HOUSE OF REPRESENTATIVES

FEDERAL REPUBLIC OF NIGERIA

NIGERIA SOLID MINERAL DEVELOPMENT COMPANY (ESTABLISHMENT)

BILL, 2023

Sponsor:

Rep. Jonathan Gaza Gbefwi, FNIVS

 NIGERIA SOLID MINERAL DEVELOPMENT COMPANY (ESTABLISHMENT)
BILL, 2023

EXPLANATORY MEMORANDUM

This Bill seeks to establish the Nigeria Solid Mineral Development Company to receive, manageand
invest funds to promote and advance the mining industry. The Company shall encourage economic
diversification, and maximize revenue generation in the sector. The Bill repeals the Nigeria Mining
Corporation Act No 39 1972.
 NIGERIA SOLID MINERAL DEVELOPMENT COMPANY (ESTABLISHMENT)
BILL, 2023

ARRANGEMENT OF CLAUSES

Clauses

1. Establishment of the Nigeria Solid Mineral Development Company

2. Functions of the Nigeria Solid Mineral Development Company
3. Shares of the Company
4. Board of Directors
5. Powers of the Board
6. Disclosure of interest
7. Board Committees
8. Managing Director, Executive Directors and other staff
9. Company secretary
10. Staff of the Company
11. Expenditure of the Company
12. Keeping of Records
13. Annual report
14. Legal Proceedings
15. Protection of certain rights
16. Savings and transitional provisions
17. Repeal of Nigeria Mining Corporation Act
18. Interpretation
19. Citation
 A Bill
For
An Act to establish the Nigeria Solid Mineral Development Company to receive,
manageand invest funds for the advancement of the mining industry; and for
related matters

Sponsor: Rep. Jonathan Gaza Gbefwi

PART I - ESTABLISHMENT OF THE NIGERIA SOLID MINERAL

DEVELOPMENT COMPANY

1 (1) There is hereby established the Nigeria Solid Establishment of the Nigeria
Mineral Development Company in this Bill to be Solid Mineral Development
referred to as “the Company”. Company
(2) The Company –
(a) shall be a limited liability Company and shall
have perpetual succession and a common seal;
and
(b) may sue and be sued in its corporate name; and
(c) be subject to the Companies and Allied
Matters Act, 2020 or any enactment in that
regards, and shall be governed by the
provisions of this Bill.
2 Functions of the Nigeria
Subject to the provisions of this Bill the Company Solid Mineral Development
shall– Company
(a) invest in the mining sector value chain in
Nigeria;

(b) receive, manage, and invest funds in a

diversified portfolio of investments related to
and with the objective of promoting the
Nigerian mining sector, more particularly
solid minerals;

(c) develop mine-related infrastructure for the

purposes of developing mining areas;

(d) engage in mineral prospecting and mining

 and any other related activities;

(e) create and manage a fund for mineral

development for the benefit of the Mining
Sector (hereinafter referred to as “the fund”).
The fund shall be established by the
Company in strict accordance with the
Securities and Exchange Commission’s
regulations as contained in the Investment
and Securities Act and the SEC Rules

(f) acquire by agreement or hold interest in any

firm, Corporation, or other body of persons
whether corporate or unincorporated which
is engaged in prospecting, mining, grading,
producing, cutting, processing, buying,
selling or marketing minerals;

(g) carry on its business, operations and

activities whether as principal, agent,
contractor or otherwise, either alone or in
conjunction with any other persons, firms or
bodies corporate;

(h) explore and prospect for, working, mining

or otherwise acquiring, processing and
disposing of minerals of various kinds
occurring in Nigeria other than petroleum
and gas

(i) responsible for smelting, roasting, assaying,

amalgamating, refining, or otherwise
treating the minerals aforesaid in any
manner calculated to render the products
and by products of any such mineral
marketable;

(j) purchase the ores or the products and by-

products of any of the minerals aforesaid
from any source outside Nigeria in any case
where they are not available in Nigeria;

(k) carry on the business of marketing the ores,

 products and by- products of any or all the
minerals aforementioned and perform any
other functions that may be assigned to it by
the Board of the Company in line with its
policy objectives; and

(l) To do all such other things as maybe

considered to be incidental or conducive to
the attainment of the above objects or any
of them.

3 Shares of the Company

(1) The Company shall have a nominal share capital
of N100,000,000 (One Hundred Million Naira),
divided into shares of N1 (One Naira) each.

(2) The value of the Company will be determined via

a discounted cashflow method to determine the Net
Present Value of the moribund assets owned by the
Federal Government of Nigeria via the defunct
Nigeria Mineral Corporation (NMC) and the
defunct Nigeria Coal Corporation, which are under
the custody of any ministry, department or agency
of the Federal Government of Nigeria.

(3) The Federal Government shall invest in the

Company through the Ministry of Finance
Incorporated, and its share allotment will be no
more than 50% of the determined Net Present
Value of the Mining moribund assets. Out of the
50% shares held by the Ministry of Finance
Incorporated, 25% is to be held in trust for such a
time when the company will go public via an initial
public offer.

(4) 50% of the shares of the Company shall be allotted

to private investors whose equity contributions will
be made via outright payment for share capital to
the tune of 50% of the determined Net Present
Value of the Company. PROVIDED always that no
 single private investor shall hold more than 10%
equity in the Company.

Part II- GOVERNANCE OF THE COMPANY

4 (1) The affairs of the Company shall be managed by Board of Directors
a Board of Directors (hereinafter referred to as
"the Board").
(2) The Board shall consist of the following
members:
(a) A non-executive Chairperson;
(b) Managing Director of the Company;
(c) Two Executive Directors;
(d) Three non-Executive Directors of which not
less than two shall be women, who are
knowledgeable in Mineral Economics, Law,
Mining Engineering, Finance, Earth science
or Geosciences and have cognate experience
of not less than 15 years;
(3) Executive Directors shall be appointed for a term
of 5 years and may be reappointed for another
period of 5 years and no more.
(4) Non- Executive directors shall be appointed for a
term of 5 years and no more.
(5) A person shall not be qualified to be appointed a
director of the company if such a person is
disqualified from being appointed a director
under the Companies and Allied Matters Act
(CAMA) 2020 or any other law.
(6) A person shall cease to be a director of the
company if-
a. he resigns his appointment by giving to the
Board one month notice in writing of his
intention to resign;
b. by reason of the occurrence of a fact that
disqualifies him under this section after his
appointment;
c. his professional license to practice is
withdrawn or cancelled;
d. he is convicted of an offence involving fraud
or dishonesty;
 e. he is adjudged to be bankrupt within
the meaning of Nigerian Law on bankruptcy

(7) The remuneration, and allowances of the

directors of the Board shall be fixed and paid by
the Company in consultation with the Salaries
and Wages Commission.

(8) The meetings and Proceedings of the Board of

Directors shall be conducted in accordance with
the provisions of the First Schedule to this Bill.
5 Powers of the Board
(1) The Board shall have power to-

(a) ensure the proper and effective performance

of the functions of the Company;

(b) approve and ratify the policies of the

Company;

(c) oversee the management, control and

administration of the assets of the Company in
a manner and for purposes that promote the
object and purpose of the Company;

(d) receive any gifts, grants, donations or

endowments made to the Company;

(e) determine the provisions to be made for

capital and recurrent expenditure, and for the
reserves of the Company;

(f) open bank accounts for the funds of the

Company;

(2) The Board may, by resolution either generally or

in any particular case, delegate to any committee
of the Board or to any member, officer, employee
or agent of the Company, the exercise of any of
the powers, or the performance of any of the
functions or duties of the Board under this article.

(3) Any power, the performance of any of the

functions or duties of the Board so delegated,
 shall not relieve the Board of the ultimate
responsibility for the performance of the
delegated function.
6 Disclosure of Interest
(1) A member of the Board who has vested interest
in a matter for consideration by the Board shall:

(a) disclose the nature of that interest and the

disclosure shall form part of the record of the
consideration of the matter, and

(b) not participate in the deliberations in respect

of that matter.

(2) A member ceases to be a member of the Board if

that member has a vested interest in a matter
before the Board, and

(a) fails to disclose that interest; or

(b) participates in the deliberations of the Board

in respect of the matter.
7 Board Committees
(1) The Committees of the Board shall consist of
members of the Board or of members and non-
members of the Board who are to perform a
function or deal with such matters as the Board
may direct.

(a) A Committee of the Board shall be chaired

by a member of the Board

(b) The Company may appoint such other staff,

who shall be pensionable, for the proper and
efficient performance of the function of the
Company and-

(i) shall pay its staff such remuneration,

allowances, and other benefits as may be
fixed by the Board consistent with best
practice and the mission of the Company
to develop the mining sector.

(ii) may subject to the approval of the

 Board, make rules relating generally to
the Conditions of Service of staff of the
Company, the rules may provide for-

a. the appointment and disciplinary

control of all employees of the
company.

(2) appeals by the staff against dismissal or other

disciplinary measures.
8 Managing Director,
(1) There shall be for the Company, a Managing Executive Directors and other
Director and two other executive Directors who Staff
shall be appointed by the President on the
recommendation of the Minister in accordance
with provisions of this Article of Association.

(2) A person shall be qualified to be appointed as

Managing Director if-

(a) he holds a degree in earth science, geosciences,

engineering, economics, business
administration, law from a recognized
university;

(b) he has at least not less than 15 years relevant

professional and management experience in
public or private sector;

(c) he is a duly registered member of his

professional body;

(d) he has not been convicted of any crime

involving fraud, dishonesty, drugs, money
laundering or terrorism or standing trial in any
court of law or tribunal having jurisdiction for
any of these offences.

(3) The remuneration, salary, wages and allowances

of the directors shall be as provided in their letters
of appointment

(4) The Managing Director shall be-

(a) the Chief Executive Officer responsible for
 the execution of the policies formulated by
the Board and the day-to-day
administration of the Company and
answerable to the company;
(b) the accounting officer of the Company;
(c) be in-charge of the organization and control
of the staff or employees of the Company;
and implement the company policies and
decisions of the Board; and
(d) any other functions as may be delegated or
directed by the Board

(5) The Board may by simple majority and in

consultation with the minister recommend the
removal of the Managing Director from office on
the following grounds-

(a) he is adjudged incompetent by the findings of

Committee set up by the Board;

(b) he is found of gross misconduct;

(c) he is convicted of criminal offence;

(d) he is of unsound mind;

(e) he is charged with an offence bordering on

dishonesty, fraud;

(f) a Committee of the Board found him of gross

violation of the Company’s policy, rules,
guidelines; and

(g) for violation of any law in his capacity as

chief executive as may be provided in a law.

(6) Where the Board is to consider the removal of the

Managing Director or any other Director, he shall
be accorded the right of fair hearing as provided
by the Constitution to which he has to be given
full particulars of the allegations and within
reasonable time to make representation on the
allegation.
 (7) The Board may appoint or designate any of the
Executive Directors to act in the office of the
Managing Director until a decision has been
taken finally on the matter.

(8) Where a vacancy has occurred in the office of the

Managing Director by reason of removal,
expiration of tenure, death, the Board through its
chairperson shall inform the Minister to forward
his recommendation to the president for
appointment into that office.

9 Company Secretary
(1) The Board shall appoint for the Company, a
Secretary on such terms, conditions and
remunerations as may be specified in his letter of
appointment.

(2) The Secretary shall be a legal Practitioner

qualified for a period not less than 10 years.

(3) The Secretary shall serve as Board Secretary.

(4) The Secretary shall be responsible for-

(a) Issuing notices of board meetings;

(b) Keeping records of the proceedings of all

board meetings;

(c) Administer and discharge all insurance

requirements of the Company;

(d) Carrying out other duties as the Managing

Director or the Board may, from time to time
be directed;

(e) Be Secretary to Management and

Management Committees
10 Staff of the Company
(1) The Company may appoint such other staff, who
shall be pensionable, for the proper and efficient
performance of the function of the Company and-

(a) shall pay its staff such remuneration,

allowances, and other benefits as may be
fixed by the Salaries and Wages Commission
consistent with best practice and the mission
of the Company to develop the mining sector.

(b) may subject to the approval of the Board,

make rules relating generally to the
Conditions of Service of staff of the
Company, the rules may provide for-

(i) the appointment and disciplinary control

of all employees of the company.

(ii) appeals by the staff against dismissal or

other disciplinary measures.

(c) The company shall ensure that rules relating

to conditions of service on the appointment
and disciplinary control of all employees of
the company and appeals by the staff against
dismissal or other disciplinary measures are
brought to the notice of such affected persons
in such manner as it may from time to time
determine.

(2) The Board may deploy or appoint for the

Company other employees, upon such terms and
conditions as may be determined by the Board.
Part III FINANCIAL PROVISIONS

11 (1) The Company’s operations shall be funded Expenditure of the Company

through debt, equity and a hybrid of both as
determined by the Board.
12 (1) The Company shall keep proper accounts and Keeping of records
proper records in relation thereto and shall
prepare in respect of each financial year a
statement of accounts in such form as the Board
may direct, being a form, which shall conform
with international financial reporting standards.
(2) The Company shall as soon as may be after the
end of the financial year to which the accounts
relate cause its accounts to be audited by Auditor
General of the Federation.
(3) The auditors shall on the completion of the audit
of the accounts of the Company for each financial
year prepare and submit to the Company the
following two reports, that is to say-
(a) a general report setting out the observations
and recommendations of the auditors on the
financial affairs of the Company generally
for that year and on any important matters
which the auditors may consider necessary to
bring to the notice of the Company; and
(b) a detailed report containing the observations
and recommendations of the auditors in
detail on all aspects of the operations of the
Company for that year.
13 The Company shall prepare and submit to the Board Annual Report
not later than 90 (ninety) days following the close of a
financial year, a report on the activities of the
Company during the immediately preceding financial
year, and shall include in the report a copy of the
audited accounts of the Company for that year and of
the reports mentioned in subclause (3) of clause 5 of
this Bill

Part IV- MISCELLANEOUS PROVISIONS

14 (1) A suit shall not lie or be instituted in any court or Legal Proceedings
 tribunal against the Company or any of its
directors or employees who acted in their official
capacity unless it is commenced within 3
months–
(a) after the act, neglect or default complained of,
and
(b) in the case of a continuous damage or injury,
within 3 months of cessation of the act or
injury.
(2) A suit shall not be commenced against a member
of the Board or any officer, employee of the
Board before the expiration of a period of one
month after written notice of intention to
commence the action or suit shall have been
given and physically served on the Company by
the intending plaintiff or his legal practitioner.
(3) the notice referred to in subsection (2) above of
this section shall clearly state the following-
(a) cause of action;
(b) particulars of claim including copies of
documents intended to be relied upon;
(c) name and place of abode of the intending
plaintiff; and
(d) relief or reliefs sought.
(4) The notice in section 6 (2) of this act, summons
or any other document intended to be served on
the company under the provisions or rules of any
law may be served by delivering same to-
(a) The Managing Director; or
(b) the Secretary of the Board at the principal
office of the Company.
15 (1) Where in the exercise of any function under this Protection of certain rights
Bill certain rights are affected, the provisions of
this Bill shall not be construed so as to exclude-
(a) the payment of compensation in respect of
any loss or damage that may have been
suffered in consequence of the operation of
 the provisions of this Bill;
(b) the determination of any right or interest in
any property acquired or possessed by the
Company and the amount of compensation
payable pursuant to this section by any court
of competent jurisdiction.
16 (1) By virtue of this Bill, there shall be vested in the Savings and
Company, without any further assurance all transitional provisions
assets, funds, resources and other movable or
immovable property which immediately before
the commencement of this Bill, were vested in the
Nigeria Mining Corporation and the Nigeria Coal
Corporation dissolved by this Bill.
(2) As from the commencement of this Bill,
(a) the rights, interests, obligations and liabilities
of the defunct Nigeria Mining Corporation
and the Nigerian Coal Corporation existing
immediately before the appointed day under
any contract or instrument, or at law or in
equity apart from any contract or instrument,
shall by virtue of this Act be assigned to and
vested in the Company;
(b) any such contract or instrument as is
mentioned in paragraph (a) of this clause shall
be of the same force and effect against or in
favour of the Company and shall be
enforceable as fully and effectively as if
instead of the old Nigeria Mining Corporation
or the old Nigeria Coal Corporation, the
Company had been named therein or had
been a party thereto; and

(c) the Company shall be subject to all the

obligations and liabilities to which the old
Nigeria Mining Corporation or the old
Nigeria Coal Corporation was subject
immediately before the commencement of
this Bill, and all other persons shall as from
 the appointed day have the same rights,
powers and remedies against the Company as
they had against the old Nigeria Mining
Corporation or the old Nigeria Coal
Corporation immediately before the
commencement of this Bill.
(3) Any proceeding or cause of action pending or
existing immediately before the commencement
of this Bill by or against the old Nigeria Mining
Corporation or the old Nigeria Coal Corporation
in respect of any right, interest, obligation or
liability of the old Nigeria Mining Corporation or
the old Nigeria Coal Corporation may be
commenced, continued or enforced by or against
the Company as if this Act had not been made.
17 The Nigeria Mining Corporation Act No 39 of 1972 is Repeal of Nigeria
hereby repealed. Mining Corporation Act
18 In this Act, unless the context otherwise requires: Interpretation

"Company" means the Nigeria Solid Mineral

DevelopmentCompany established under this Bill;
“Old Corporation” means the Nigeria Mining
Corporation established under the repealed Nigeria
Mining Corporation Act.
"Minister" means the Minister charged with the
responsibility for Minesand Steel Development;
"Mining industry" means the industry involved in
the exploration, exploitation, and processing of
mineral resources.

"Board" means the Board of Directors of the Nigeria

Solid Mineral Development Company;

"Financial institution" means any bank or other

financial institution duly licensed by the Central Bank
of Nigeria;

"Minerals" means all minerals or substances in solid,

liquid, or gaseous form occurring naturally in Nigeria,
 including precious stones, metals, and energy
minerals;

"Revenue" means all income obtained from the mining

industry, whether in the form of royalties, fees,
licenses, taxes, or other sources.
19 This Bill may be cited as the Nigeria Solid Mineral Citation
Development Company (establishment) Bill, 2023
 FIRST SCHEDULE

[Section 4 (8).]
Supplementary provisions relating to the Company, etc. Proceedings
1. Subject to this Bill and section 27 of the Interpretation Act (which provides for decisions
of a statutory body to be taken by majority of its members and for the chairman to have a second
or casting vote), the Company may make standing orders regulating the proceedings of the
Company or any committee thereof.

[Cap. 123. 1977 No. 34.]

2. Every meeting of the Company shall be presided over by the chairman or, if the chair-
man is unable to attend a particular meeting, the members present at the meeting shall elect one of
their number to preside at the meeting.

3. The quorum at a meeting of the Company shall consist of the chairman (or, in an
appropriate case, the person presiding at the meeting pursuant to paragraph 2 of this Schedule) and
four other members.

4. Except as otherwise provided in this Bill and in the Articles of Association, no member of
the Company shall be entitled to appoint a person to represent him at a meeting.

5. Where standing orders made pursuant to paragraph 1 of this Schedule provide for a
committee of the Company to consist of or co-opt persons who are not members of the Company,
the committee may advise the Company on any matter referred to it by the Company, but members
of the committee who are not members of the Company shall be entitled to vote at a meeting of
the committee.

Miscellaneous

6. The fixing of the seal of the Company shall be authenticated by the signature of the
chairperson and the Managing Director of the Company, in the absence of the chairperson, the
Managing Director shall nominate one person amongst the non-Executive Directors.

7. 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 Company by any
person generally or specially authorised to act for that purpose by the Company.
8. Any document purporting to be a contract, instrument or other document duly signed or
sealed on behalf of the Company shall be received in evidence and, unless the contrary is proved,
be presumed without further proof to have been so signed or sealed.

9. The validity of any proceedings of the Company or a committee thereof shall not be
affected-

(a) by any vacancy in the membership of the Company; or

(b) by any defect in the appointment of a member of the Company or committee.