Modern day dispensation is faced with social vices which can be harmful and unfair to an individual’s identity. With the growing trend in social media, it has come to realisation that there is the urgent need to protect personal information from public view and knowledge. This cannot be done by mere folding of hands. Section 37 of The Constitution of the Federal Republic of Nigeria 1999 (as amended) is the grundnorm, that forms the foundation of data privacy rights and protection within Nigeria. The section guarantees the protection of citizen’s homes, correspondence, telephone conversations and telegraphic communications which is enforceable in a court of law when breached. To this end, the National Assembly passed a Bill for an Act to establish the Data Protection Commission saddled with the responsibility of protecting personal data of citizens. The Landmark innovation started with the advent of Companies and Allied Matters Act 2020 which repealed CAMA 2004, made provisions to protect the privacy of directors’ residential address, pre-emptive rights of shareholders and enhancing minority protection as contained in Section 265(6) of CAMA.
CAMA 2020 classifies the information relating to the usual residential address of a company’s director who is an individual as “protected information”. Section 292(6) CAMA 2004 provides for a register of all directors which must be kept and contain all necessary information about each director and be accessible to all company members for inspection. There was no provision for protected information for directors under the repealed CAMA 2004. This information is confidential, restricted and must be used with caution even when the director resigns from the board of the company; the information provided will be kept as protected information. Therefore, the company cannot use or disclose this information in relation to any director without the consent of the relevant director, unless it is for the purpose of communicating with that director or complying with a court order. In the event that the director is untraceable after several failed attempts to reach the individual director has been made, the Commission may put the director’s usual residential address on public record or to the public authority[1].
There is need to prepare and keep a Register of Director’s Residential Address as stipulated in the new CAMA 2020. This information is embedded with the usual residential address of the company’s directors. This register differs from the Register of Directors as contained in section 318 of CAMA 2020[2]. However, there are instances where a director’s usual residential address is the same as his service address, the Register of Directors’ Residential Addresses only needs to contain an entry to that effect. This is as opposed to CAMA 2004 which made provision for separation between the Register of Directors and the Register of the Secretary. The new CAMA recognizes the requirements for only the Register of the Directors in the Act 2020.
CONCLUSION
It is pertinent that companies and persons in Nigeria are abreast with the laws governing privacy and data protection. In essence, there should be an overhaul on privacy law to punish any miscreant whose intention is to directly or indirectly tarnish the reputation of a director or shareholder as the case may be. The Act enjoins the Directors to be conscious of the community and environment where the company carries out its business. The privilege vested on shareholders to take derivative action against a company and its affiliated entities. This amendment further enhances minority shareholders’ rights and seeks to promote transparency in corporate governance in Nigeria. These modifications introduced by CAMA 2020 will strengthen the corporate governance structure for public companies in Nigeria and also boost shareholders’ confidence.
[1] Section 328 of CAMA, 2020
[2] Contains information on the service address of a director which could be the company’s registered address in most cases.
Written by Faith Ajuzieogu for The Trusted Advisors
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