Legal & Governance Policy

Temitayo Tejoun Development Foundation for Sustainable Futures (TTDFSF)

Last Updated: November 23rd, 2025

1. Introduction

The Temitayo Tejoun Development Foundation for Sustainable Futures (TTDFSF) ("the Foundation") is a registered non-profit organization under the Companies and Allied Matters Act (CAMA) 2020, with registration number RC: 8579646. This Legal & Governance Policy establishes the framework by which TTDFSF ensures compliance with all applicable laws, ethical standards, and international best practices in nonprofit management. It also defines the structure, roles, responsibilities, and accountability mechanisms of the Foundation.

2. Legal Status

TTDFSF is incorporated as an Incorporated Trustee under Part F of the Companies and Allied Matters Act (CAMA) 2020.

This status:

  • Confers legal personality separate from its founders or members;
  • Enables TTDFSF to enter into contracts, own property, and sue or be sued in its corporate name; and
  • Imposes legal duties to maintain proper records, governance, and accountability.

3. Governance Structure

The governance of TTDFSF is based on a multi-tier structure that ensures transparency, representation, and accountability.

a. Board of Trustees

The Board of Trustees is the highest governing body of the Foundation.

Functions include:

  • Providing strategic direction and oversight;
  • Ensuring compliance with legal, ethical, and financial obligations;
  • Approving budgets, policies, and major program decisions;
  • Appointing and supervising the Executive Director; and
  • Representing TTDFSF in key legal and institutional matters.

Composition:

A minimum of three (3) and a maximum of fifteen (15) Trustees, appointed for renewable three-year terms based on merit, experience, and commitment to TTDFSF's mission.

Meetings:

Held quarterly, with special sessions as needed. Quorum requires at least 50% of members present.

b. Executive Management Team

The Executive Director (ED) leads the management and day-to-day operations of the Foundation, supported by key officers.

Core Roles Include:

  • Executive Director (ED)
  • Programs & Partnerships Manager
  • Finance & Administration Officer
  • Communications & Advocacy Lead
  • Monitoring, Evaluation & Learning (MEL) Officer
  • Legal & Compliance Officer

The ED reports to the Board of Trustees and ensures implementation of approved programs and budgets.

c. Advisory Council

TTDFSF may constitute an Advisory Council made up of experts, academics, and development professionals to provide technical guidance on thematic areas such as:

  • Education and Skills Development
  • Health and Well-being
  • Economic Empowerment
  • Human Rights and Gender Equality
  • Environment and Climate Action

Advisory roles are non-executive and honorary.

d. Operational Committees

The Foundation may establish committees to strengthen decision-making and oversight.

Examples include:

  • Finance & Audit Committee
  • Programs & Partnerships Committee
  • Legal & Ethics Committee
  • University Chapters Steering Committee

Each committee operates under a defined Terms of Reference (ToR) approved by the Board.

4. Legal Compliance

TTDFSF commits to full compliance with all relevant Nigerian and international laws, including:

AreaApplicable Regulation / Framework
Corporate RegistrationCAMA 2020 (Part F – Incorporated Trustees)
Data ProtectionNigeria Data Protection Act (NDPA) 2023
Tax ComplianceFederal Inland Revenue Service (FIRS) NGO Guidelines
Anti-Money LaunderingSpecial Control Unit Against Money Laundering (SCUML)
Labour & WorkplaceNigeria Labour Act and relevant employment regulations
Nonprofit GovernanceFRC Code of Corporate Governance for NGOs (2016)
International AlignmentUN ECOSOC Consultative Status Criteria & SDG Principles

5. Code of Ethics and Conduct

All TTDFSF trustees, staff, volunteers, and affiliates must uphold the Foundation's Code of Conduct, which emphasizes:

  • Integrity and honesty in all dealings
  • Non-discrimination and equal opportunity
  • Zero tolerance for corruption, harassment, or abuse
  • Respect for confidentiality and data privacy
  • Commitment to the mission and beneficiaries' dignity

Breaches will be handled through internal disciplinary procedures or referred to external regulators as appropriate.

6. Transparency and Accountability

TTDFSF commits to transparency in its operations and finances.

The Foundation shall:

  • Maintain proper books of accounts in accordance with the International Financial Reporting Standards (IFRS);
  • Submit annual reports and audited accounts to the Corporate Affairs Commission (CAC) and relevant authorities;
  • Publish summaries of annual impact and financial reports on its official website;
  • Ensure donor funds are used solely for their intended purposes.

7. Data Protection and Privacy Compliance

In compliance with the NDPA 2023, TTDFSF ensures:

  • Data collection and processing are based on lawful consent and legitimate purpose;
  • Secure data storage and restricted access to authorized personnel;
  • Appointment of a Data Protection Officer (DPO) to oversee compliance; and
  • Immediate reporting of any data breach to the Nigeria Data Protection Commission (NDPC) within 72 hours.

Reference: TTDFSF Privacy Policy

8. Conflict of Interest Policy

Board members, staff, and volunteers must:

  • Declare any personal, financial, or external interest that may influence decision-making;
  • Recuse themselves from discussions or votes involving conflicts; and
  • Disclose affiliations annually through a Conflict of Interest Declaration Form.

Failure to disclose constitutes grounds for disciplinary action or removal.

9. Whistleblower and Anti-Corruption Policy

TTDFSF encourages the reporting of unethical or illegal conduct through a protected Whistleblower Channel:

  • Email: report@ttdfsf.org
  • Anonymous Web Form: [Insert link when available]

All reports will be investigated confidentially by the Legal & Compliance Officer and reviewed by the Ethics Committee.

No person who reports in good faith shall face retaliation.

10. Risk Management and Legal Review

TTDFSF adopts a proactive Risk Management Framework to identify, assess, and mitigate risks related to:

  • Legal compliance
  • Financial management
  • Reputational damage
  • Operational disruptions
  • Partnership integrity

Legal and compliance audits are conducted annually, and key policies reviewed every two years or as laws change.

11. Partnership and Representation Policy

Any collaboration, partnership, or representation made in the name of TTDFSF must:

  • Be approved by the Executive Director or Board;
  • Be governed by a signed Memorandum of Understanding (MoU) or Partnership Agreement;
  • Align with TTDFSF's mission and ethical standards.

Unauthorized representation or use of TTDFSF's name or logo is prohibited.

12. Financial Governance

The Foundation maintains a strict Financial Policy and Control Manual that includes:

  • Segregation of financial duties and dual signatory requirements
  • Annual independent audits
  • Internal budget monitoring and expenditure controls
  • Compliance with donor reporting requirements
  • Adherence to Nigeria's NGO tax exemption framework

13. Policy Review and Amendment

This Legal & Governance Policy shall be reviewed biennially (every two years) or earlier when:

  • Required by changes in law or regulation;
  • Mandated by the Board of Trustees; or
  • Recommended by the Legal & Compliance Unit.

Any amendment must be approved by a two-thirds majority of the Board.

14. Contact for Legal & Governance Matters

Legal & Compliance Unit

Temitayo Tejoun Development Foundation for Sustainable Futures (TTDFSF)

📧 info@ttdfsf.org
🌍 www.ttdfsf.org
📍 8, Olaoye Street, Off Shosanya Avenue, Prince Bus Stop, Ikotun-Ijegun, Lagos State, Nigeria

15. Governance Statement

TTDFSF is committed to upholding the highest standards of integrity, transparency, and accountability. We operate with the conviction that good governance is the cornerstone of sustainable impact, stakeholder confidence, and global recognition.