By
Prof Samuel E. Ojogbo, Dr. Edewor T. Omonemu
Abstract
The company serves as the main vehicle for driving economic growth. However, the company, as an economic entity, is managed and controlled by human actors. The corporate board manages the company for the benefit of shareholders. This divergence of ownership and management creates agency conflicts that corporate governance rules seek to solve. Nigeria’s corporate legal/regulatory architecture has undergone several reviews. The latest include the NCCG 2018 and the CAMA enacted in 2020. This article investigates Nigeria’s corporate legal/regulatory architecture and compares it with that of the UK to assess its efficiency. This investigation identifies the primacy of corporate disclosure rules to corporate governance and finds gaps in Nigeria’s corporate disclosure rules. To improve Nigeria’s corporate governance, the paper suggests improvements in Nigeria’s corporate disclosure rules including a link between NCCG rules and the CAMA, and a regime of criminal sanctions for non-compliance with disclosure rules.