stifle innovation.
4. Mandatory AI Impact Assessments (AIIAs) should be introduced for all AI systems that significantly affect citizens’ rights and benefits, with high-level summaries made available to regulators and stakeholders.
5. Organisations should strive to factor in AI governance into board charters with explicit oversight responsibilities as well as adopt model policies and SOPs tailored to Nigerian contexts;
6. Governments and institutions should promote the five guiding principles of Rights First, Cultural Intelligence, Equity by Design, Transparency & Accountability, and Global Principles with Local Execution as ethical anchors for AI governance in Nigeria.
7. Companies deploying AI should build systems with emphasis on equity, openness, and responsibility, while incorporating continuous monitoring mechanisms to mitigate ethical and operational risks.
8. Regulators and policymakers should strengthen laws and frameworks to address risks of system failure, data privacy breaches, and over-reliance on AI, while ensuring adequate human oversight and governance controls.
9. Capacity-building efforts should be expanded to include Mandatory CPD modules on AI literacy, data governance, ethics; sectoral masterclasses and case clinics simulating real-world scenarios in areas such as banking, procurement, and corporate reporting; and strategic partnerships with universities, international organisations, and DFIs for technical assistance and resource mobilisation.
10. A well-defined, phased implementation roadmap for Artificial Intelligence (AI) should be adopted to guide Nigeria’s transition toward digital and governance transformation. This roadmap should clearly delineate short-term, medium-term, and long-term objectives, allowing for gradual adoption, institutional learning, and continuous  development.
11. Corporate institutions need to operationalise AI governance by: adopting board-endorsed AI governance policies, maintaining algorithmic registers, conducting AIIAs, enforcing vendor due diligence, establishing incident response protocols, and ensuring independent periodic reviews with published outcomes.
12. To measure progress, there should be adoption of clear KPIs such as Proportion of boards with AI-trained members, Number of regulated entities publishing AIIAs, Compliance with algorithmic registers and independent audits and Frequency and remediation speed of algorithmic harms.
13. Governments, corporate entities and institutions should embrace AI responsibly, ensuring that Nigeria does not lose the ability to manage the risks of technological advancement, but rather converts the AI revolution into gains for transparency, accountability, and sustainable development.
14. Regulators and professional bodies should collaborate to establish enforceable ethical standards, strengthen data protection and cybersecurity measures, and provide continuous training to build capacity among governance professionals.
15. All stakeholders should inculcate the practice of ethical and responsible AI adoption,  by ensuring that technology always serves humanity and not the other way around.
16. ICSAN and Chartered Secretaries should play a pivotal role in shaping policy direction, establishing robust standards, and advancing the professionalization of AI governance frameworks in Nigeria.
17. ICSAN should champion a National AI Governance Compact by convening a multi-stakeholder platform comprising government, regulators, private sector, civil society, and academia to articulate principles and minimum standards for AI governance.

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