The establishment of the Administrative Proceedings Committee (APC) by the Corporate Affairs Commission (CAC) under the Companies and Allied Matters Act (CAMA) 2020 represents a significant development in Nigeria’s corporate governance framework. However, critical constitutional questions have emerged regarding its composition, jurisdiction, and powers to impose penalties.
What is the Administrative Proceedings Committee?
The APC serves as a quasi-judicial body tasked with addressing non-criminal allegations, resolving disputes related to CAMA operations, and imposing administrative penalties. Comprising seven members predominantly from the CAC and the Federal Ministry of Industry, Trade, and Investment, the Committee was designed to enhance efficiency in handling corporate matters.
Constitutional Concerns Regarding the APC’s Composition
A primary concern centers on the principle of fair hearing, encapsulated in the Latin maxim nemo judex in causa sua (no one should be a judge in their own case). With six of the seven APC members being CAC employees, the Committee’s impartiality comes into question, particularly in cases where the CAC acts as prosecutor for alleged violations of CAMA provisions.
As highlighted in landmark cases such as Ani v. Otu (2023) and Orugbo v. Una (2002), the principle of fair hearing requires judges to remain unbiased and impartial. The current composition creates a situation where the CAC effectively serves as both prosecutor and judge, potentially violating constitutional guarantees of fair hearing.
Jurisdictional Overlap with the Federal High Court
Section 251(1)(e) of the Constitution confers exclusive jurisdiction upon the Federal High Court (FHC) to adjudicate disputes arising from CAMA operations. Meanwhile, Section 851 of CAMA empowers the APC to “resolve disputes or grievances arising from the operations of this Act or its regulations,” creating an apparent jurisdictional conflict.
However, judicial precedents like NNPC v. Clifco Nigeria Ltd (2011) and ESSO Exploration and Production Nigeria Limited and SNEPCO v. FIRS (2020) indicate that administrative proceedings are considered a condition precedent to court action, essentially a pre-action procedure that must be exhausted before approaching the courts.
While the APC represents an innovative approach to corporate dispute resolution, its current structure raises significant constitutional questions.
Read the full article for our recommended reforms, to ensure that the legitimacy and effectiveness of the Committee is preserved while ensuring alignment with Nigeria’s constitutional framework and the principle of separation of powers.
