RWANDA Trends and Developments Contributed by: Molly Rwigamba, Happy Mukama, Dominic Ococ and Erick Mugisha, RR Associates
Introduction In Rwanda, corporate governance has developed significantly since the country’s reconstruction after 1994. Legal and regulatory reforms across key sec - tors have contributed to a structured governance environment that reflects international standards while responding to local conditions. Considering that the services sector, especially the financial sector, is the greatest contributor to GDP, the government has put emphasis on the organisation of the financial sector to ensure macroeconomic stability. One of the main cen - tres of focus is governance and the National Bank of Rwanda ensures adherence to corporate governance through Regulation Number 01/2018 of 24 January 2018 on corporate governance for banks. This paper examines three developments that are cur - rently shaping the financial sector of Rwanda in 2025 and 2026. The first is the introduction of mandatory environmental sustainability governance reporting. The second is the shortening of board terms to pro - mote dynamic and responsive corporate governance. The third relates to the governance and regulation of emerging technologies, including artificial intelligence, financial technology and digital assets. Together, these developments highlight the direction of govern - ance reform and the increasing expectations placed on financial institutions and their boards. An Overview of Corporate Governance in the Rwandan Financial Sector Corporate governance in Rwanda is based on statu - tory law, regulatory instruments, and codes of prac - tice that determine how companies are established, directed and supervised. Law Number 007/2021 of 5 February 2021 Governing Companies sets the legal foundation by assigning authority to the board of directors and defining their duties, including acting in good faith, exercising care and skill, and avoiding con - flicts of interest. The law also requires the separation of the roles of chairperson and chief executive officer, the establishment of an audit committee composed of primarily independent non-executive directors, and compliance with financial reporting, disclosure, and audit obligations. This framework is reinforced by the Capital Market Corporate Governance Code 2024, which applies to
listed companies and sets standards on board com - position, independence, and disclosure, including the requirement for regular board evaluations. In the financial sector, Regulation Number 01/2018 on Cor - porate Governance for Banks and Regulation Number 84/2024 on Corporate Governance, Risk Management and Internal Controls for insurers impose detailed requirements on board structure, committees, and the approval of directors and senior management by the National Bank of Rwanda subject to fit-and-proper approval by the National Bank of Rwanda. Environmental, Social and Governance (ESG) Reporting: From Voluntary Commitment to Mandatory Obligation Background and policy context on ESG reporting in Rwanda Whereas most companies incorporated ESG report - ing in their strategy as a measure of good corporate governance, there was no regulatory requirement for ESG reporting. However, the National Bank of Rwan - da introduced ESG mandatory reporting through its Guidelines Number 040/2024 of 25 November 2024 on the Disclosure and Reporting of Sustainability- Related Financial Information for Financial Institutions. Listed companies and issuers of securities were already required to disclose ESG information under the Capital Market Corporate Governance Code 2012, now replaced by the Capital Market Corpo - rate Governance Code 2024. In 2024, the obligation was extended to all financial institutions through the issuance of BNR Guidelines Number 040/2024 of 25 November 2024 on the Disclosure and Reporting of Sustainability-Related Financial Information for Finan - cial Institutions. These are supported by additional instruments, including the Rwanda Bankers Associa - tion ESG Guidelines for Banks (2024), which encour - age integration of ESG factors into governance, risk management, and lending practices, as well as dis - closure of ESG-related information in annual reports. Further support is provided through the Rwanda Stock Exchange ESG Reporting Guidelines, which set out a structured framework for sustainability disclosure aligned with the Global Reporting Initiative Stand - ards (GRI 2021), the Task Force on Climate-related Financial Disclosures (TCFD), and the International
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