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 Aduragbemi Omiyale
In order to aid alternative and sustainable means of livelihood amid rising food prices and growing concerns over food security in Nigeria, the Ibese Plant of Dangote Cement Plc has handed over a state-of-the-art garri and fufu processing plant to the Kajola host community in Ewekoro Local Government Area of Ogun State.
The facility is expected to support cassava farmers and processors by improving efficiency and expanding income-generating opportunities.
According to the organisation, the project, delivered under the Community Development Agreement (CDA) with its host communities signed in 2022, is a strategic intervention aimed at boosting agricultural value addition, reducing post-harvest losses and strengthening livelihoods for rural farmers and women.
The Ibese Plant Director, Mr Ayyagari Subbaraidu, at the commissioning, said, “This project is aimed at improving cassava processing, reducing losses and creating sustainable employment for women and farmers in the community.”
He disclosed that the facility features separate garri and fufu processing units equipped with modern machinery, including a five-tonne-per-day peeling machine, hydraulic presses, frying systems, fermentation basins, solar-powered boreholes and sanitation infrastructure, adding that it will serve as a catalyst for local economic growth by enhancing productivity and supporting small-scale agribusinesses across Kajola and neighbouring communities.
The Plant Director also urged the community and the Project Governance Committee to maintain transparency in the management of the facility to ensure long-term sustainability.
The Ogun State Commissioner for Agriculture and Food Security, Mr Bolu Owotomo, who was at the unveiling of the project, said it aligns with Governor Dapo Abiodun’s vision of making agriculture a key driver of economic growth through value addition and enterprise development.
The Commissioner disclosed that “over 166,000 farmers, including more than 90,000 cassava farmers, have been registered under the Ogun State Farmers Information Management System (OGFIMS) to benefit from government interventions.”
He urged the community to safeguard the facility and assured residents of the continued support of the state government towards agricultural development and food security.
“This processing plant will strengthen the cassava value chain, improve product quality, create jobs and enhance food security while boosting farmers’ incomes,” the Commissioner stated.
By Adedapo Adesanya
The federal government has hailed the recent sanctioning of three Nigerian bureau de change (BDC) operators by the United States’ Office of Foreign Assets Control (OFAC) for alleged terrorism financing.
“The Nigeria Sanctions Committee welcomes the recent inclusion of Mukthar Muhammad Adamu, Nine to Nine BDC, and Generation BDC Limited by the United States Office of Foreign Assets Control (OFAC).
“These designations follow the inclusion of Adamu and his companies as part of a broader update to the Nigeria Sanctions List approved and published on 18th June 2026,” it disclosed in a statement.
It said that the naming of the three companies and six people followed extensive intelligence gathering, financial investigations, and inter-agency assessments, which established reasonable grounds to believe that the affected individuals and entities facilitated, financed, supported, or otherwise contributed to the activities of the Islamic State West Africa Province (ISWAP) and associated terrorist networks.
“The individuals and entities added to the Nigeria Sanctions List on 18th June 2026 are Ibrahim Yakubu Ogirima (NLISWi.19), Muktar Muhammad Adamu (NLISWi.20), Adamu Chiroma (NLISWi.21), Ibrahim Abubakar (NLISWi.22), Abdullahi Umar Usman (NLISWi.23), Babangida Muhammed Adamu Hammajam (NLISWi.24), Abbal Bako & Sons Bureau De Change Limited (NLISWe.25), Generation Currency BDC Limited (NLISWe.26), Nine to Nine BDC Limited (NLISWe.27),” the statement read in part.
The federal government reiterated its directive to all financial institutions and designated non-financial businesses and professions to continue to comply with all sanctions obligations, including asset-freezing requirements, the filing of suspicious transaction reports, and the reporting of all relevant matches to the appropriate authorities.
The sanctions committee commended the work of the Federal Ministry of Justice, Office of the National Security Adviser (ONSA), Central Bank of Nigeria (CBN), Department of State Services, Economic and Financial Crimes Commission, and the Nigerian Financial Intelligence Unit for their actions to ensure that terrorist groups are denied the resources that sustain their activities.
It stated that Nigeria remains resolute in its commitment to ensuring that terrorists and their financiers find no safe haven within the country’s financial system.
The committee also said that the Federal Government would continue to work closely with domestic stakeholders and international partners to protect national security, strengthen financial integrity, and contribute to global efforts to combat terrorism and its financing.
By Aduragbemi Omiyale
A radio station, Wise FM, has been sealed by officials of the Lagos State Environmental Protection Agency (LASEPA).
The premises of the broadcast media platform, located on Ogabi Street, Meiran, Ile-Iwe Bus Stop, were shut by the state government on Tuesday, June 23, 2026, alongside other establishments across different parts of Lagos State for alleged persistent violations of environmental regulations despite repeated warnings, abatement notices, and opportunities provided for compliance.
In a statement by LASEPA, it was disclosed that the enforcement exercise was carried out in response to various environmental infractions, including noise pollution, air pollution, obstruction of official duties, and failure to comply with its directives.
As regards Wise FM, it was said that it was sealed for noise and air pollution as well as non-compliance with the Agency’s directives.
Another organisation affected, Star-View Terrace, located in Amuwo Odofin, Lagos, was shut down for noise pollution and non-compliance with the agency’s directives, while Premiership Suites, located at Akin Osiyemi Street, Off Allen Avenue, Ikeja, was sealed for non-compliance with the agency’s directives.
Speaking on the enforcement operation, the General Manager of LASEPA, Mr Babatunde Ajayi, reiterated the organisation’s unwavering commitment to safeguarding public health and ensuring a cleaner, safer, and more sustainable environment across Lagos State.
He stressed that both individuals and corporate organisations have a responsibility to comply with environmental laws and regulations, stressing that environmental protection remains a collective duty that requires the cooperation of all stakeholders.
The LASEPA boss warned that the agency would continue to intensify enforcement actions against violators in order to curb environmental nuisances and protect residents from the harmful effects of pollution.
Mr Ajayi urged residents, business owners, and operators of commercial establishments to adopt environmentally responsible practices and cooperate with regulatory authorities in promoting a healthier, cleaner, and more livable Lagos.
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