Scholars International Journal of Law, Crime and Justice (SIJLCJ)
Volume-9 | Issue-01 | 1-6
Review Article
Exploring the Role of Independent Non-Executive Directors in Corporate Governance Under Nigerian Law
Rahmatu Ishaq Ahmed, Arthur Elvis Chukwu, Asma’u Muhammad Sulaiman
Published : Jan. 31, 2026
Abstract
A company's success hinges significantly on its board's effectiveness in providing strategic leadership and promoting independence in its stakeholder relationship. To achieve this, the board must have independent non-executive directors with the necessary qualifications, responsibilities, and appointment processes. However, determining who qualifies as an independent non-executive director and establishing their true independence remain critical in corporate governance. This article aims to provide comprehensive answers to these questions and to offer a deeper understanding of independent non-executive directors under the Companies and Allied Matters Act 2020 and the Nigerian Code of Corporate Governance 2018. The article proposes that to ensure the true independence of independent non-executive directors, their appointment and removal should involve a more rigorous process that includes a special resolution. Dissenting members should have the right to question appointments or removals to ensure that the appointed person protects the rights of the minority and other stakeholders. By emphasising the importance of independent non-executive directors and advocating for a more robust appointment and removal process, this article contributes to the scholarship on corporate governance and promotes best practices for board independence.