The Status and Role of an Alternate Director Under the Nigerian Corporate Governance: A Critical Review

Abstract

The abuse of the role and status of an Alternate Director and its stultifying effects on the Corporate Governance practices in Nigeria forms the bedrock of this work. An alternate director in Nigeria is no more than a director created pursuant to the Memorandum and Articles of Association (the MeMart) of a Limited Liability Company. The provisions of the Companies and Allied Matters Act (the CAMA), cap C20, LFN, 2004 on an alternate director is copiously missing. The Companies Regulation 2012, made pursuant to S.16, 585 and 609 of the CAMA, LFN 2004 also makes no reference to alternate directorship. An alternate director by law and regulations are not permitted to execute statutory forms of the Corporate Affairs Commission (CAC) since they are not recognized by the CAC. For instance, FORM CAC 7A (Notice of Change of Directors or in the name, residential address or postal address of director) makes no provision for the position of an alternate director. We doubt therefore if an alternate director can execute a form CAC 7A or any other statutory or official documents without being queried by the statutory body. This is indeed a limitation to the performance of his role(s) as an alternate. The paper therefore seeks to evaluate the scope of his roles and status as a director within the practice of its usage in our corporate governance. In discussing this further, we will attempt to reflect a multi-jurisdiction view of its art and practice.