In Nigeria, the various Codes of corporate governance are largely “enabling”, providing a set of rules for companies to comply with voluntarily. The only exception is the CBN Code of Corporate Governance for Banks. The “Comply or Explain” principle is a central element of most corporate governance codes particularly in the United Kingdom, Germany, and […]
The view hitherto taken that SMEs and FOEs owing to their size, do not significantly contribute to the economy is fast changing. In reality, many SMEs and FOEs whilst small in size in terms of current operations have enormous growth potentials. According to the 2012 Enterprise Baseline Survey, SMEs and FMEs contribute nearly half of […]
The Companies & Allied Matters Act 1990 describes directors as those “duly appointed by the company to direct and manage the business of the Company”. It also lists as ineligible for appointment, a person less than 18 years of age, of unsound mind, an undischarged bankrupt; or who has been disqualified by a High Court […]
Directors are “persons duly appointed by a Company to direct and manage the business of the Company” and are required to devote sufficient time and resources in furtherance of their duties. Whether they act in executive (involved in day-to-day management) or non-executive capacity, Directors have rights and owe duties and responsibilities to the Company and […]
Sound corporate governance practices are essential for efficient, viable and sustainable growth of companies and institutions, including governments. An interesting definition of corporate governance is that which defines it as “a system of law and sound approaches by which corporations are directed and controlled, focusing on the internal and external corporate structures with the intention […]
The composition, mix and structure of the Board of Directors of a Company and 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 efficiency […]
In broad terms, corporate governance deals with the manner in which companies are run in order to meet the owners’ return on investment, whilst contributing to economic growth and efficiency as well as ethical business behaviour. In general, the Board of Directors has responsibility to direct the affairs of a company and it delegates the […]
The Companies and Allied Matters Act 1990 allows Directors to regulate their meetings as they please, with a proviso that the first Board meeting must be held within six (6) months of the incorporation of a company. In addition, the Articles of Association and Board Charter may contain provisions regulating the convention of meetings (frequency, […]
Directors hold office subject to removal or retirement by rotation. Section 259 of the Companies and Allied Matters Act 1990 (“CAMA”) requires all the directors of a company to retire at the first AGM, while one- third of the directors are obliged to retire at subsequent AGMs (unless otherwise provided in the Articles). With increasing […]
Directors are sometimes requested to sign waivers of notice, where a meeting of the Board of Directors has been convened with less than the statutory minimum notice. Are these waivers valid? Section 266 of CAMA provides as follows: (1) Every director shall be entitled to receive notice of the directors’ meetings, unless he is disqualified […]