GOVERNING FINTECH THROUGH BORROWED LICENCES: BOARD ACCOUNTABILITY AND REGULATORY DESIGN IN NIGERIA’S DIGITAL FINANCIAL SECTOR

Abstract

Nigeria has no licence designed specifically for digital banks. Firms offering app-based deposit, payment and lending services operate under microfinance, payment service bank or finance company licences, or under no financial licence at all. This article asks what follows for corporate governance. Through doctrinal analysis of the Companies and Allied Matters Act 2020, the Banks and Other Financial Institutions Act 2020, the Nigerian Code of Corporate Governance 2018 and Central Bank of Nigeria instruments, evaluated against five criteria drawn from bank-governance theory and regulated self-governance, it argues that Nigerian fintech governance is licence-contingent: board obligations follow the licence a firm holds rather than the risks its activities create. Board-level technology competence and oversight are required of payment service and commercial banks but not of microfinance banks, the licence most digital banks use, while consumer and data obligations attach to activity but stop below board level. A functional comparison with the United Kingdom, Kenya and Singapore shows how governance can instead attach to activity or regulated status. The article proposes reforms achievable largely under existing powers and introduces licence-contingency as an analytical concept for jurisdictions that have absorbed digital finance into pre-existing licence categories.