LEGAL FRAMEWORK FOR CORPORATE GOVERNANCE IN NIGERIA

Abstract

Corporate Governance issues are as old as companies themselves but despite this, the phrase 'corporate governance' is somewhat malleable. Almost every writer/author offers a different view to what the phrase means to the writer/author concerned. To this writer, Corporate Governance generally refers to how a company is run. This includes not only how a company is directed and controlled but also how it is performing, how that performance can be enhanced and how the company should account to interested parties such as the shareholders.

The Board of Directors is responsible for the governance of the company. The Shareholders' role in governance is to appoint the Directors and the Auditors and to satisfy themselves that an appropriate governance structure is in place.

The responsibilities of the Board include setting the company's strategic aims, providing the leadership to put them into effect, supervising the management of the business and reporting to the Shareholders on their stewardship. The Board's functions also include ensuring the integrity of financial controls and report and also ensuring that ethical standards are maintained and that the corporation complies with the laws. The Board engages the services of Managers to run the day to day affairs of the company. It is therefore the responsibility of management to run the business of the company, while the Board ensures that the company is properly managed. Consequently, rules and regulations are made to ensure sound corporate governance for the entity.

This paper therefore, seeks to discuss the legal framework for Corporate Governance in Nigeria in terms of whether the governance mechanisms are adequate in the face of changes and challenges and what can be done to enhance the situation and remedies that can be sought against wrong doers.