General
ESG Obligations Leading to Risk of Increased Litigation for African Businesses
By Darryl Bernstein
As African businesses begin to recover and build the resilience needed to successfully navigate COVID-19 disruption, a focus on Environmental Social and Governance (ESG) strategies is proving to be essential for long-term success.
In order to stay competitive, organisations based in Africa are engaging meaningfully with ESG to build robust sustainability strategies that meet stakeholder expectations and enable compliance with global and domestic mandatory and voluntary ESG standards and codes.
ESG encompasses a broad range of issues across the spectrum of Environmental (climate change, biodiversity, waste, water and resource use, pollution), Social (human rights, labour practices, HSE, diversity); and Governance (corporate governance, ethics, compliance) matters.
As climate change impacts become clearer and nearer, there is an increasing emphasis on the Environment aspect of ESG. After the pandemic, initiatives in Africa are expected to have a heightened focus on green, low-carbon and sustainable development, via, for example, clean energy production, community care initiatives, green transport and sustainable water projects, wildlife protection programmes and low-carbon development projects.
There is a major role for ESG policies to play in mitigating some of the effects of climate change, through planning and building for hotter temperatures, higher sea levels and more extreme weather conditions, for example.
Organisations are adopting new strategies that address climate change risk and identify the sustainable opportunities that arise from addressing climate concerns. To regulate this, there are likely to be developments from African regulators in the near future that address climate risk disclosure requirements for businesses operating on the continent.
Post-pandemic, the discussions around ESG are also resulting in an added emphasis on the Social aspect – which, among other things, focuses on protecting an organisation’s workers and the wider local populations in which these businesses are based.
Organisations are looking at ways to build better social programmes that are more resilient to future pandemics and ensure good business practice. A focus on issues such as enhancing considerations around the health and safety of employees and communities, implementing diverse and inclusive workplace cultures, and building good management teams that can pull employees together in all kinds of remote, physical workplace and hybrid settings, put companies in a strong position to move forward.
The Governance aspect has also been emphasized by the pandemic, with an increased focus on due diligence around compliance with regards to anti-bribery and corruption, data privacy and cyber security legislation, for example.
Some of the larger African jurisdictions have already implemented mandatory ESG and sustainability reporting frameworks and, going forward, more African regulators are expected to replace current voluntary frameworks with mandatory ones or to adopt new mandatory frameworks. In turn, organisations operating in Africa will seek guidance and more detail from corporate regulators on how they want to see ESG reported and the practices behind the reporting process.
In South Africa, there are many laws that govern ESG factors, including business and financial sector conduct, economic and social empowerment and environmental protection. Voluntary codes such as the King IV Code on corporate governance and the Code for Responsible Investing in South Africa also serve as a guide to businesses on ESG considerations.
Other examples include Kenya, where the Capital Markets Authority introduced Stewardship and Corporate Governance Codes in 2017 and Nigeria, where the Nigerian Code of Corporate Governance was introduced in 2019. Globally, in addition to numerous country-specific laws, there are a plethora of voluntary sustainability-focused codes and standards, including the UN Guiding Principles on Business and the Human Rights and UN Guiding Principles Reporting Framework.
ESG risk management has become a mainstream component of corporate due diligence programmes, and corporate boards are being held accountable for their ESG practices by their shareholders, stakeholders and management teams. Risks for non-compliance with the multitude of global and local laws, voluntary codes and best practices governing ESG factors range from criminal prosecution and hefty fines to reputational risk and business failure as a result of not fulfilling ESG commitments.
Actual and perceived non-compliance with ESG regulations and best practices have engendered activist shareholder protests and action against the parent companies of global groups. A key challenge for businesses is navigating where the laws end, and business strategy and market expectations begin. This is especially the case when navigating the major global issues of, for example, environmental standards and human rights responsibilities. Such issues often lead to activism, litigation and class actions if a business falls short of sustainability standards or appears to be breaking publicly made promises.
Contractual liabilities around ESG must be carefully considered, as contracts that stipulate compliance with certain standards can trigger a breach of contract claim if there is seen to be any violation of the terms. It would be better for businesses to ensure in advance that they can fulfil specific ESG obligations before agreeing to them contractually. Limitations of liability should also be agreed upon to mitigate the risks.
Further, if companies have made public promises regarding their ESG obligations and they are seen to be not fulfilling such obligations, they could be vulnerable to the threat of class actions that are brought by consumers and shareholder activists. Companies should identify what ESG goals can be properly measured, and what goals should be clearly defined as being aspirational and ensure that this is accurately communicated in the public domain. Reputational damage from ESG non-compliance escalates quickly and can be difficult to recover from.
For African organisations, maintaining a long-term sustainability strategy ensures sound financial performance, full compliance with local and global laws and frameworks, and substantially increased resilience in a challenging post-pandemic environment. In the current global environment, ESG is no longer just about doing the right thing, the dial has shifted and having a legally sound and comprehensive approach to ESG considerations is a prerequisite for business success.
Darryl Bernstein is a Partner and Head of the Dispute Resolution Practice at Baker McKenzie in Johannesburg
By Modupe Gbadeyanka
Salary increases of between 30 and 80 per cent have been approved for Nigeria’s armed forces personnel by President Bola Tinubu.
This was confirmed by a statement issued on Tuesday by the Special Adviser to the President on Information and Strategy, Mr Bayo Onanuga.
About 250,000 personnel are to benefit from the new deal, which takes effect on September 1, according to the statement. Officers above the rank of colonel will enjoy a 30 per cent salary increase. This applies to Brigadier-Generals, Major-Generals, Lieutenant Generals and Generals.
Personnel from colonel down to warrant officer will have a 50 per cent increase, while Private to Staff Sergeant will have an 80 per cent increase.
The President’s spokesman stated that the pay package will increase the yearly salary bill for the country’s armed forces personnel from N660 billion to N924 billion.
President Tinubu has always praised the courage and sacrifices of members of the armed forces as they confront the scourge of banditry, kidnapping and terrorism in some parts of the country.
“The men and women who help to keep us safe in our homes must be supported and appreciated in the course of their duties to our nation.
“Our administration will continue to prioritise troop welfare and modernise the armed forces by providing the weapons and technological tools needed to discharge their duties.
“Our administration believes that no nation can achieve greatness without security. We therefore remain resolute in mobilising all military and law enforcement assets to eliminate security threats and protect the lives and property of all Nigerians
“I urge our servicemen to take our gesture as a sign of our deep appreciation of the services they render to our fatherland. Together we shall prevail over the enemies intent on destroying the fabric of our nation,” Mr Tinubu was quoted as saying.
By Adedapo Adesanya
The federal government has issued a data protection compliance circular to all Ministries, Departments and Agencies (MDAs) to promote public trust through data-driven governance.
The compliance directive is contained in Circular No. 59805/S.I/74, dated 27 July 2026, and signed by the Secretary to the Government of the Federation, Mr George Akume, according to a statement by the Head, Legal, Enforcement & Regulations, Mr Babatunde Bamigboye.
The initiative forms part of a continuum of regulatory measures that will be vigorously pursued as Nigeria advances towards the decisive frontiers of the Fourth Industrial Revolution.
The circular drew the attention of MDAs to a statement of President Bola Tinubu, where he said: “Data is the new oil”.
Mr Akume then directed all Ministries, Extra-Ministerial Departments and Agencies to capture the information rigorously and safeguard it under the Nigeria Data Protection Act, 2023 (NDP Act).
The circular also directed MDAs to ensure full compliance with the NDP Act, Regulations, Guidelines, and Directives issued by the Nigeria Data Protection Commission (NDPC) in relation to the processing of personal data.
To this end, the Circular directs MDAs to, designate suitably qualified officers as Data Protection Officers (DPOs) to oversee data protection compliance and advise management on all matters relating to the lawful processing of personal data, ensure that the names and contact details of their designated DPOs are communicated to the NDPC for registration and official records; engage licensed Data Protection Compliance Organisations (DPCOs), where required, to facilitate compliance with the NDP Act and support the conduct of statutory compliance audits.
It also directed them to provide adequate budgetary allocation for data protection compliance activities, including capacity building, awareness programmes, deployment of appropriate technical safeguards, and periodic compliance audits; and submit all mandatory Data Protection Compliance Audit Returns and other statutory returns to the NDPC within the timelines prescribed by law.
The circular further states that “Permanent Secretaries, Accounting Officers and Chief Executive Officers of all MDAs shall be personally responsible for ensuring institutional compliance with the Circular and the provisions of the NDP Act.”
The National Commissioner/Chief Executive Officer of the NDPC, Mr Vincent Olatunji, expressed the commission’s commitment to supporting data-driven governance.
Mr Olatunji maintained that data accountability is pivotal to achieving the eight Presidential Priorities. To provide full technical support to MDAs for the purpose of achieving compliance, the commission has constituted a regulatory clinic.
By Adedapo Adesanya
Yellow Card, a global stablecoin infrastructure provider, has raised $40 million in a strategic funding round to accelerate its international expansion and strengthen its digital payment infrastructure.
The funding round attracted investments from SC Ventures, the innovation and investment arm of Standard Chartered, Sony Innovation Fund, Polychain Capital, Blockchain Capital, and other strategic investors. With the latest raise, Yellow Card’s total equity financing has now exceeded $120 million.
The company said the fresh capital will be used to scale its Global US Dollar Accounts, an end-to-end dollar account designed for businesses, while expanding the stablecoin payment rails that connect businesses to markets around the world.
Yellow Card’s chief executive, Mr Chris Maurice, described the investment as a strong endorsement of the company’s long-term vision, noting that the company has spent years building infrastructure that allows businesses to move money globally without relying on traditional correspondent banking systems.
He added that the next phase of growth will focus on helping banks connect directly to stablecoin payment rails, enabling faster and more efficient cross-border transactions while expanding access to US Dollar services for businesses.
SC Ventures chief executive, Mr Alex Manson, said stablecoins are becoming an important part of global payments, but noted that widespread adoption will depend on reliable infrastructure and practical use cases.
He said Yellow Card has built the payment rails businesses across Africa need to move money efficiently across borders and expressed confidence in the company’s ability to expand both within Africa and internationally.
The investment also marks growing interest from global institutions in stablecoin-based payments. Sony Innovation Fund said its backing reflects confidence in Yellow Card’s ability to build digital payment infrastructure for emerging markets.
Mr Austin Noronha, Managing Director at Sony Ventures-US, said the company believes Yellow Card is creating the technology needed to help banks, financial technology firms and enterprises move money faster and more securely.
He added that the company looks forward to supporting Yellow Card as it expands beyond Africa into Latin America, the Middle East, Europe and the Asia-Pacific region.
Yellow Card said the funding will also support the wider rollout of its Global USD Accounts, which allow businesses to hold U.S. dollars, manage treasury operations, swap stablecoins, and collect or make payments in local currencies across more than 50 countries.
The company noted that the platform is already being used by major customers, including Visa and Western Union.
Founded to simplify cross-border payments through digital assets, Yellow Card has processed more than $10 billion in transactions across its network. The company supports over 50 currencies and holds licences, authorisations and registrations in 22 jurisdictions across North America, Europe and Africa.
Yellow Card has also established strategic partnerships with global payment companies including Visa, Mastercard, PayPal and Coinbase as it positions itself as a key infrastructure provider for international digital payments.
