ARRANGEMENT OF SECTIONS

PART I

Establishment of the Nigerian Accounting Standards Board

1. Establishment of the Nigerian Accounting Standards Board.
2. Establishment and membership of the Governing Council.
3. Tenure of office.
4. Cessation of membership.
5. Emoluments, etc., of members.
6. Functions of the Board.
7. Powers of the Board.
8. Development of statement of accounting standards.

PART II

Staff of the Board

1. Executive Secretary and other staff of the Board.

1. Pensions.

1. Staff regulations.

1. Borrowing power, etc.

PART III

Financial Provisions

1. Establishment of the Fund of the Board.

1. Expenditure of the Board.

1. Annual estimate and accounts.

1. Annual reports.

1. Powers to accept gifts.

1. Investments.

1. Exemption from tax.

PART IV

Establishment and Functions of the Nigerian Accounting Standards Board

Inspectorate Unit

1. Establishment of the Nigerian Accounting Standards Board Inspectorate Unit.

1. Functions of the Unit.

1. Appointment and powers of the Inspectors.

PART V

 Offences

SECTION

1. General offences.

1. Obstruction of an Inspector.

PART VI

Legal Proceedings

1. Limitation of suits against the Board, etc.

1. Service of documents.

1. Restriction on execution against property of the Board.

1. Indemnity of officers.

PART VII

Miscellaneous

1. Directives by the Minister, etc.

30. Power to make regulations.

31. Interpretation.
32. Citation.

SCHEDULE

Supplementary Provisions relating to the Board, etc.  

NIGERIAN ACCOUNTING STANDARDS BOARD ACT

An Act to provide for the establishment of Nigerian Accounting Standards Board; and for related matters.

 [10th July, 2003]     [Commencement.]

PART I

Establishment of the Nigerian Accounting Standards Board 

1. Establishment of the Nigerian Accounting Standards Board

(1)    There is established a Board to be known as the Nigerian Accounting Standards Board (in this Act referred to as “the Board”).

 (2)   The Board-

(a)    shall be a body corporate with perpetual succession and a                     common seal; and

(b)    may sue and be sued in its corporate name.

(3)    The Board may acquire, hold or dispose any property movable or immovable for the purpose of carrying out its functions.

(4)    The supplementary provisions contained in the Schedule to this Act shall, where applicable have effect with respect to the proceedings of the Board and the other matters mentioned therein.

2. Establishment and membership of the Governing Council

(1)    There is established for the Board, a Governing Council (in this Act referred to as “the Council”) which shall have overall control of the Board.

(2)    The Council shall consist of-

(a     a Chairman who shall be a professional accountant with considerable professional experience in accounting practices;

(b)    two representatives each of the following-

(i)     Institute of Chartered Accountants of Nigeria; and

(ii)    Association of National Accountants of Nigeria;

(c)    a representative each of the following-

(i)     Federal Ministry of Commerce;

(ii)    Federal Ministry of Finance;

(iii)    Central Bank of Nigeria;

(iv)   Corporate Affairs Commission;

(v)    Federal Inland Revenue Service;

(vi)   Nigerian Deposit Insurance Corporation;

(vii)   Securities and Exchange Commission;

(viii)  Auditor-General for the Federation;

(ix)   Accountant-General of the Federation;

(x)    Chartered Institute of Taxation of Nigeria;

(xi)   Nigeria Accounting Teachers Association; and

(xii)   Nigerian Association of Chambers of Commerce, Industries, Mines and Agriculture;

(d)    the Executive Secretary of the Board.

(3)    The Chairman and members of the Council, other than ex officio members, shall be appointed by the President, on the recommendation of the Minister.

3. Tenure of office

The Chairman and other members of the Council, other than ex officio members shall each hold office

(a)    for a term of four years in the first instance and may be re-appointed for a further term of four years and no more; and

(b)    on such terms and conditions as may be specified in their letters         of appointment.

1. Cessation of membership

(1)    Notwithstanding the provisions of section 3 of this Act, a member may at any time be removed from office by the President for inability to discharge the functions of his office (whether arising from infirmity of mind or body or any other cause) or for gross misconduct.

(2)    A member of the Council may resign his appointment by a notice in writing under his hand, addressed to the President and that member shall, on the date of the receipt of the notice by the President cease to be a member of the Council or if the President is satisfied that it is not in the interest of the Board or in the interest of the public for the person appointed to continue in office, the President may on the recommendation of the Minister, notify the person in writing to that effect.

1. Emoluments etc., of members

The Chairman and members of the Council shall be paid such emoluments, allowances and benefits as the President may, from time to time, direct.

6. Functions of the Board

The Board shall-

(a)    develop and publish in the public interest, accounting standards to be observed in the preparation of financial statements;

(b)    promote the general acceptance and adoption of such standards by preparers and users of financial statements;

(c)    promote and enforce compliance with the accounting standards developed or reviewed by the Board;

(d)    review from time to time the accounting standards developed in line with the prevalent social, economic and political environment;

(e)    receive from time to time notices of non-compliance with its standards from the preparer, user or auditor of an account;

(f)     receive copies of all qualified reports together with detailed explanations for such qualifications from auditors of the accounts within a period of 60 days from the date of such qualification;

(g)    advise the Minister on the making of regulations under section 356 of the Companies and Allied Matters Act, 1990;

(h)    advise the Federal Government on matters relating to accounting standards; and

(i)     perform such other duties which in the opinion of the Council, are necessary or expedient to ensure the efficient performance of the functions of the Board under this Act.

7. Powers of the Board

The Board shall have powers to-

(a)     identify accounting statements which require standardisation and establish the order or priority for addressing them;

(b)       determine the scope and objectives of each standards;

(c)    prescribe the methods and procedure for the production of standards;

(d)    prescribe the time table for the production of each standards;

(e)    approve discussion papers, exposure drafts and standards;

(f )    enforce and approve enforcement of compliance with accounting standards in Nigeria; and

(g)    exercise such powers as are necessary or expedient for giving effect to the provisions of this Act.

1. Development of statement of accounting standards

The Board shall observe the following procedure in the development of a statement of accounting standards-

(a)    choice of a topic for standardisation;

(b)    prepare and publish exposure draft;

(c)    conduct a public hearing where necessary; and

(d)    issue a statement of accounting standards.

PART II

Staff of the Board

1. Executive Secretary and other staff of the Board

(1)    There shall be for the Board the Executive Secretary who shall-

(a)    be appointed by the President;

(b)    be the Chief Executive and Accounting Officer of the Board;

(c)    be a professional accountant and has been so qualified for not less than ten years;

(d)    be responsible for the execution of policy and the day to day administration of the affairs of the Board; and

(e)    perform such other duties as the Council or the Chairman may, from time to time, assign to him.

(2)    The Executive Secretary shall hold office-

(a)    for a term of five years in the first instance and may be reappointed for further term of five years and no more; and

(b)    on such terms and conditions as may be specified in his letter of appointment.

(3)    The Council shall appoint for the Board such other staff as it may deem necessary
and expedient from time to time for the proper and efficient performance of the functions of the Board.

(4)    The terms and conditions of service including, remuneration, allowances, benefits and pensions of the staff and employees of the Board shall be determined by the Council after consultation with the Federal Civil Service Commission.

10. Pensions

(1)    The service in the Board shall be approved service for the purpose of the Pensions Act, and accordingly, officer and employees of the Board shall be entitled to pensions, gratuities and other retirement benefits as are prescribed under the Pensions Act.

(2)    Without prejudice to the provisions of subsection (1) of this section, nothing in this Act shall prevent the appointment of a person to any office on terms and conditions which precluded the grant of a pension, gratuity or other retirement benefits in respect of that office.

(3)    For the purpose of the application of the Pensions Act, any power exercisable by a Minister or other authority of the Federal Government, other than the power to make regulations, under section 23 thereof, is hereby vested in and shall be exercisable by the Council and not by any other person or authority.

11. Staff regulations

(1)    Subject to the provisions of this Act, the Board may make staff regulations relating generally to the conditions of service of the staff and without prejudice to the generality of the foregoing, such regulations may provide for-

(a)    the appointment, promotion, termination, dismissal and disciplinary control of staff or employee of the Board; and

(b)    appeals by staff or employees against dismissal or other disciplinary measures and until such regulations are make, any instrument relating to conditions of service in the Public Service of the Federation shall be applicable, with such modifications as may be necessary to the employees of the Board.

(2)    The staff regulations made under subsection (1) of this section shall not have effect until approved  by the Minister, and when so approved they need not be published in the Federal Gazette but the Board shall cause a notice of the staff regulations to be issued to all affected staff in such manner as it may, from time to time, determine.

12.  Borrowing power, etc.

(1)    The Board may with the consent of the Minister, or in accordance with any general authority given in that behalf by the Federal Government, borrow by way of loan or overdraft from any source any sum required by the Board for meeting its obligations and discharging its functions under this Act.

(2)    Subject to any general or special directions that may be given in that behalf by the Minister pursuant to this Act, the Board may invest its funds and maintain general financial reserves.

(3)    The Board shall cause to be kept proper accounts and records in relation thereto and when certified by the Board such accounts shall be audited as provided in subsection (4) of this section.

(4)    The accounts of the Board shall be audited not later than 90 days after the end of each financial year by external auditors appointed by the Board from the list and in accordance with guidelines supplied by the Auditor-General of the Federation and the fees of the auditors and the expenses of the Auditor-General of the Federation shall be paid from the Fund of the Board.

PART III

Financial Provisions

13. Establishment of the Fund of the Board

The Board shall establish and maintain a fund into which shall be paid and credited-

(a)    all income accruing from annual dues charged as follows-

(i)     not less than N500.00 annually by every practicing member to be collected on behalf of the Board by the bodies listed in section 2 (i) and (ii) and (x) of this Act;

(ii)    not less than N100,000.00 annually by all publicly quoted companies; and

(iii)    not less than N 1 ,000.00 annually by all other registered companies:
Provided that the Board shall, subject to the approval of the Minister, have power to review the minimum amount of annual dues from time to time;

(b)    all subventions and budgetary allocations from the Federal                 Government;

(c)     fines and penalties imposed by the Board;

(d)    fees charged for services rendered by the Board

(e)    gifts, loans, grant-in-aid from national, bilateral and multi-lateral organizations and agencies

(f)     rents, fees and other internally generated revenues from services provided by the Board; and

(g)    all other sums accruing to the Board, from time to time.

14. Expenditure of the Board

The Board may, from time to time, apply the proceeds of the Fund established under section 13 of this Act-

(a)     to the cost of administration of the Board;

(b)     to the payment of the emoluments, allowances and benefits of the Council or any committee set up by the Council and for such expenses as may be expressly authorized by the Council;

(c)    to the payment of the salaries, fees or other remuneration or allowances, gratuities and pensions and other benefits payable to the staff and other employees of the Board, so however that no payment of any kind under this paragraph (except such as may be expressly authorised by the Council) shall be made to any person who is in receipt of emoluments from government of the Federation or of a State

(d)    for the development and maintenance of any property vested in or owned by the Board;

(e)    for maintaining general financial reserves subject to the general or special directive that may  be given in that behalf by the Minister in accordance with the provisions of this Act; and

(f)      for and in connection with all or any of its functions under this               Act.

15. Annual estimates and accounts

(1)    The Board shall, not later than 30th September in each year, submit to the Minister an estimate of its expenditure  and income (including payments to the Board Fund) for the next succeeding year.

(2)    The Board shall keep proper accounts in respect of each year and proper records
in relation to those accounts and shall cause its accounts to be audited within six months after the end of each year by auditors appointed from the list and in accordance with the guidelines supplied by the Auditor-General of the Federation.

16. Annual reports

(1)    The Board shall prepare and submit to the Minister not later than 30th June in each year, a report in such form as the Minister may direct on the activities of the Board during the immediate preceding year, and shall include in the report, a copy of the audited accounts of the Board for that year and of the auditor’s report thereof.

(2)    The Minister shall cause a copy of the report and the auditors report to be laid before the President so soon after the receipt thereof.

17. Powers to accept gifts

(1)    The Board may accept any gift of land, money or other property on such terms and conditions, if any, as may be specified by the person or organisation making the gift.

(2)    The Board shall not accept any gift if the conditions attached by the person or organisation  making the gift are inconsistent with the objectives of the Board under this Act.

18. Investments

The Board may, subject to the provisions of this Act and the conditions of any trust created in respect of any property, invest all or any of its funds in any securities prescribed by the Trustee Investment Act or in such other securities as may, from time to time, be approved by the Minister.

[L.F.N. 2004 Cap. T22.]

19. Exemption from tax

(1)    The Board shall be exempted from the payment of income tax on any income accruing from investments made by the Council of the Board.

(2)    The provisions of any enactment relating to the taxation of companies or trust funds shall not apply to the Board or the Council.

PART IV

Establishment and Functions of the Nigerian Accounting Standards Board Inspectorate Unit

20. Establishment of the Nigerian Accounting Standards Board Inspectorate Unit

There is established for the Board a unit to be known as the Nigerian Accounting Standards Board Inspectorate Unit (in this Act referred to as “the Unit”) which shall be an integral part of the Board.

21. Functions of the Unit

The Unit shall-

(a)    enforce compliance with the standards developed and reviewed by         the Board;

(b)    impose such sanctions as may be prescribed by the Board, from time to time; and

(c)    perform such other functions as the Council or the Board may             assign to it from time to time.

22. Appointment and powers of the Inspectors

(1)    The Council shall appoint for the Board such number of inspectors as it may deem fit in the circumstances.

(2)    Any inspector appointed under subsection (1) of this section shall         have powers-

(a)     to make such examinations and inquiry as may be necessary to ascertain whether or not the provisions of this Act or any regulation made are being complied with; and

(b)    by notice in writing to require any person to furnish in such forms as may be directed any information on such matters as may be specified in the notice and such person shall comply.

PART V
Offences

23. General offences

(1)    Any person who fails to comply with the prescribed statement of accounting standards in preparation of a financial statement commits an offence and shall be liable on conviction to a fine of N5,000,000 or to imprisonment for a term not exceeding one year or to both:

Provided that the Board shall bring such non-compliance to the notice of the preparer of such financial statement and the preparer fails to withdraw and amend the financial statement within 60 days from the date of the notice.

(2)    The Board shall, subject to approval of the Minister, review the amount stated in subsection (1) of this section.

(3)    Any accountant, auditor or firm of accountants found liable under this Act commits an offence and shall, in addition to a fine provided for in subsection (1) of this section be liable on conviction to-

(a)    in the case of an individual-

(i)     imprisonment for a term not exceeding one year; and

(ii)    outright proscription or de-listing for such period as the Court may deem fit to order in the circumstances;

(b)    in the case of a firm of accountants to outright proscription or de-listing for such a period as the Court may deem fit to order in the circumstance.

24. Obstruction of an Inspector 

(1)    Any person who wilfully obstructs or delays an inspector in the exercise of any power conferred upon him under section 22 of this Act or fails to comply with the requisition of an inspector in pursuance of the said section or to produce any document or furnish any information which he is required by or in pursuance of the provisions of this Act to produce or furnish wilfully withholds any information, that person shall be deemed to have obstructed an inspector in the execution of his duties under this Act.

(2)    A person who obstructs an inspector in the execution of his powers or duties under the provisions of this Act commits an offence and is liable on conviction to a fine of N 100,000 or to imprisonment for a term not exceeding six months or to both.

PART VI

Legal Proceedings

25. Limitation of suits against the Board, etc.

(1)    Subject to the provisions of this Act, the provisions of the Public Officers Protection Act shall apply in relation to any suit instituted against an officer or employee of the Board.

(2)    Notwithstanding anything contained in any other law or enactment, no suit against a member of the Council, the Executive Secretary or any other officer or employee of the Board for any act done in pursuance or execution of this Act or any other law or enactment, or default in the execution of this Act or any other law or enactment, duties or authority, shall lie or be instituted in any Court unless it is commenced-

(a)    within three months next after the act, neglect or default complained of; or

(b)     in the case of a continuation of damage or inquire, within six months next after the ceasing thereof.

(3)    No suit shall be commenced against a member of the Council, the Executive Secretary or any other officer or employee of the Board before the expiration of a period of one month after written notice of the  intention to commence the suit shall have been served on the Board by the intending plaintiff or his agent.

(4)    The notice referred to in subsection (3) of this section shall clearly         and explicitly state-

(a)    the cause of action;

(b)    the particulars of the claim;

(c)    the name and place of abode of the intending plaintiff; and

(d)    the relief which he claims.

26.  Service of documents 

A notice, summons or other document required or authorised to be served on the Board under the provisions of this Act or any other law or enactment may be served by delivering it to the Executive Secretary or by sending it by registered post addressed to the Executive Secretary at the principal office of the Board.

27.  Restriction on execution against property of the Board

(1)    In any action or suit against the Board, no execution or attachment of process in the nature thereof shall be issued against the Board unless not less than three months notice of the intention to executive or to attach process has been given to the Board.

(2)    Any sum of money which by judgment of any court has been awarded against the Board shall, subject to any direction given by the Court, where no notice of appeal against the judgment has been given, be paid from the Fund of the Board.

28. Indemnity of officers 

A member of the Council, the Executive Secretary or any officer or employee of the Board shall be indemnified out of the assets of the Board against any liability incurred by him in defending any proceedings, whether civil or criminal, brought against him in his capacity as a member, Executive Secretary, Officer or other employee of the Board.

PART VII

Miscellaneous

29. Directives by the Minister, etc. 

The Minister may give to the Board or the Executive Secretary such directives of a general nature or relating generally to matters of policy with regards to the exercise of its or his functions as it or he may consider necessary and the Board or the Executive Secretary shall comply with the directives or cause them to be complied with.

30. Power to make regulations

The Minister may, on the advice of the Council, make such regulations as in his opinion are necessary or expedient for giving full effect to the provisions of this Act and for due administration of its provisions.

31. Interpretation
    In this Act-

“Board” means the Nigerian Accounting Standards Board established under section 1
of this Act;

“Executive Secretary” means the person appointed as the Chief Executive of the Board under section 9 of this Act;

“functions” include powers and duties;

“Minister” means the Minister charged with responsibility for matters relating to Commerce; and

“President” means the President of the Federal Republic of  Nigeria.

32. Citation

This Act may be cited as the Nigerian Accounting Standards Board Act, 2003.

SCHEDULE
[Section 1 (4).]

Supplementary Provisions relating to the Board, etc. 

1. Proceedings of the Board

(1)    Subject to this Act and section 27 of the Interpretations Act (which provides for decisions of a  statutory body to be taken by a majority of its members and for the person presiding at any meeting,  when a vote is ordered, to have a second or casting vote), the Council may make standing orders regulating its proceedings or that of any of its Committees.

(2)    At every meeting of the Council, the Chairman shall preside and in his absence the members present at that meeting shall appoint one of them to preside at that meeting.

(3)    The quorum at a meeting of the Council shall be not less than one-third of the total number of members of the Council at the date of the meeting.

(4)    The Council shall for the purpose of this Act, meet not less than four times in each year and also the Council shall meet whenever it is summoned by the Chairman, and if required to do so, by notice given to him by not less than four other members, he shall summon a meeting of the Council to be held within 14 days from the date on which the notice is given.

(5)    Where the Council desires to obtain the advice of any person on a particular matter, the Council may co-opt him to the Council for such period as it thinks fit, but a person who is a member by virtue of this paragraph shall not be entitled to vote at any meeting of the Council and shall not count towards a quorum.

2.  Committees

(1)    Subject to its standing orders, the Council may appoint such number of standing or ad hoc committees as it thinks fit to consider and report on any matter with which the Board is concerned.

(2)    A committee appointed under this paragraph shall-

(a)    consist of such number of persons (not necessarily members of the Council as may be determined by the Council), and a person other than a member of the Council shall hold office in the committee in accordance with the terms of his appointment; and

(b)    be presided over by a member of the Council.

(3)   The quorum of any Committee set up by the Council shall be as may be determined by the Council.

(4)    A decision of a Committee of the Council shall be of no effect until it is confirmed by the Council.

3. Miscellaneous

(1)    The fixing of the seal of the Board shall be authenticated by the signature of the Chairman or any other person generally or specifically authorised by the Council to act for that purpose and that of the Executive Secretary.

(2)    Any contract or instrument which, if made by a person not being a body corporate, would not be required to be under seal may be made or executed on behalf of the Board by the Executive Secretary or by any other person generally or specially authorised by the Council to act for that purpose.

(3)    Any document purporting to be a contract, instrument or other document duly signed or sealed on behalf of the Board shall be received in evidence and shall, unless the contrary is proved, be presumed without further proof to have been signed or sealed.

(4)    The validity of any proceeding of the Council or of any of its Committees shall not be affected by-

(a)    any vacancy in the membership of the Council, or Committee;

(b)    any defect in the appointment of a member of the Council or                 Committee; or

(c)    reason that any person not entitled to do so took part in the proceedings of the Council or Committee.

(5)    A member of the Council or a Committee who has a personal interest in any contract or arrangement entered into or proposed to be considered by the Council or Committee shall forthwith disclose his interest to the Council or Committee and shall not vote on any question relating to the contract or arrangement.

(6)    No member of the Council shall be personally liable for any act or omission done or made in good faith while engaged in the business of the Board.