Head of legal sub-saharan africa | Reckitt

Madonna Okpaleke
Head of legal sub-saharan africa | Reckitt
Team size:6
What role does corporate counsel play in strengthening corporate governance in light of Nigeria’s recent reforms and stakeholder expectations?
Corporate governance in Nigeria has continued to evolve, driven by reforms under CAMA 2020, increased regulatory scrutiny and rising expectations from investors and the public. In this environment, the role of in-house counsel goes well beyond interpreting legislation. We are often responsible for translating broad regulatory principles into day-to-day practices that leaders and teams can realistically apply. In practice, this means ensuring that governance is built into decision-making early rather than treated as an afterthought. Whether reviewing delegation frameworks, strengthening reporting lines or helping leaders assess the long-term implications of commercial decisions, corporate counsel plays a grounding role. We bring structure, clarity and consistency, particularly where regulatory change is moving faster than internal systems and processes.
Governance is also cultural. It is not achieved through policies alone but reinforced through
behaviour. Counsel often acts as the organisation’s conscience, encouraging transparency,
guiding ethical leadership and creating an environment where difficult issues can be raised and
addressed constructively. Ultimately, strong governance in Nigeria requires both legal
Knowledge and practical judgment, and the ability to align business objectives with regulatory
and stakeholder expectations in a way that builds long-term trust.
How is your legal team navigating Nigeria’s evolving regulatory compliance requirements, particularly under CAMA 2020, ISA 2025, and Central Bank directives?
Nigeria’s regulatory landscape has changed significantly in recent years, particularly following
CAMA 2020, developments under the ISA framework and increased oversight from financial
and sector-specific regulators. For a business operating across multiple markets, staying
Compliant requires more than monitoring laws; it requires building systems that can adapt
quickly. Our approach has been to develop a regulatory framework that brings clarity to the
business. We track developments across corporate governance, data privacy, financial
reporting, foreign-exchange controls and industry-specific requirements, and translate these
Into practical guidance that commercial, finance and regulatory teams can act on. The aim is
forcompliance to be embedded into how teams work, rather than something they react to when
deadlines arise. We also place strong emphasis on capability-building. Regulations will
Continue to evolve, but when teams understand why requirements exist and the risks they are
designed to address, compliancebecomes more intuitive.
How do you advise on cross-border transactions and foreign investment, given Nigeria’s complex regulatory and dispute resolution landscape?
Advising on cross-border transactions in Nigeria and across Africa requires a deliberate, risk-sensitive approach grounded in local regulatory and commercial realities. My team focuses early on de-risking the regulatory pathway by mapping foreign-exchange restrictions, licensing and sector-specific approvals, competition considerations and repatriation mechanics, as these often determine whether a transaction is viable in practice, not just on paper. We conduct regulatory due diligence upfront and work closely with finance and commercial teams to structure investments and partnerships that reflect approval timelines, currency constraints and enforcement risk. Contract design is a key area of focus, particularly around FX exposure, pricing flexibility, performance obligations and exit rights. In jurisdictions where enforcement can be unpredictable, we typically build in layered protections such as escalation and cure periods, arbitration in a neutral forum and clearly defined triggers for renegotiation or termination. Operating across multiple African jurisdictions also means navigating inconsistent regulatory regimes and evolving guidance. By combining multidisciplinary risk assessments with early regulator and stakeholder engagement, we are able to support transactions that are both compliant and commercially workable. Strong partner governance, clear decision rights and anti-corruption safeguards remain central to preventing disputes and ensuring long-term sustainability.