CORPORATE GOVERNANCE AND MANAGERIAL REMUNERATIONS IN NIGERIA AND LESSONS FROM THE UNITED KINGDOM

Abstract

This paper took an in-depth approach using the doctrinal research method to evaluate managerial remunerations in Nigeria. This paper examines the remuneration of directors as contained in the articles of the company or as determined by the Company in general meeting. It also extensively reviewed loans to directors and payment by companies for loss of office of directors. Firstly, it analyses directors’ remuneration as provided in a company’s articles of association and as fixed by resolutions at general meetings, and clarifies the legal status of remuneration fixed by the articles as a company debt when a director assumes office under those terms. Second, it examines loans to directors and related payments, including payments for loss of office, assessing their legality, supervisory safeguards, and potential conflicts of interest. Third, it reviews corporate governance mechanisms designed to align remuneration with performance, considering Nigerian codes and comparative measures such as the United Kingdom’s non-binding advisory shareholder vote on executive pay, and evaluates whether these measures both promote accountability and remain sufficient to attract and retain competent directors. The paper concludes with recommendations to strengthen statutory and governance frameworks to ensure transparency, investor protection, and managerial accountability in Nigeria.