A Professional Review of Legal Obligations Under Nigeria’s Anti-Corruption Compliance Framework for Directors and Senior Officers

Directors and senior officers of Nigerian companies face significant personal liability exposure under the Economic and Financial Crimes Commission Act, the Corrupt Practices and Other Related Offences Act, and recent corporate liability amendments if they participate in, facilitate, or fail to prevent corruption within their organisations. This study provides a professional review of the legal obligations, personal liability risks, and compliance responsibilities of directors and senior officers under Nigeria's anti-corruption framework. Data were gathered through structured interviews with 20 corporate directors, 15 general counsels, and three EFCC officials. Review of EFCC prosecution decisions involving directors from 2019 to 2023 and deferred prosecution agreements entered into with corporate entities was conducted. Results indicate that directors generally lack structured awareness of their personal liability exposure for corporate corruption. No company in the sample had a director-specific anti-corruption responsibility matrix. Deferred prosecution agreements for corporations have been utilised but lack transparent conditions and monitoring frameworks. The study concludes that directors of Nigerian companies require mandatory anti-corruption responsibility frameworks. Recommendations include a Director Anti-Corruption Responsibility Charter developed by the Corporate Affairs Commission, mandatory annual anti-corruption training for all public company directors, and EFCC-published DPA framework guidelines providing certainty on voluntary disclosure and cooperation incentives for companies that discover and self-report corruption.

Keywords: anti-corruption, directors liability, EFCC, deferred prosecution agreement, corporate governance