AUDIT, DISCLOSURE AND TRANSPARENCY: LEGAL FRAMEWORK AND CORPORATE GOVERNANCE IMPERATIVES IN NIGERIA

ABSTRACT: Audit, disclosure and transparency are the tripod of credible corporate governance, reducing agency costs, information asymmetry and market abuse in public companies. In Nigeria, recurring corporate failures such as Cadbury, Afribank, Intercontinental Bank and Oando despite clean audit opinions raise questions on the efficacy of legal framework. The study examines audit, disclosure and transparency imperatives under Companies and Allied Matters Act 2020, Investments and Securities Act 2007, Financial Reporting Council Act 2011, Nigerian Code of Corporate Governance 2018 and NGX Listing Rules. The study adopts doctrinal research methodology, relying on primary sources of statutes, subsidiary legislation, case law and secondary sources of textbooks, journal articles and reports, with comparative reference to UK, US and South Africa. The study finds that Nigeria has robust laws mandating independent audit, continuous disclosure and sustainability reporting, yet enforcement is weak due to concentrated family ownership, regulatory fragmentation among CAC, FRCN, SEC and NGX RegCo, compromised auditor independence, low shareholder activism and voluntary ESG compliance. Law on paper is globally aligned but law in practice is deficient. The study recommends strengthening FRCN into a PCAOB-style independent oversight board, reducing audit rotation from 10 to 5 years, harmonizing disclosure through a single electronic portal with automated sanctions, activating institutional investor activism and mandating audited ESG and integrated reporting.