Abstract

The function of fiduciary accountability is to control abuse of directorial power. As such fiduciary duties including the duty to act bona fide in the best interests of the company as a whole are foisted on directors by law. However, the interpretation of interests of the company, at common law, placed the duty in conflict Corporate Social Responsibility (CSR) as the courts insisted that there could not be CSR except it was for the financial benefit of the company. This narrowed the corporate goal to maximisation of profits for the investors. However, the very survival of companies depends on the community support from heterogeneous active groups which are affected by activities of the companies. Adopting the doctrinal method to analyse existing literature, this article examined directors’ duty to act bona fide vis-à-vis CSR under Nigerian law and has found that provisions exist that bear on CSR. However, they are non-prescriptive and lack enforcement mechanisms. Amendment of the extant law is recommended to make the provisions prescriptive and enforceable. In particular section 279 of the Companies and Allied Matters Act 2004 should be amended to fall in line with the provisions of section 172 of the UK Companies Act, 2006.