ABOUT
Board of Directors
The Board of Brilliant Esystems Limited comprises seven directors — three executive and four non-executive, including one independent director — supported by a qualified Company Secretary and four standing committees.
The Board’s Role, and How It Differs From Management
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.
The Board
Seven directors and the Company Secretary. Executive directors are also members of the Executive Committee; non-executive directors are not.
Alhaji (Dr.) Abdulkadir Sule Wudil, OFR
Chairman (Non-Executive)
B.Sc Economics, MBA, Honorary Doctorate, Fellow Nigerian Institute of Management (Chartered)
Alhaji Wudil chairs the Board and its Governance & Ethics Committee. He brings four decades in industry and public service, including senior roles in manufacturing and a period on the boards of two Nigerian financial institutions. He was appointed Chairman in 2018 when the company first formalised its board structure, and has led the adoption of the Board Charter, the reserved-powers schedule and the annual board evaluation. He holds the national honour of Officer of the Order of the Federal Republic.
Engr. Musa Abdullahi Danbatta
Managing Director / CEO (Executive)
B.Eng Electrical/Electronic Engineering, MBA, COREN Registered, MNSE
Musa is the co-founder of Brilliant Esystems and its Managing Director since incorporation in 2014. As the only executive with a general management mandate, he is the Board’s single point of accountability for the performance of the whole business. He presents the trading report, the strategy paper and the annual budget to the Board, and is appraised against objectives set by the Remuneration & Nominations Committee. He sits on the Finance & Investment Committee.
[email protected]Hajiya Fatima Sani Gwarzo
Executive Director, Operations
B.Sc Computer Science, M.Sc Project Management, PRINCE2 Practitioner, PMP
Fatima was appointed to the Board in 2019 in recognition of the scale of the delivery organisation she leads. She reports to the Board on programme delivery, client satisfaction, quality management-system performance and operational risk, and attends the Audit & Risk Committee by standing invitation. Her board contribution focuses on whether commitments made in the strategy can actually be delivered with the capacity the company has.
[email protected]Ibrahim Yusuf Rano, FCA
Executive Director, Finance
B.Sc Accounting, FCA (ICAN), Chartered Tax Practitioner (CITN)
Ibrahim joined the Board in 2020 as Executive Director, Finance, in addition to his role as Chief Financial Officer. He presents the management accounts, cash-flow forecast, tax position and annual financial statements to the Board, and is the executive interface with the external auditors. He serves on the Finance & Investment Committee and attends the Audit & Risk Committee, withdrawing when his own function is under review.
[email protected]Mrs. Ngozi Adaeze Eze
Independent Non-Executive Director
B.Sc Accounting, FCA (ICAN), CISA, Certified Internal Auditor
Ngozi chairs the Audit & Risk Committee and is the Board’s independent director. She spent twenty-two years in assurance and technology risk, latterly as a group head of internal audit in financial services, and brings the scepticism that role requires. She leads the annual review of internal control effectiveness, the whistleblowing arrangements and the external auditor appointment. She meets the Director, Cybersecurity & Compliance privately each quarter without other executives present.
Prof. Sadiq Umar Bichi
Non-Executive Director
B.Sc, M.Sc, PhD Computer Science, Fellow Nigeria Computer Society
Professor Bichi provides technical challenge at board level, reviewing the technology strategy, the platform investment case and the company’s position on emerging areas such as applied artificial intelligence and sovereign cloud. He has published extensively on computing in resource-constrained environments and advises on national ICT policy. He sits on the Governance & Ethics Committee and works closely with the Chief Technology Officer between sittings, without directing her team.
Barr. Maryam Aliyu Danbazau
Non-Executive Director
LL.B, BL, LL.M International Commercial Law, Member Chartered Institute of Arbitrators
Maryam chairs the Remuneration & Nominations Committee and brings twenty years of commercial legal practice, including contract negotiation and dispute resolution for infrastructure and technology projects. She leads succession planning for the Managing Director and executive directors, oversees the annual board evaluation process and reviews the company’s data-protection posture from a legal standpoint. She also sits on the Governance & Ethics Committee.
Barr. Aminu Garba Bichi
Company Secretary (not a director)
LL.B, BL, LL.M Corporate & Commercial Law, ICSAN Associate
Aminu is Company Secretary to the Board and to all four committees. He is responsible for the board calendar, the timely circulation of papers, accurate minutes, the statutory registers and filings with the Corporate Affairs Commission, and for advising directors on their duties. He is not a member of the Board and has no vote. Directors may take independent professional advice at the company’s expense through him.
[email protected]Board Committees
Four standing committees, each with written terms of reference approved by the Board, a non-executive chair and a duty to report at the next full board sitting.
Audit & Risk Committee
Chair: Mrs. Ngozi Adaeze Eze — quarterly
Oversees financial reporting integrity, internal control, the external audit, the corporate risk register, information security incidents and whistleblowing. Receives the Risk & Security Committee report each quarter and meets the external auditors without management present at least once a year.
Remuneration & Nominations Committee
Chair: Barr. Maryam Aliyu Danbazau — twice yearly
Sets executive remuneration and the Managing Director’s objectives, recommends board and executive appointments, oversees succession planning for critical roles, and runs the annual evaluation of the Board, its committees and individual directors.
Finance & Investment Committee
Chair: Alhaji (Dr.) Abdulkadir Sule Wudil, OFR — quarterly
Reviews the budget before it goes to the Board, monitors cash and working capital against the public-sector payment cycle, and appraises capital investment above the management Investment Committee ceiling, including data centre and platform expenditure.
Governance & Ethics Committee
Chair: Alhaji (Dr.) Abdulkadir Sule Wudil, OFR — twice yearly
Maintains the Board Charter, the code of business conduct, the conflict-of-interest register and the anti-bribery policy, and reviews compliance with the Nigerian Code of Corporate Governance, NDPR obligations and our commitments as a BPP-registered contractor.
Board & Committee Calendar
Indicative calendar for the current financial year. Papers are circulated five clear working days before each sitting.
| Body | Frequency | Standing agenda | Reports to |
|---|---|---|---|
| Board of Directors | Quarterly, plus an annual strategy session | Trading and management accounts, delivery report, risk report, committee reports, reserved matters | Shareholders |
| Audit & Risk Committee | Quarterly | Financial reporting, internal control, external audit, risk register, security incidents, whistleblowing | Board |
| Finance & Investment Committee | Quarterly | Budget, cash and working capital, receivables ageing, capital investment appraisal | Board |
| Remuneration & Nominations Committee | Twice yearly | Executive objectives and pay, appointments, succession planning, board evaluation | Board |
| Governance & Ethics Committee | Twice yearly | Board Charter, code of conduct, conflicts register, anti-bribery, governance code compliance | Board |
| Annual General Meeting | Annually | Audited financial statements, directors’ report, auditor appointment, dividend resolution | Shareholders |
| Non-executive directors’ private session | Twice yearly | Executive performance, board dynamics, matters raised without management present | Chairman |
Corporate Governance Statement
Brilliant Esystems Limited is a private company limited by shares, registered with the Corporate Affairs Commission under RC 1489223 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, the ISO 9001 and ISO/IEC 27001 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.
Governance Questions We Are Often Asked
Is the Chairman independent of management?
How many independent directors are there?
How does the Board oversee cybersecurity risk?
Can a buyer see the audited financial statements?
How are conflicts of interest handled?
Does the Board evaluate its own performance?
Who do I contact about a governance or ethics concern?
Requesting Corporate Documents
Certified copies of the certificate of incorporation, memorandum and articles, CAC status report, board resolutions authorising a bid, and the audited financial statements are available to buyers, auditors and financing partners on request. Send the request, with the tender or transaction reference and the name of the requesting institution, to [email protected].
Due diligence, answered properly
If your procurement or risk team needs governance evidence before awarding work, tell us what the file must contain and we will assemble it — usually within one working day.