Corporate Governance under the Nigerian Company Law


Dorothy U. Umoatan

Department of Private and Commercial Law,

University of Uyo.



Corporate Governance is the process and structure used to direct and manage the business and affairs of a company towards enhancing business prosperity and corporate accountability with the ultimate objective of realizing long-term shareholder value, whilst taking into account the interests of other stakeholders. Under the Companies and Allied Matters Act 1990, (The principal legislation on Company Law in Nigeria) there are two principal organs of the company, to wit; the General Meeting and the Board of Directors. The General Meeting is the Shareholders acting in a properly convened meeting. The Board of Directors is given exclusive powers to manage the company. This paper seeks to examine whether the Companies and Allied Matters Act 1990 has provided for Corporate Governance to be able to protect the interest of other stakeholders.  In fact it has been found out that despite the provisions of the Companies and Allied Matters Act in relation to shareholders, there have been increasing incidences of abuses by directors and holders of managerial posts.  Suggestions are proffered in that direction.



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