CAC, EY warn directors against governance failures
By Peter Egwuatu
The Corporate Affairs Commission (CAC) has warned company directors against treating regulatory compliance as the sole responsibility of company secretaries, saying weak corporate records and governance failures could undermine business credibility, investment prospects and access to credit.
The Registrar-General and Chief Executive Officer of CAC, Hussaini Ishaq Magaji, gave the warning at the 2026 Audit Committee Transformation Summit organised by Ernst & Young (EY) in Lagos on Wednesday.
Magaji said directors’ responsibilities extended beyond strategy, profitability and risk management to protecting the integrity of their companies’ legal identities.
He noted that outdated corporate records, undisclosed changes in ownership and failure to file annual returns could expose companies to regulatory sanctions, reputational damage and diminished investor confidence.
According to him, “Directors must demonstrate diligence, transparency and accountability by ensuring accurate corporate records, timely statutory filings and proper disclosure of persons with significant control.
“The era of filing annual returns as an annual ritual is over. The Corporate Affairs Commission is asking Nigerian boards and companies to move beyond merely filing annual returns towards continuous accountability, transparent ownership, accurate records and credible governance.”
He added that companies with transparent ownership structures and disciplined governance would be better positioned to attract investments, secure credit, participate in public procurement and pursue business partnerships.
Also speaking, Amina Maida, who represented the Executive Vice Chairman and Chief Executive Officer of the Nigerian Communications Commission (NCC), said effective audit committees were essential to strengthening corporate resilience amid technological changes, cybersecurity threats and evolving regulatory requirements.
She said the NCC issued corporate governance guidelines for the communications industry in 2025, outlining board and committee responsibilities, including risk management, internal controls and audit oversight.
In his welcome address, EY Regional Managing Partner, West Africa, Anthony Oputa, said audit committees were performing their oversight responsibilities in an increasingly complex environment shaped by evolving regulatory expectations, geopolitical and macroeconomic uncertainty, technological disruption, sustainability considerations and significant changes in financial reporting.
Oputa, who was represented by Jamiu Olakisan, Assurance Leader, EY West Africa, said the developments were placing greater demands on audit committees to strengthen accounting and internal control systems, enhance corporate transparency, safeguard audit quality and reinforce stakeholder confidence.
He said audit committees must look beyond traditional compliance and financial reporting by anticipating emerging risks, asking more incisive questions and providing effective oversight of critical issues, including artificial intelligence, cybersecurity, sustainability, taxation, talent management and the implementation of IFRS 18.
According to him, audit committees must also understand how changing regulatory expectations affect boards, companies and corporate accountability in Nigeria.
Oputa said the 2026 summit, themed “Shaping High-Performing Audit Committees,” built on the success of its inaugural edition and provided a platform for audit committee members, board members, regulators, governance leaders and business executives to exchange perspectives on strengthening oversight and governance effectiveness.
Nigeria’s economic outlook faces risks
Meanwhile, Associate Partner, Strategy and Transactions, EY West Africa, Olayinka Oyetunji, said Nigeria’s economic growth outlook remained positive but faced significant downside risks from rising debt-servicing costs, insecurity and election-related uncertainty.
She said approximately 43 per cent of government revenue was projected to go into debt servicing in 2026, limiting resources available for infrastructure and economic development.
Oyetunji also noted that although Nigeria’s capital importation had increased, about 88 per cent represented foreign portfolio investment, underscoring the need to attract more sustainable foreign direct investment.
She urged corporate boards to strengthen supply-chain resilience, diversify energy sources, prioritise investments and improve liquidity management.
Oyetunji also drew attention to the Financial Reporting Council’s draft valuation regulation, expected to take effect on January 1, 2027, urging boards to ensure independent and credible asset valuations for financial reporting.
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