What role does corporate counsel play in strengthening corporate governance in light of Nigeria’s recent reforms and stakeholder expectations?

Corporate counsel — that is, in-house lawyers — sit at the intersection of law, ethics and practical business decision-making. In Nigeria’s rapidly evolving governance landscape, this role has become indispensable. Recent reforms, including the Investors and Securities Act 2025, which expands regulatory powers, updated corporate governance codes, and evolving obligations under the Companies and Allied Matters Act 2020 (CAMA) and sector-specific frameworks, have created a far more demanding compliance environment. Governance now extends beyond traditional legal compliance into broader considerations of risk management, sustainability and stakeholder engagement.

At its core, corporate counsel ensures that organisations not only meet their statutory obligations but do so in a manner that reflects ethical integrity and long-term foresight. By interpreting complex legislation and regulatory requirements, legal teams support boards and executive management in embedding compliance into everyday operations — from disclosure controls and risk management systems to independent director requirements and whistleblowing mechanisms. This proactive approach reduces exposure to regulatory sanctions, litigation and reputational damage, while aligning governance structures with both regulatory expectations and market standards.

A further significant development is the introduction of the new Nigerian Tax Act, which came into force on 1 January 2026. This reform imposes additional compliance and reporting obligations, requiring corporate counsel to play a central role in ensuring organisational readiness, implementation and ongoing adherence.

Beyond compliance, corporate counsel strengthens board effectiveness. By advising on governance best practice, clarifying committee mandates and ensuring comprehensive documentation of board deliberations, in-house lawyers enable directors to discharge their oversight responsibilities in a manner capable of withstanding regulatory and stakeholder scrutiny. They also act as ethical stewards, promoting transparency, reinforcing stakeholder confidence and guiding corporate responses to environmental, social and governance (ESG) expectations, which increasingly shape investor decision-making and public perception.

As Nigeria’s reforms intensify both regulatory rigour and stakeholder expectations, corporate counsel bridges the gap between legal obligation and ethical leadership, anchoring governance frameworks that support sustainable, accountable and resilient enterprises.

How is your legal department leveraging technology to improve compliance monitoring, contract management, or governance reporting?

Technology has become a necessity in today’s environment, having evolved from a privilege into an essential component of everyday life across sectors, organisations and households. For corporate counsel and in-house legal teams, technology now plays a critical role in supporting core functions such as compliance monitoring, contract management and governance reporting.

Within our legal department, technology is central to enabling efficient, transparent and well-structured legal operations. We utilise a Management Information System (MIS) to manage and track litigation and dispute matters, allowing the team to monitor case status, timelines and outcomes in a consistent and systematic manner. This provides clear visibility over dispute-related risk exposure and supports effective planning, oversight and reporting. Case management is further enhanced through a Power BI application, which enables data analysis and the generation of management reports.

On the governance and compliance front, the company secretarial function is supported by digital tools used to manage statutory annual filings, regulatory returns and corporate records. These tools ensure that obligations are fulfilled accurately and within prescribed timelines, while maintaining proper documentation, version control and audit trails.

Overall, the deployment of these technologies has improved efficiency, accountability and oversight within the legal function. By leveraging technology in a practical and disciplined manner, the legal department is better positioned to manage risk, support effective governance and maintain stakeholder confidence.

What strategies has your legal team adopted to manage disputes and mitigate risks in Nigeria’s dynamic business environment?

Managing disputes in Nigeria’s dynamic business environment requires a legal team to adopt a proactive rather than reactive approach. In our industry, where regulatory shifts can significantly alter the organisation’s risk profile, we implement a range of dispute management and legal risk mitigation strategies. I highlight a few of these below.

First, we prioritise alternative dispute resolution (ADR) mechanisms in the management of disputes. It is well recognised that the Nigerian courts are heavily congested, often resulting in protracted timelines for resolution. Accordingly, we ensure that robust ADR clauses are incorporated into our Memoranda of Agreement, Sale and Purchase Agreements, Charterparty Agreements and related commercial contracts. This enables disputes to be resolved more efficiently and cost-effectively, while preserving commercial relationships where possible.

Secondly, regulatory compliance forms a core element of our risk mitigation strategy. We regularly analyse patterns in previous disputes, as well as areas likely to give rise to litigation, and implement corrective measures to ensure compliance and reduce exposure. By addressing root causes rather than symptoms, we significantly minimise the likelihood of recurring disputes.

Finally, we place strong emphasis on thorough legal due diligence and disciplined contract management. We ensure that all necessary due diligence associated with contractual relationships — including title and asset due diligence — is conducted comprehensively. Contracts are carefully drafted to ensure that all terms, rights, obligations and liabilities governing the proposed relationship are clearly articulated and enforceable. This structured approach reduces ambiguity, strengthens enforceability, and mitigates future legal risk.