19/08/2026
Let me tell you The people behind the numbers, the leadership changes, the governance structure, and the risks every investor should understand
As your Financial Literacy Advocate...
Let me explain this better with a Simple Story in a way that even Mama Ngozi that sells Tomatoes in the Village will understand.
One morning, Mama Ngozi travelled to another village.
Before leaving, she told her eldest son:
"Take care of the Tomatoes business for me."
Her son agreed.
But Mama Ngozi did not simply hand him the keys and disappear.
She did something very important.
She put other trusted people around him.
One person watched the money.
Another watched the workers.
Another checked the tomatoes.
Another checked whether the business was following the rules.
And Mama Ngozi still asked questions.
Why?
Because owning a business is not the same thing as running a business.
And running a business is not the same thing as supervising the person running it.
This simple difference is what we called corporate governance.
And it is extremely important when we are analysing NGX Group.
So, IKING... Who Runs NGX Group?
Oya Relax...
Let me make it very simple.
There are basically two levels.
1: The Board:
The Board is like the elders of Mama Ngozi's market.
They don't necessarily wake up every morning to sell tomatoes.
Their job is to decide:
"Where should this business be going?"
They approve strategy.
They supervise management.
They monitor risks.
They oversee financial performance.
They make sure management is accountable.
2: Management:
Management is like the people Mama Ngozi actually puts in the market every day to run the business.
They handle the day-to-day work.
At NGX Group, the Group Managing Director/CEO is responsible for the day-to-day running of the Group, supported by the Management Committee.
The Board remains responsible for overall oversight, strategy and governance.
That distinction is very important.
Let me tell you a Secret...
The Board doesn't run every transaction.
The Management does.
But the Board must make sure management is doing the right thing.
Let's Go Back to 2022
Because....
This is where the NGX story becomes interesting.
In 2022, NGX Group had an eight-member Board.
It consisted of:
The Chairman
The GMD/CEO
Two Independent Non-Executive Directors
Four Non-Executive Directors.
But there was something else happening.
The company was still completing its transition from the old Nigerian Stock Exchange structure.
Some of the directors were transiting Council Members from the old structure.
The transition period following demutualisation (which I explained in my previous analysis) was originally 18 months and expired on 31 August 2022, although shareholders approved an extension until the next AGM or conclusion of the post-transition arrangements, whichever came earlier.
I know many of you don't understand the grammar 😂.
But...
Think about Mama Ngozi again.
Imagine she has just converted her old village market into a proper company.
Would she immediately send everybody who managed the old market away?
Probably not.
There has to be a transition.
People who understand the old business have to help the new structure settle down.
That is essentially what was happening.
Then Came 2023
This was a major year for NGX Group.
The company moved into a new phase of leadership and governance.
When I was analysing Their 2023 Annual Report, it shows that the Board had expanded to 10 members:
1 Chairman
1 GMD/CEO
4 Independent Non-Executive Directors
4 Non-Executive Directors.
And there was a very important leadership change.
Oscar Onyema's Era Was Coming To An End.
Oscar N. Onyema had been a major figure in the Nigerian exchange ecosystem.
But in 2023, NGX Group began the transition to a new Group Managing Director/CEO.
That person was:
Temi Popoola
Their 2023 Annual Report tells me that Mr. Temi Popoola with just one month of service on the Board at year-end, reflecting his recent appointment at the time.
This was not simply changing one person's name on a document.
No.
It represented a new chapter for NGX Group.
But IKING....
Why Does NGX GROUP Leadership Matter?
Imagine Mama Ngozi has been running her tomato business for 30 years.
She knows everything.
But the market is changing.
Customers now want:
Online ordering.
Digital payment.
Faster delivery.
Better storage.
Better record keeping.
If Mama Ngozi continues doing business exactly the way she did 30 years ago...
She may eventually lose customers.
So she brings in someone who understands the new world.
That person may not have been there 30 years ago.
But he may know how to take the business into the next 30 years.
This is why leadership changes matter.
Not because the new person is automatically better.
But because investors need to ask:
What is the new management trying to build?
So IKING...
What Happened After Temi Popoola Came In?
Let me Go deeper...
One of the things I find interesting is that NGX Group did not immediately experience another major Board reshuffle.
According to their 2024 Annual Report, there were no significant changes to the Board composition during 2024.
The Board remained at 10 members, with the same basic structure of one Chairman, the GMD/CEO, four Independent Non-Executive Directors and four Non-Executive Directors.
And the same stability continued in 2025.
The 2025 Annual Report states that there were no changes to the Board composition in 2025.
That gives me an interesting picture about the NGX Group.
2022
Transition.
2023
Major leadership and Board changes.
2024
Stability.
2025
More stability.
That doesn't automatically mean everything is perfect.
But it does mean the company moved from a transition period into a more settled governance structure.
But IKING..... What Does the Board Actually Do?
This is where corporate governance becomes important.
Imagine Mama Ngozi has four trusted people helping her.
One watches the money.
One watches the workers.
One checks the business strategy.
One checks whether the business is following the rules.
That is roughly how Board committees work.
NGX Group has several Board committees that help the Board do its job.
1: The Governance & Remuneration Committee
I know that The name sounds complicated.
But let me simplify it.
This committee looks at things like:
Board appointments.
Management performance.
Staff incentives.
Governance policies.
Leadership succession.
In 2023, the committee oversaw the appointment of new directors following the expiration of the transition arrangements and also reviewed the CEO's performance and succession.
It also reviewed the Employee Share Purchase Plan and Employee Deferred Bonus Plan.
But IKING...
Why does that matter?
Because employees who own shares can sometimes think more like owners.
If Mama Ngozi gives her best workers a small part of the business...
Those workers may care more about the business succeeding.
2: The Risk & Audit Committee
Now imagine Mama Ngozi tells one person:
"Check whether my accounts are correct."
That person checks the numbers.
Another person checks whether the business has enough controls.
Another checks the risks.
That is broadly what an audit and risk committee does.
In 2023, NGX Group's Board Risk and Audit Committee reviewed areas including:
Enterprise risk management.
Regulatory compliance.
Internal audit.
Internal controls.
Financial reporting.
Sustainability.
They also reviewed risk reports covering information security, business continuity, internal controls and investment risk.
That is important for NGX.
Why?
Because NGX is not selling tomatoes like Mama Ngozi.
They are operating critical financial-market infrastructure.
And.
If the technology fails...
If cybersecurity fails...
If market systems fail...
The consequences can be much bigger than a normal shop losing one day's sales.
3: The Strategy, Finance & Investment Committee
This one is also very important.
And their job includes looking at:
Strategy.
Capital allocation.
Investments.
Budgets.
Financial performance.
In 2022, the committee considered NGX Group's revised investment policy, proposed capital-raising transaction, intra-group allocation of assets and the Group's budget.
In simple English:
They are asking:
"Where should the company put its money?"
That's a very important question.
Because making money is one thing.
But Knowing where to put the money is another.
And Here's Something I Like Seeing....
The NGX Group 2024 Annual Report shows that the Board met regularly, with all ten listed Board members marked as present across the eight Board meetings recorded for the year.
The 2025 report similarly records all ten Board members as present across the eight Board meetings listed for that year.
Please note....
That doesn't prove that the Board is perfect.
Because....
Attendance alone cannot tell us whether directors are making good decisions.
But it does show that the Board was actively participating in the formal governance process.
Now as an Investment Strategist myself....
Let's Talk About Strategy
This is where things become even more interesting.
NGX Group says it wants to play a bigger role in Nigeria's financial markets through:
Technology.
Business innovation.
Market development.
Product development.
Stronger investor participation.
Their 2025 Annual Report describes NGX Group as a capital market holding company with interests in Nigerian Exchange Limited, NGX Regulation Limited and NGX Real Estate, while also highlighting significant interests in CSCS and NG Clearing.
So the company isn't simply saying:
"Let's make more money from people buying and selling shares."
They are trying to build a broader financial-market infrastructure business.
That distinction matters.
And The Strategy Is Still Evolving
In March 2026, NGX Group announced the appointment of Jumoke Olaniyan as Group Chief Strategy Officer.
The company said the role would focus on areas including:
Strategy ex*****on.
Market liquidity.
Product innovation.
Investor participation.
Long-term stakeholder value.
Digital transformation.
Market development.
This tells us something....
The company is still actively building its next phase.
Now Let's Talk About Risk..
This is where I want us to be very careful.
Because...
A good analyst doesn't only ask:
"How much profit did the company make?"
He also asks:
"What can go wrong?"
Based on my Personal Analysis....
Here is the Risk Associated with NGX Group.
Risk Number 1:
Market Activity....
Remember where a large part of NGX Group's revenue comes from.
Transaction fees.
If investors trade more...
NGX can earn more.
But what happens if trading activity falls sharply?
Revenue can be affected.
This means part of the business is connected to the health and activity of Nigeria's capital market.
That's an important risk to monitor.
Risk Number 2:
Technology and Cybersecurity
Imagine Mama Ngozi's entire market suddenly loses electricity.
No lights.
No electronic payment.
No communication.
Business slows down.
Now imagine the same thing happening to a modern financial market.
The impact can be much bigger.
The NGX therefore has to continuously invest in:
Technology.
Cybersecurity.
Business continuity.
Infrastructure.
Now... let me tell you the truth...
The company's own governance reports specifically identify information security and business continuity as areas within its risk-management reporting.
Risk Number 3:
Regulation
The capital market is highly regulated.
NGX Group operates in an industry where regulatory rules can affect:
How markets operate.
Capital requirements.
Products.
Reporting.
Technology.
Trading.
Corporate governance.
That means management must always stay ahead of regulatory changes.
Risk Number 4:
Investee Companies
Remember in Part 2?
Of this Analysis, I told you that NGX Group also makes money from companies it has invested in.
That's good when those companies perform well.
But it also creates another risk.
If an important investee performs badly...
NGX Group's share of that company's profit can fall.
This is why investors should not only analyse NGX Group itself.
They should also understand the important businesses in its investment portfolio.
HERE ARE FACTS ABOUT NGX GROUP
2022: NGX Group was still completing the post-demutualisation transition, with an eight-member Board and transiting Council Members.
2023: The Board expanded to 10 members and the company entered a new leadership phase, with Temi Popoola becoming GMD/CEO.
2024: There were no significant changes to Board composition.
2025: Again, there were no changes to Board composition.
2026: The company strengthened its strategic leadership with the appointment of a Group Chief Strategy Officer.
HERE IS MY PERSONAL ANALYSIS:
When I put these pieces together, I see a company that went through three broad stages.
Stage 1: Transition
The company was still moving away from the old Nigerian Stock Exchange structure.
Stage 2: Reorganisation
The Board and leadership structure changed significantly.
Stage 3: Ex*****on
The leadership structure became more stable while the company continued focusing on technology, market development, investments and expansion.
That is an important story.
Because a company doesn't become a modern financial-market group overnight.
It has to go through transition first.
Then structure.
Then ex*****on.
MY PERSONAL OPINION:
And This is one area I will continue watching closely.
Not because I believe the management is automatically good or bad.
But because strategy only matters when management can execute it.
NGX Group has ambitious plans around technology, market development, liquidity, investor participation and diversification.
Now the important question becomes:
Can management turn those plans into sustainable revenue, profit and cash flow?
And...
The NGX Group financial statements from 2024, 2025 and 2026 are beginning to give us clues.
But we need several more years of evidence before we can confidently judge the full success of the strategy.
And that...
is exactly why I am not rushing this analysis.
In Part 7...
We are going to do something very interesting.
We're going back to 2021.
The year NGX Group became a publicly traded company.
I will follow the money from 2021 to 2022 to 2023 to 2024 to 2025 to 2026.
And I will build a simple financial timeline showing:
Revenue to Profit to Assets to Equity to Dividends
And I will also answer the question:
"Since demutualisation, has NGX Group actually become a better business?"
That's where the numbers will really begin to tell us the story.
My name is Iking Ferry
I'm on a mission to build 10 million financially free Nigerians and Africans through Fokona with the right knowledge.
This post is for educational purposes only and should not be interpreted as investment advice.
