ACHIEVING BOARD EFFECTIVENESS USING BOARD COMMITTEES

The composition, mix and structure of the Board of Directors of a Company and the effectiveness of the decision making process are key elements of sound corporate governance. A Board Committee consists of Directors mandated to carry out specified functions assigned by the Board. The establishment of Board Committees is one way of achieving greater […]

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 NON-EXECUTIVE DIRECTOR COMPENSATION – A BALANCING ACT

In general, Directors have three main roles – viz- monitor and provide leadership to Management on behalf of Shareholders; provide Strategic Direction and Policy Support; acquire resource for the company. These roles presuppose that through the expertise, wisdom, experience and information available to individual Directors, the Board will provide the required direction to the enterprise […]

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 The Role of the Internal Audit Function in Corporate Governance

“Internal auditing is an independent, objective assurance and consulting activity designed to add value and improve an organization’s operations. It helps an organisation accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control, and governance processes.”– Institute of Internal Auditors Internal Audit has evolved significantly from […]

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 CORRELATING DIRECTOR INFLUENCE WITH BOARD PERFORMANCE

The concept of ‘Influence’ and its impact on an organization’s performance is a subject that has held interest for quite some time. A two-edged sword that is often subject to more than one meaning, Influence may be positive or negative, the latter typically characterized by qualifying adjectives such as ‘negative’ or the more sublime ‘undue’ […]

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 “A DIRECTOR SHALL NOT FETTER HIS DISCRETION TO VOTE IN A PARTICULAR WAY” – SECTION 279(6) OF CAMA

According to Section 279 of the Companies and Allied Matters Act (CAMA), as fiduciaries, Directors are expected to act in good faith at all times – a duty primarily owed to all stakeholders in the Company; exercise power only for proper purpose –  if not, they may be liable to the Company for losses incurred; […]

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 The Effective Director: Personal Attributes

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 those attributes will contribute to the effectiveness of a Director and by extension the effectiveness of the Board. […]

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