“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 […]
Corporate governance is an all- encompassing concept that defines the way a company or organization is managed and controlled. Its focus is on the control of legitimate corporate power, the effect of such control on the stakeholders and ways in which the key players are held accountable for their actions. The corporate governance framework establishes legitimate […]
The Audit Committee is a key governance structure charged with oversight over financial reporting and disclosure. Apart from the Statutory Audit Committee, as required (of public companies) by the Companies and Allied Matters Act, Cap C20, LFN, 2004 (CAMA) which is made up of an equal number of Directors and shareholder representatives, a company may […]
Risk Management is an integrated process that encompasses the identification, assessment and ranking of risk facing an organization and the practical efforts expended in mitigating and controlling them. The management of risk is at the heart of corporate governance as the sustainability and continuity of a company depends largely on its ability to measure, monitor […]
Succession planning is a concept that will continue to engage the minds of the Boards and Managements of many organizations for a long time to come. This is because it is now recognized that organizations need to be able to identify and retain potential talent, to remain at the forefront of their businesses. Therefore, in […]
The roles of the Chairman and Chief Executive Officer are the most powerful positions in a company. The Chairman is responsible for the leadership of the Board, while the CEO is the leader of the Management team, exercising such powers as delegated by the Board. Absolute authority is vested in one individual when these roles […]
The Chairman of the Board is Primus Inter Pares (the first among equals or first among peers) on the Board of Directors of every company and typically elected by members of the Board of Directors who also determine the period for which he/she is to hold office. In other jurisdictions, the Chairman of the Board […]
Shareholder Activism is a way in which shareholders can influence a company’s behavior by exercising their rights as owners (Investopedia). Financial Times defines Shareholder Activism as “the idea that investors should work to influence the running of the companies in which they invest, primarily through the casting of shareholder voting. This activity is designed to […]