This is an excerpt on the current Petroleum Industry Bill, still at the National Assembly..more details in www.africaoilgasreport.com

221 (1) With effect from the commencement of this Act, the interests held by the Nigerian National Petroleum Corporation in respect of the joint ventures for the exploration and production of petroleum in Nigeria, shall be vested in the National Oil Company.
(2) Within twelve months from the commencement of this Act, each joint venture for the exploration and production of petroleum in Nigeria shall be incorporated as a limited liability company
(3) Each joint venture company shall be owned by the parties to the existing joint ventures, in proportion to their existing participating interests, with the exception of the participating interests held by the Nigerian National Petroleum Corporation, which shall hence forth he held h the National Oil Company.
(4) Terms and conditions of each incorporated joint venture shall be agreed upon by the parties.
Objective
222. The objective for the incorporation of joint ventures is to create an independent entity, capable of being financially self-sufficient.
The Board
223. Subject to the provisions of this and other relevant laws of the State, each incorporated joint venture shall be guaranteed the authority and resources to fulfill their duties in a professional and objective manner without interference.
Composition of the Board
224. (1) The Board of an incorporated joint venture shall consist of Nigerians and nationals of other countries:
(a) who have distinguished themselves in their various capacities
(b) who have unblemished records of honesty and integrity and
(c) who will be able to exercise independence and objectivity with respect to the affairs of the incorporated joint venture.
Board Committees
225. (1) Members of the Board shall within the first three months develop a formal and transparent board nomination and selection process for the committees of the Board.
(2) Further to subsection (1) of this section, the mandate, composition and working procedures of committees of the Board shall be well defined and disclosed by the Board to the National Oil Company, other stakeholders and shareholders.
(3)Where possible, the Boards shall assign non-executive board members capable of’ exercising independent judgement to tasks where there is a potential for conflict of interest, including but not limited to
(a) ensuring the integrity of financial and non-financial reporting.
(h) nominations of board members and key executives, and
(c) board remuneration.
226. Board members shall discharge their responsibilities in accordance with the best standards, practices and principles of corporate governance and their actions shall be transparent and fully explained to affected stakeholders in the industry and where necessary, to the general public.
Responsibilities of the Board
227. The Board of an incorporated joint venture shall at all times:
(a) be responsible for the strategic guidance of the incorporated joint venture in question in accordance with the guidelines established by the shareholders and the effective monitoring of the National Oil Company’s management by the board;
(b) be accountable to the National Oil Company, other shareholders and the Nigerian public;
(c) act in good faith and on a fully informed basis, and exercise due diligence and care in the best interests of the National Oil Company, the shareholders and the sustainable development of Nigeria;
(d) While recognizing that Board decisions may affect the various shareholders and stakeholders differently, endeavour to treat different shareholders and stakeholders fairly and equally, as the case may be.
(e) Apply high ethical standards in performing its duties to the National Oil Company, taking into account the interests of its stakeholders.
Functions of the Board
228. The functions of the Board of an incorporated joint venture shall include:
(a) reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets and business plans; setting performance objectives; monitoring implementation and corporate performance; and overseeing major capital expenditures, acquisitions and divestitures.
(b) Monitoring the effectiveness of the National Oil Company’s governance practices and making changes as needed.
(c) Selecting, compensating, monitoring and when necessary. Replacing key management executives and overseeing succession planning.
(d) Aligning key executive and board remuneration with the longer term interests of the National Oil Company, and other shareholders and stakeholders in the petroleum industry.