Get Guardian on GoogleCompany directors are increasingly at risk of being held personally accountable for breaches of their duties, amid an emerging judicial trend toward holding board members individually accountable for corporate governance failures.
The warning highlighted the importance of directors’ responsibilities beyond individual businesses, as boardroom decisions affect capital allocation, job creation, talent development, and innovation across the wider economy.
Speaking at the 2026 yearly directors’ conference of the Chartered Institute of Directors (CIoD) Nigeria in Lagos, Seplat Energy Plc Chairman and former Minister of Budget and National Planning, Senator Udoma Udo Udoma, said the changing business environment had not altered directors’ core responsibilities.
He said the Companies and Allied Matters Act 2020 sets out these responsibilities and that, for public companies, the Securities and Exchange Commission rules, stock exchange rules, and the Financial Reporting Council of Nigeria’s Code of Corporate Governance also apply.
According to him, these responsibilities include acting in good faith and in the company’s best interests, exercising care, skill and diligence, using powers for proper purposes, and avoiding conflicts of interest.
He cited court cases in Nigeria and the United Kingdom as examples of directors being held personally accountable for breaches of their duties.
Udoma urged directors, including those who had served on boards for many years, to undertake regular refresher courses to remind themselves of their responsibilities.
He added that the Code of Corporate Governance encouraged companies to disclose their ESG activities in annual reports.
Udoma also said diversity in boardrooms was important for inclusive growth, listing gender, experience, expertise, generation and perspectives as areas of diversity that could strengthen decision-making.
He said boards must not lose sight of the need to deliver good returns to investors, despite their commitments to ESG principles, diversity, and corporate social responsibility.
The former minister also identified the expansion of social media use as a development requiring greater board attention, saying companies needed to assess the risks and determine the skills required to manage them.
He urged directors to develop digital and social media literacy, including learning how platforms such as Twitter work.
On artificial intelligence, Udoma said boards with at least one director who understood AI, data, or digital transformation would benefit from the opportunities the technology creates.
