Executive Summary

The Securities and Exchange Commission (“SEC”) published a circular on 23 September 2026 concerning the implementation of the IFRS Sustainability Disclosure Standards in Nigeria. The circular is addressed specifically to Public Companies and Significant Public Interest Capital Market Operators and requires those entities to commence preparations for sustainability reporting in accordance with IFRS S1 and IFRS S2.

Under the implementation roadmap referred to by the SEC, sustainability reporting will be phased in as follows:

1. Early adoption applies to accounting periods ending on or before 31 December 2023.
2. Voluntary adoption applies to entities not yet subject to mandatory reporting for accounting periods beginning on or after 1 January 2024 through periods ending on or before 31 December 2027.
3. Mandatory adoption applies to Public Interest Entities, including all Public Companies and Significant Public Interest Capital Market Operators, for accounting periods beginning on or after 1 January 2028.
4. SMEs are scheduled for mandatory adoption for accounting periods beginning on or after 1 January 2030.

Importantly, the SEC has imposed an immediate preparatory obligation on every Public Company and Significant Public Interest Capital Market Operator. Such entities must submit an Implementation Plan to the SEC by 15 October 2026, together with anticipated implementation challenges.

For Fiduciary Services Limited (“FSL”), the circular appears to have two principal implications.

First, based on FSL’s publicly described business, FSL is principally a private-client advisory and fiduciary services business providing estate and legacy planning, trusteeship/asset custodial services, family business governance, wealth preservation and related corporate administration services.  

Therefore, the SEC circular does not, merely by its existence, mean that FSL itself must submit the prescribed Implementation Plan. FSL’s direct obligation should, however, be confirmed against its SEC licence/status and the precise nature of its regulated activities.

Second, the circular is highly relevant to FSL’s client advisory practice, particularly where FSL acts for or provides corporate governance, corporate administration, fiduciary, trustee or succession-planning services to a Public Company, Public Interest Entity or other entity that will become subject to mandatory sustainability reporting.

Accordingly, FSL should treat the circular as both a client compliance issue and a business-development opportunity.

BACKGROUND

Nigeria has adopted the IFRS Sustainability Disclosure Standards developed by the International Sustainability Standards Board (“ISSB”), principally:

1. IFRS S1 – General Requirements for Disclosure of Sustainability-related Financial Information; and
2. IFRS S2 – Climate-related Disclosures.

IFRS S1 establishes general requirements for disclosure of sustainability-related financial information that is relevant to users of an entity’s general purpose financial reports. IFRS S2 specifically addresses climate-related risks and opportunities.

The SEC states that the adoption is intended to strengthen sustainability reporting and promote transparent, comparable, and decision-useful sustainability-related financial disclosures.

The SEC has now moved beyond general adoption and commenced the process of monitoring the preparedness of affected regulated entities.

WHO IS DIRECTLY AFFECTED?

The SEC circular is expressly directed to:

1. Public Companies; and
2. Significant Public Interest Capital Market Operators.

The SEC defines the latter category to include entities facilitating clearing, settlement, trading, or data functions in the capital market, including exchanges, central securities depositories, clearing houses and trade repositories.

These entities are required to prepare for mandatory sustainability reporting for accounting periods beginning on or after 1 January 2028.

The immediate compliance deadline is particularly important. Every affected entity must submit an Implementation Plan to the SEC on or before 15 October 2026.

The Implementation Plan must address at least:

1. Governance arrangements for sustainability reporting, including Board oversight;
2. Gap assessment against IFRS S1 and IFRS S2;
3. Implementation roadmap and timelines;
4. Data collection and reporting systems;
5. Internal control and assurance arrangements;
6. Capacity building and training;
7. Expected year of first sustainability reporting; and
8. Key implementation challenges.

EFFECT ON FIDUCIARY SERVICES LIMITED

FSL’s own position

FSL publicly describes itself as a private-client professional services business providing estate and legacy planning, trusteeship/asset custodial services, family business advisory and governance, Islamic estate planning, wealth management and related corporate administration services.

On the face of the SEC circular, the reporting obligation is not imposed on every private company. It is directed specifically at Public Companies and Significant Public Interest Capital Market Operators.

Accordingly, if FSL is not itself a Public Company or a Significant Public Interest Capital Market Operator, the circular does not presently create an obligation for FSL to prepare and submit the same Implementation Plan required of those entities.

Nevertheless, FSL should confirm its own regulatory classification, particularly having regard to the precise nature of any SEC-regulated fiduciary, trustee or capital-market activities undertaken by the company.

The more immediate effect is therefore on FSL’s clients and advisory engagements.

EFFECT ON FSL’S CLIENTS

1. Clients that are Public Companies

Where an FSL client is a Public Company, the client will be directly affected.

Such a client should already be considering its governance structure, internal controls, data systems and reporting arrangements in preparation for mandatory IFRS S1 and IFRS S2 reporting from 2028.

Where FSL acts as corporate adviser, company secretary, governance adviser, trustee, nominee, fiduciary or administrator, FSL may be required to assist the client in addressing governance and implementation issues arising from the new reporting regime.

2. Clients with Significant Business Operations

Even where a client is not presently subject to mandatory reporting, the client’s business may expose it to sustainability and climate-related risks.

This is particularly relevant to FSL’s family-business clients operating in sectors such as:

• energy and oil and gas;
• manufacturing;
• agriculture;
• real estate;
• construction;
• financial services;
• transportation and logistics; and
• other businesses with significant environmental or climate-related exposure.

Such clients may voluntarily adopt IFRS S1/S2 before the 2030 SME deadline or may eventually become subject to mandatory reporting depending on their classification.

FSL should therefore begin identifying which clients may be affected by the transition.

3. Family Business and Succession Planning Clients

The circular also has implications for family businesses undergoing succession planning.

Sustainability-related risks can affect:

• the value of family businesses;
• long-term investment decisions;
• business continuity;
• financing;
• reputation;
• intergenerational wealth;
• insurance and risk management; and
• the ability of the next generation to operate the business successfully.

Consequently, sustainability and climate-related risk can become part of the broader family governance and succession-planning conversation.

IMPLICATIONS FOR FSL’S CORPORATE GOVERNANCE PRACTICE

The SEC’s requirements place considerable emphasis on governance.

The Implementation Plan submitted by an affected entity must specifically explain its governance arrangements for sustainability reporting, including Board oversight.

This creates a direct connection with FSL’s existing family-business and corporate-governance advisory services.

FSL can therefore incorporate sustainability governance into existing governance engagements.

This could include reviewing:

• Board responsibilities;
• committee structures;
• Board reporting lines;
• sustainability-related policies;
• risk-management responsibilities;
• internal control frameworks;
• information flows to the Board;
• directors’ knowledge and training; and
• management accountability for sustainability disclosures.

This is particularly relevant because the SEC already places emphasis on sustainability and disclosure within its corporate-governance framework. The SEC’s corporate-governance materials identify sustainability and increased disclosure as governance considerations for regulated companies.

IMPLICATIONS FOR TRUSTEES AND FIDUCIARY SERVICES

Where FSL acts as trustee or fiduciary in relation to assets connected to a Public Company or other affected entity, the distinction between the client’s reporting obligation and FSL’s fiduciary obligations must be maintained.

The client’s IFRS S1/S2 reporting obligation does not automatically transfer to FSL merely because FSL is acting as trustee or fiduciary.

However, FSL may hold information or perform functions relevant to the client’s governance, ownership or asset structure.

Accordingly, FSL should consider whether its existing trustee and fiduciary agreements adequately address:

• information-sharing obligations;
• reporting responsibilities;
• access to financial and sustainability-related information;
• confidentiality;
• regulatory disclosures;
• Board and beneficiary reporting;
• record keeping;
• liability allocation; and
• cooperation with auditors and other professional advisers.

Where necessary, client engagement letters and fiduciary agreements should be reviewed to clarify these matters.

DATA AND RECORD-KEEPING IMPLICATIONS

One of the specific matters that the SEC requires affected entities to address in their Implementation Plans is data collection and reporting systems.

This is relevant to FSL because fiduciary and corporate administration work often involves maintaining records concerning:

• ownership structures;
• beneficiaries;
• corporate entities;
• investments;
• assets;
• directors;
• shareholders;
• family businesses;
• trusts; and
• governance arrangements.

FSL should consider whether its internal information-management systems can efficiently provide information required for clients’ sustainability-related reporting or governance exercises.

FSL should also ensure that confidentiality and data-protection obligations are maintained when information is shared with auditors, consultants, accountants or other professional advisers.

9. CONTRACTUAL AND ENGAGEMENT-LETTER IMPLICATIONS

Existing engagement letters should be reviewed for clients likely to be affected by IFRS S1/S2.

Where FSL is providing corporate administration, governance or fiduciary services to an affected client, the engagement should clearly identify:

• the scope of FSL’s responsibilities;
• matters that remain the client’s responsibility;
• responsibility for preparation of sustainability disclosures;
• responsibility for obtaining technical accounting advice;
• responsibility for climate-related data;
• responsibility for assurance;
• information-sharing obligations;
• regulatory reporting responsibilities; and
• limitations of FSL’s role.

This is important because FSL should avoid inadvertently assuming responsibility for technical sustainability reporting that properly belongs to the client, its finance team, auditors or specialist sustainability advisers.

IMMEDIATE ACTION REQUIRED FOR FSL

The following actions are recommended.

1. Identify affected clients

FSL should conduct a client classification exercise and identify:

This classification should be maintained as part of FSL’s regulatory/client compliance records.

2. Contact Category A clients immediately

Any FSL client falling within Category A should be informed of the SEC’s 15 October 2026 deadline.

The client should be advised to determine whether its Implementation Plan has been prepared and submitted.

Where appropriate, FSL can offer assistance with the governance and corporate-administration components of the Implementation Plan.

3. Develop an FSL IFRS S1/S2 readiness checklist

FSL should develop an internal checklist covering:

• client classification;
• Board governance;
• sustainability responsibilities;
• gap assessment;
• reporting timetable;
• data systems;
• internal controls;
• assurance;
• training;
• first reporting year; and
• implementation challenges.

This can become a standard component of FSL’s corporate governance and advisory engagements.

4. Review existing client agreements

Engagement letters, trustee agreements, corporate administration agreements and governance mandates should be reviewed to determine whether they adequately address sustainability-related information and reporting responsibilities.

5. Consider staff training

Relevant FSL personnel should receive basic training on IFRS S1 and IFRS S2 so that they can identify when an issue falls within the scope of sustainability reporting and when specialist accounting, audit or ESG advice is required.

6. Consider a sustainability-governance advisory product

FSL can develop a service offering around: “IFRS S1/S2 Governance & Readiness Advisory.”

The service could focus on the governance, fiduciary, corporate-administration and Board-readiness aspects of sustainability reporting, while working with accountants, auditors and sustainability specialists on the technical reporting components.

COMMERCIAL OPPORTUNITY FOR FSL

The circular presents an opportunity for FSL to expand its existing governance and corporate-advisory services.

FSL already provides corporate administration and governance services, including incorporation, corporate records, and secretary services, statutory compliance.

The new sustainability reporting framework creates an additional governance layer that can be incorporated into these services.

Potential services include:

1. IFRS S1/S2 readiness assessment;
2. Board sustainability-governance advisory;
3. Sustainability reporting governance framework;
4. Review of Board/committee responsibilities;
5. Corporate governance policy review;
6. Sustainability-related risk governance;
7. Implementation-plan preparation support;
8. Sustainability information and document management;
9. Review of trustee/fiduciary arrangements;
10. Family-business sustainability and succession planning; and
11. Coordination with auditors, accountants and ESG consultants.

FSL should, however, distinguish its legal/fiduciary/governance role from specialist accounting, assurance and technical sustainability-reporting services.

KEY LEGAL/COMPLIANCE RISK FOR FSL

The principal risk is not necessarily that FSL itself will be required to prepare an IFRS S1/S2 report.

The more immediate risk is that an FSL client who is subject to the SEC circular may fail to prepare adequately because the client has not identified its governance, data, internal-control or reporting requirements in time.

FSL should therefore consider whether its fiduciary and corporate-advisory engagements provide sufficient mechanisms for alerting clients to significant regulatory developments.

The SEC has expressly stated that it will continue to engage with regulated entities and monitor compliance with the implementation timelines as part of its oversight of financial reporting and corporate governance in the Nigerian capital market.

CONCLUSION

The SEC’s 23 September 2026 circular represents a significant development in Nigeria’s sustainability-reporting framework.

The immediate regulatory obligation is directed at Public Companies and Significant Public Interest Capital Market Operators, which must submit their IFRS S1/S2 Implementation Plans to the SEC by 15 October 2026 and prepare for mandatory sustainability reporting for accounting periods beginning on or after 1 January 2028.

For Fiduciary Services Limited, the circular should therefore be viewed principally through three lenses:

First, regulatory exposure: FSL should confirm whether it is itself within the SEC’s categories of entities directly subject to the circular.

Second, client impact: FSL should identify clients that are Public Companies or other entities likely to be affected and promptly advise them of the new requirements.

Third, business opportunity: FSL can incorporate sustainability governance, Board-readiness, corporate governance and fiduciary considerations into its existing private-client, family-business and corporate-advisory services.

The immediate practical priority is to conduct a client-by-client regulatory classification exercise and determine whether any existing FSL client is required to submit an Implementation Plan by 15 October 2026.