THE TENURE OF DIRECTORS OF PUBLIC COMPANIES IN NIGERIA: WHO SHOULD REGULATE, THE CORPORATE AFFAIRS COMMISSION OR THE SECURITIES AND EXCHANGE COMMISSION?

Abstract

Companies Directors are, no doubt, central to the policy formulation and overall management of a company. They are seen as the controlling mind of the artificial legal entity called a company. The significance of their central role in the life of a company accounts for the fiduciary status imposed on them by law. The Companies and Allied Matters Act is the principal statute regulating the formation, management and winding up of companies in Nigeria. The Act made provisions, among other things, relating to the determination of the tenure of office of Directors of Companies in Nigeria. The Code of Corporate Governance issued by the Securities and Exchange Commission, in 2011, pursuant to the Investment and Securities Act, among several innovative and far reaching provisions, equally seek to regulate the tenure of office of Directors of public companies. This paper seeks to examine both provisions relating to the tenure of Directors in Nigeria and properly resolve the obvious conflict in their provisions. This is imperative as the prevailing multiplicity of the provisions relating to tenure of directors can only result in chaos and anarchy.