Directors’ Duties and Climate Change in Africa: Evidence from Kenya, Nigeria and South Africa

Abstract

This paper investigates the extent to which, if at all, corporation law in select African jurisdictions obligates company directors to take into account climate-related risks and commit to mitigation and adaptation actions. The paper analyses provisions of the law relating to corporations law (Company Law) in select Commonwealth common law jurisdictions namely Kenya, Nigeria and South Africa within the new and varied context of emergent knowledge and climate attribution science, with a view to distilling any legal duties and potential liability of company directors. Applying the shareholder value approach of corporate governance, the paper argues that while corporate law has for the most part been concerned with governance of a company as a vehicle for profit making, largely informed by the shareholder primacy theory, this narrow construction of the company and directors’ duties is no longer tenable in light of actual and potential climate-related risks posed to companies and society alike.