Efforts towards strengthening corporate governance have seen regulators around the world enact Codes to improve ethical standards in business. A common theme in the Codes is the independence of the Boards of Directors that oversee corporate managers. The crux of the Agency theory upon which corporate governance is based, is the existence of an independent […]
“A leader takes people where they want to go. A great leader takes people where they don’t want to go but ought to be”. – Rosalynn Carter, Former First Lady of the United States. Successful corporate performance is founded on commitment to basic ethical principles aligned as much as possible to the interests of all […]
Increasingly, regulators, shareholders, and other stakeholders expect the Board of Directors to reflect the diversity of its broader stakeholder group and even society in general. A growing number of jurisdictions are encouraging – and some, particularly in Europe, are mandating – quotas regarding the percentage of women required on the boards. Only recently, Apple amended […]
To answer this question, it is necessary to have a good understanding of the roles and the duties of a Company Secretary. The Company Secretary is by Law an officer of the Company. When acting as an agent of the Company, he owes a duty to act in good faith in the best interest of […]
“A good reputation is more valuable than costly perfume” Ecclesiastes 7:1 (The Holy Bible) A few years ago, when CEOs had to answer the question “What are the major risks facing your organization?” many of them were quick to list political (environmental), operational, regulatory and human capital as the top four. Rarely did they consider […]
Institutional Shareholders and indeed individual shareholders are key stakeholders in any organization and play a significant role in corporate governance. The focus here is on Shareholder Associations and how managing them effectively is an important aspect of stakeholder management which is essential to the success of every company. The emergence of “independent” Shareholder Associations in […]
Transparency and disclosure are cornerstones of corporate governance and the bedrock of regulatory compliance. In response to recent corporate governance scandals, regulators have adopted a number of regulatory changes to achieve increased transparency. One component of these changes has been increased disclosure requirements. For example, the Sarbanes- Oxley (SOX) Act, adopted in response to Enron, WorldCom […]
“Whistle blowing is an act of a man or a woman who, believing that the public interest overrides the interest of the organization he serves, publicly “blows the whistle” if the organization is involved in corrupt, illegal, fraudulent or harmful activity.”– Ralph Nader. Recent corporate scandals continue to reinforce the need to enthrone processes and […]
A major duty of the Company Secretary is to prepare for and attend Board Meetings. To achieve a successful and productive meeting, adequate preparation is required. However, Company Secretaries do not always have the requisite support – particularly with respect to timely receipt of reports from functional heads and Executive Management. The preparation required usually […]
Independence broadly connotes the absence of interest in an enterprise or organization which could affect the exercise of objective judgment. In Nigeria, the SEC, CBN and NAICOM Codes of Corporate Governance require the appointment of Independent Directors. The SEC Code of Corporate Governance defines an Independent Director as a Non- Executive Director whose shareholding directly […]