TREATIES AND CORPORATE GOVERNANCE
In an increasingly globalized economy, corporate governance has become a critical concern for both domestic and foreign investors. As businesses expand across borders, the need for regulatory frameworks that ensure transparency, accountability, and investor protection grows stronger. One of the key instruments facilitating this is international treaties. Treaties, whether bilateral or multilateral, play a crucial role in shaping corporate governance by setting standards for ethical business conduct, reducing investment risks, and fostering investor confidence.
WHAT ARE TREATIES?
Treaties are binding agreements under international law between countries or international organizations. They govern diverse areas including trade, investment, taxation, human rights, and corporate governance, fostering cooperation and legal stability across jurisdictions.
For foreign investors, treaties, especially Bilateral Investment Treaties (BITs) and Multilateral Trade Agreements (MTAs), play a crucial role in ensuring fair treatment, protecting investments, and promoting transparency in corporate governance. In essence, treaties promote trust and accountability in foreign markets, thereby creating a more secure and predictable environment for investors.
TYPES OF TREATIES
Bilateral Treaties (Between Two Countries)
These are agreements between two countries, often covering trade, investment, defense, taxation, or other areas of cooperation. They also help to strengthen diplomatic and economic ties between the two nations. Some examples include.
The Nigeria-UK Bilateral Investment Treaty (BIT) helps protect UK investors in Nigeria and vice versa. The Nigeria-Canada Double Taxation Treaty, which prevents businesses and individuals from being taxed twice on the same income etc.
Multilateral Treaties (Between Multiple Countries)
These are treaties that involve three or more countries and are usually negotiated through international organizations like the United Nations (UN) or the World Trade Organization (WTO). It also helps to establish global or regional rules on trade, investment, human rights, or environmental protection.
Regional Treaties (For Specific Regions)
These treaties apply only to countries within a specific geographic region. For Example, the African Continental Free Trade Area (AfCFTA), which promotes trade among African nations by reducing tariffs and trade barriers. Regional treaties also help to strengthen political, economic, and legal cooperation among neighboring countries.
Trade and Investment Treaties
These treaties protect and promote cross-border trade and investments by ensuring fair treatment, reducing tariffs, and preventing expropriation. For example, the United States-Mexico-Canada Agreement (USMCA), which assists with the regulation of trade between the three North American countries.
Human Rights Treaties
These treaties protect fundamental human rights and freedoms, ensuring that governments treat their citizens fairly. For example, the Universal Declaration of Human Rights (UDHR), sets global human rights standards.
CORPORATE GOVERNANCE
Generally, corporate governance refers to the system by which companies and public entities are directed and controlled. It encompasses principles such as accountability, transparency, fairness, and responsibility. It also refers to the systems, principles, and processes that guide how businesses are run.
Effective corporate governance ensures that companies operate ethically, minimize corruption, and protect the interests of stakeholders, including shareholders, governments, host communities, employees, and the broader economy.
For foreign investors, corporate governance is particularly important because:
It determines the level of protection they receive in host countries.
Weak governance structures can expose investors to legal uncertainties, financial fraud, and political risks, operational and reputational exposures.
Transparency in financial reporting and decision-making.
Protection from undue government interference, regulatory and statutory dynamics or unfair business practices.
A legal framework that reduces corruption and promotes accountability.
HOW TREATIES STRENGTHEN CORPORATE GOVERNANCE FOR FOREIGN INVESTORS
1. Legal Protection and Investor Confidence
International treaties, such as Bilateral Investment Treaties (BITs) and Free Trade Agreements (FTAs), create a stable legal environment that reassures foreign investors. These treaties typically contain provisions that:
Guarantee fair and equitable treatment (FET): Ensuring that foreign investors are not subjected to discriminatory or arbitrary government actions.
Provide dispute resolution mechanisms: Allowing investors to seek legal redress through international arbitration, such as the International Centre for Settlement of Investment Disputes (ICSID).
Ensure protection against expropriation: Preventing governments from seizing investors’ assets without fair compensation. Examples of some treaties with these provisions include:
Article 13 of the Energy Charter Treaty (ECT) provides thus:
“Investments… shall not be nationalized, expropriated or subjected to a measure or measures having effect equivalent to nationalization or expropriation… except where such expropriation is for a purpose which is in the public interest, not discriminatory and carried out under due process of law, and accompanied by the payment of prompt, adequate and effective compensation.”
Article IV of the United States–Argentina BIT (1991) also provides thus:
“Neither Party shall expropriate or nationalize a covered investment… except for a public purpose, in a non-discriminatory manner, upon payment of prompt, adequate, and effective compensation.”
Annex XX.11 of the Canada–EU Comprehensive Economic and Trade Agreement (CETA) provides thus
“Sets out criteria for lawful expropriation and recognizes indirect expropriation while ensuring public interest is not unduly hampered.”
By incorporating these protections, treaties enhance corporate governance by holding host countries accountable for maintaining legal and ethical business practices.
2. Standardizing Corporate Governance Frameworks
Multilateral treaties, such as those established by the World Trade Organization (WTO), the Organization for Economic Co-operation and Development (OECD), and the United Nations (UN), play a significant role in harmonizing corporate governance standards. These treaties create universal benchmarks that countries must adhere to, leading to:
Adoption of international financial reporting standards (IFRS): Ensuring transparency in financial disclosures.
Implementation of anti-corruption measures: In line with the UN Convention Against Corruption (UNCAC).
Strengthening of corporate accountability laws: Requiring boards of directors to uphold fiduciary duties and ethical decision-making.
For foreign investors, standardization reduces the risks associated with regulatory inconsistencies between home and host countries, making it easier to assess investment opportunities.
3. Strengthening Anti-Corruption Mechanisms
Corruption remains one of the biggest threats to corporate governance and foreign investment. Treaties such as the OECD Anti-Bribery Convention and the United Nations Convention Against Corruption (UNCAC) compel signatory nations to adopt and enforce stringent anti-corruption policies. These include measures to criminalize bribery of public officials, enhance whistleblower protections, and promote transparency in public procurement.
To further strengthen the global response, international anti-money laundering (AML) frameworks play a crucial role in detecting and disrupting the flow of illicit funds generated through corrupt practices. The Financial Action Task Force (FATF) sets global standards for AML and counter-terrorism financing (CFT), requiring member countries to implement robust systems for customer due diligence, financial reporting, and cross-border information sharing.
Additionally, instruments such as the EU Anti-Money Laundering Directives (AMLDs) impose strict compliance obligations on financial institutions to prevent the misuse of financial systems for laundering proceeds of corruption. These include Know Your Customer (KYC) requirements, suspicious transaction reporting, and enhanced scrutiny of politically exposed persons (PEPs).
By ensuring that these policies are legally binding, treaties create a governance framework that minimizes corruption risks and strengthens investor confidence.
4. Improving Board and Shareholder Rights
Some international treaties explicitly address corporate governance by requiring companies to enhance board accountability and shareholder protections. This includes:
Strengthening Minority Shareholder Rights
International frameworks such as the OECD Principles of Corporate Governance and the G20/OECD Principles emphasize equitable treatment of shareholders. Instruments like the EU Shareholder Rights Directive II (Directive (EU) 2017/828) enhance the ability of minority and foreign shareholders to participate in key decisions, including voting on executive pay and board appointments. These protections ensure that all shareholders, regardless of ownership percentage, have a voice in corporate affairs.
Mandating Disclosure of Beneficial Ownership
The disclosure of beneficial ownership is a global priority aimed at preventing money laundering, tax evasion, and illicit financial flows. The Financial Action Task Force (FATF) calls on countries to require legal entities to disclose their beneficial owners. Similarly, the United Nations Convention Against Corruption (UNCAC) obliges signatories to adopt transparency measures that expose hidden ownership structures. These requirements help mitigate the risk of corporate misuse and increase investor confidence.
Encouraging Gender Diversity and Ethical Leadership in Boardrooms
Promoting diverse and ethical leadership is central to modern corporate governance. The UN Sustainable Development Goals (SDG 5: Gender Equality), as well as the EU Directive 2022/2381 on Gender Balance on Corporate Boards, push for greater inclusion of women in leadership roles. Additionally, the IFC Corporate Governance Methodology and the G20/OECD Principles encourage ethical conduct, accountability, and integrity within boards, supporting long-term value creation.
Compliance with International Accounting and Auditing Standards
Effective corporate governance also relies on transparent financial reporting. Many treaties and agreements endorse the adoption of International Financial Reporting Standards (IFRS), developed by the International Accounting Standards Board (IASB), to ensure consistency and comparability across jurisdictions. Coupled with the International Standards on Auditing (ISA), these frameworks reinforce board responsibility and provide assurance to investors and regulators.
By enforcing these principles, treaties create an investor-friendly environment where corporate governance is not only a legal requirement but a business imperative.
5. Facilitating Cross-Border Regulatory Cooperation
Foreign investors often face significant challenges when navigating the differing regulatory frameworks of multiple jurisdictions. These discrepancies can lead to conflicts of laws, where legal obligations in one country may contradict or fail to align with those in another. Such conflicts create uncertainty, increase compliance costs, and elevate the risk of legal exposure. Due to this, international treaties play a crucial role in mitigating these challenges by promoting cross-border regulatory cooperation through. Some of the Agreements put in place to achieve same include:
Mutual Recognition Agreements (MRAs): These agreements allow a company’s regulatory compliance in one country to be accepted in another, reducing duplicative efforts and streamlining operations for multinational enterprises.
Regulatory Convergence: Treaties encourage countries to harmonize their corporate governance standards, including financial reporting, board composition, transparency obligations, and shareholder protections. This alignment promotes predictability and reduces regulatory arbitrage.
Data Sharing and Enforcement Collaboration: Cross-border treaties enable regulators to share information and coordinate enforcement actions. This collaboration helps monitor and prevent issues such as money laundering, tax evasion, and corporate fraud that transcend national boundaries.
By fostering international regulatory coherence, such treaties enhance transparency, accountability, and compliance key pillars in preventing corporate governance failures.
Conflict of Laws and Practical Solutions
When foreign investors operate across borders, they often encounter jurisdictional overlaps, where the laws of two or more countries may simultaneously apply. Examples include differing standards on accounting disclosures, director liability, or shareholder rights.
To address these issues, treaties may include:
Choice of Law Clauses: Specifying which jurisdiction’s laws will govern in case of disputes.
Harmonized Legal Definitions: Ensuring consistent interpretation of key terms (e.g., “beneficial ownership,” “related-party transactions”) across legal systems.
International Legal Frameworks: Encouraging alignment with supranational standards such as those from the OECD, UNCITRAL, or IOSCO.
Alternative Dispute Resolution (ADR) Remedies
To further reduce legal uncertainty, many treaties incorporate or support ADRmechanisms such as:
International Arbitration: Often facilitated through institutions like the International Centre for Settlement of Investment Disputes (ICSID) or the International Chamber of Commerce (ICC), arbitration offers a neutral forum for resolving cross-border disputes outside domestic courts.
Mediation and Conciliation: These less adversarial options are increasingly being integrated into investment and trade agreements to encourage early settlement and preserve business relationships.
Investor-State Dispute Settlement (ISDS): Embedded in many investment treaties, ISDS mechanisms allow foreign investors to bring claims directly against host states for treaty violations, thereby enhancing legal protections and reducing political risk.
Some examples of treaties that have strengthened Corporate Governance include:
International and Regional Treaties Advancing Corporate Governance.
The US-Mexico-Canada Agreement (USMCA)
The USMCA, which replaced NAFTA, introduced a more robust framework for corporate governance. It includes enforceable labor rights protections, anti-corruption standards, and heightened compliance obligations for multinational corporations. These measures have improved transparency and accountability, especially for companies operating across borders.
The European Union’s Corporate Governance Directives
Through legal instruments such as the Treaty on the Functioning of the European Union (TFEU), the EU has harmonized corporate governance practices across member states. These directives promote investor protection, enhance boardroom accountability, and require timely financial disclosures, thereby fostering a healthier investment environment.
Nigeria’s Bilateral Investment Treaties (BITs)
Nigeria has entered into several BITs with countries like the United Kingdom, China, the Netherlands, and Germany. These treaties offer protections such as fair and equitable treatment, dispute resolution mechanisms through international arbitration, and safeguards against expropriation. As a result, foreign investors enjoy improved legal certainty and confidence in Nigeria’s business climate.
The African Continental Free Trade Area (AfCFTA)
The AfCFTA represents a historic step towards economic integration on the continent. Beyond its trade liberalization goals, it encourages harmonization of investment and corporate governance standards. By promoting transparency, fair competition, and sustainable development, AfCFTA lays the groundwork for a continent-wide corporate governance framework that supports cross-border investments and long-term economic stability.
The Organisation for the Harmonisation of Business Law in Africa (OHADA)
Covering 17 West and Central African countries, OHADA has been instrumental in standardizing business laws, including those on corporate governance, accounting, and commercial practices. Its unified legal framework has increased investor confidence, simplified dispute resolution, and enhanced corporate transparency particularly in Francophone African nations.
The Southern African Development Community (SADC) Protocol on Finance and Investment
The SADC Protocol aims to foster a sound investment climate by encouraging good governance, financial accountability, and private sector development. It commits states to uphold minimum standards for transparency and to adopt best practices in corporate regulation, thereby reducing investment risks across Southern Africa.
CHALLENGES AND LIMITATIONS
Despite their advantages, treaties are not without significant challenges, particularly in the context of corporate governance. Some of these challenges include:
Enforcement Deficiencies: One of the primary limitations of treaty-based frameworks is the inconsistent enforcement across jurisdictions. While treaties often outline best practices and obligations, some signatory countries lack the institutional capacity, political will, or legal infrastructure to fully implement these provisions. This results in gaps between commitment and compliance, ultimately weakening the intended impact on corporate governance standards.
Sovereignty and Regulatory Autonomy: Treaties can be perceived as encroachments on national sovereignty. Governments may resist fully adopting treaty-based governance mechanisms that are seen as externally imposed or inconsistent with domestic priorities. This tension between international obligations and national interests often slows down the pace of legal harmonization and creates room for selective implementation.
Investor-State Disputes and Legal Uncertainty: Although treaties often include dispute resolution mechanisms such as arbitration, these can lead to protracted and expensive legal battles. In some cases, the invocation of investor-state dispute settlement (ISDS) provisions has deterred regulatory reforms, as states fear litigation from foreign investors. This creates a chilling effect where governments may hesitate to introduce new corporate governance standards that could trigger claims.
Lack of Contextual Sensitivity: Many treaties adopt a one-size-fits-all approach, failing to consider the unique economic, political, and legal realities of different countries. This can result in governance frameworks that are misaligned with local needs or impractical to enforce, thereby undermining their effectiveness.
Limited Stakeholder Engagement: The treaty negotiation and implementation processes often exclude key domestic stakeholders such as civil society, local businesses, and non-governmental organizations. This lack of inclusivity can reduce legitimacy, hinder local buy-in, and diminish the success of corporate governance reforms.
Addressing these limitations would require multi-pronged strategy, enhanced international cooperation, the creation of robust and transparent monitoring systems, capacity-building efforts in domestic institutions, and a commitment to legal reforms that localize international standards in a way that reflects national realities and encourages ownership by all stakeholders.
CONCLUSION AND RECOMMENDATION
Treaties play a vital role in strengthening corporate governance for foreign investors by promoting legal certainty, standardizing regulations, combating corruption, and facilitating cross-border cooperation. As global investments continue to rise, the importance of treaties in ensuring good governance will only become more critical. For businesses and investors, understanding the impact of treaties on corporate governance is essential for making informed investment decisions. Likewise, governments must continue to leverage treaties to build investor-friendly environments that attract and retain foreign capital. By fostering transparency, accountability, and legal stability, treaties serve as powerful tools for enhancing corporate governance and driving sustainable economic growth worldwide.
Nevertheless, to fully realize the benefits of treaty-based governance, certain challenges must be addressed. One of the foremost needs is to strengthen enforcement mechanisms. This can be achieved through clearer implementation frameworks, regular compliance assessments, and capacity-building efforts that help countries meet their treaty obligations effectively. At the same time, treaty design should carefully balance the preservation of national sovereignty with the need for international cooperation. By allowing flexible implementation models that respect domestic legal systems, countries are more likely to adopt and internalize treaty provisions without perceiving them as external impositions.
Reforming dispute resolution processes is also critical. Investor-state dispute mechanisms should be made more transparent, efficient, and less adversarial. Incorporating mediation or other alternative dispute resolution tools before formal arbitration may reduce prolonged legal conflicts and maintain investor confidence. Furthermore, treaties must be designed with contextual sensitivity. A one-size-fits-all approach often fails to reflect the socio-economic and institutional differences between countries. Encouraging states to tailor treaty obligations to align with their local realities can improve implementation and long-term impact.
Finally, inclusive stakeholder engagement should be prioritized. The participation of civil society, private sector actors, and local legal institutions in treaty negotiation and implementation processes fosters greater legitimacy and promotes a shared sense of ownership. This inclusiveness helps ensure that treaty-based governance reforms are not only technically sound but also socially acceptable and politically sustainable.
By addressing these limitations through stronger cooperation, better design, and inclusive practices, treaties can become even more effective tools for enhancing corporate governance, fostering trust, and promoting sustainable investment-driven development.

