Section 269 (1) of the Companies and Allied Matters Act (CAMA) 2020 defines a director as a person who is duly appointed by the company to direct and manage the business of the company. Every company is required to have a minimum of two directors (Section 271 CAMA). Directors have been categorized over time into […]
The disruption that has characterized 2020 on personal and corporate levels across the world has been phenomenal, with far reaching impact. On a corporate level, it is now apparent that Boards can no longer rely on traditional risk management and business recovery planning efforts which clearly did not anticipate the major disruption that Covid-19 brought […]
Given that Directors are effectively agents, appointed by the shareholders of the to manage the affairs of the Company, a Director must not allow personal interest to affect his or her independent judgment. When a director has an interest, which impairs or can reasonably be perceived to impair their ability to perform their duties and […]
Trade is one of the key factors responsible for interaction among nation-states. It involves goods and services, and connects communities, countries and continents. Essentially, a free trade area is a geographical area where there are no import tariffs between or among the countries that have signed a free trade agreement. The importance of a free […]
Passing the baton of leadership or picking the right replacement for a departing CEO is a critical challenge for the Board of Directors. It is oftentimes a complex decision given the interplay of corporate politics and personal emotion. As the CEO’s performance and that of the Company are so intertwined, CEO succession is a key […]
A key responsibility of the Board is providing direction and defining the central idea of the enterprise. In this regard, it plays a significant role, working with Management in articulating corporate strategy. It thus has a responsibility for monitoring the execution and implementation of Strategy by Executive Management and will have to periodically undertake an […]
The office of the Company Secretary is a statutory position occupied by a principal officer of the Company, responsible for ensuring that the Company complies with statutes and regulations (where the incumbent is also the Compliance Officer), and also keeps the Board informed of its legal responsibilities. Company Secretaries have high-level responsibilities including advising on […]
The frequency of Board meetings with the onset of the Covid-19 Pandemic has witnessed a spike, fueled by the ease of convening virtual Board meetings, our new normal. We should not however lose sight of the requirement to give notice ahead of such meetings. Statutorily, Directors are entitled to receive fourteen days’ notice (except otherwise […]
Board independence is considered pivotal to corporate governance as a result of which governance reforms in recent years have increasingly pinned hope as well as responsibility on Independent Directors to drive higher standards of governance. An Independent Director is typically a non-executive director who is free from such relationships or circumstances with the company, Management, […]
It is acknowledged that the office of a Director is a “high calling”. It is oftentimes challenging and requires of the individual certain attributes to achieve effectiveness. Whilst each Board has its own peculiarities, being possessed of these attributes will enable the Director to perform optimally and contribute to Board effectiveness. These include the following: […]