AN ASSESSMENT OF THE STATUTORY DUTIES, MANAGERIAL POWERS AND RESPONSIBILITIES OF COMPANY DIRECTORS

NWANANA, AMARACHUKWU SYLVIA (2026) AN ASSESSMENT OF THE STATUTORY DUTIES, MANAGERIAL POWERS AND RESPONSIBILITIES OF COMPANY DIRECTORS. Other thesis, Godfrey Okoye University, Enugu.

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Abstract

This study discusses the legal obligations and the management functions and responsibilities of directors in Nigeria within the context of the extant provisions of the Companies and Allied Matters Act, 2020. The legal historical development of the law of directors in Nigeria dating back to the pre-colonial, colonial and post-colonial periods are examined in order to understand the trends of the common law, fiduciary and the soft law of the international best practice that have been influencing the pattern of developments of the legal obligations of directors in Nigeria. The study explains the existing legal obligations of the directors including the obligations to act in good faith, to act with reasonable care and skill, to avoid a conflict of interest, and to promote the success of the company, and distinguish them from the existing management functions and responsibilities of the directors, which include monitoring the operations of the company managing risks and ensuring that the company complies with the applicable laws. The study reviews the problems militating against the existing legal framework which include the absence of an effective enforcement mechanism; the factors of patronage and corruption; the multiplicity of the regulations and the absence of diversity and independence in the board of directors, which have caused various corporate failures. The study uses the doctrinal research method to examine the relevant primary legal sources including the statutes and case law. It also considers the relevant secondary sources and comparative analysis with the jurisdictions of the United Kingdom; United States and South Africa. Findings reveal gaps in enforcement, institutional capacity, and stakeholder protection, leading to recommendations for reforms: harmonizing governance codes, introducing a statutory business judgment rule, enhancing sanctions and disqualification regimes, promoting board diversity, and adopting Environmental social and Governance (ESG) reporting aligned with Organisation for Economic Co-operation Development (OECD) principles. Ultimately, the study advocates for strengthened accountability to foster ethical corporate governance, investor confidence, and economic growth in Nigeria.

Item Type: Thesis (Other)
Subjects: K Law > K Law (General)
Divisions: Faculty of Law, Arts and Social Sciences > School of Law
Depositing User: COMFORT AJALA
Date Deposited: 24 Jul 2026 13:03
Last Modified: 24 Jul 2026 13:03
URI: http://eprints.gouni.edu.ng/id/eprint/5976

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