BOARD PERFORMANCE EVALUATION – BEYOND BOX TICKING

The various Codes of Corporate Governance provide that Boards should undertake an annual appraisal of the performance of the Board, Board Committees and of individual Directors. The Report of this assessment is in some cases required to be sent to the industry regulator and presented to the shareholders at a general meeting. Many Boards have […]

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 The Role of the Board Governance & Nomination Committee

The SEC Code of Corporate Governance provides that the Board may in addition to the Audit Committee required by the Companies and Allied Matters Act, establish a Governance & Remuneration Committee as well as a Risk Management Committee, as the Board may deem appropriate depending on the needs and industry requirements of the Company. The […]

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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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