Retirement of Directors by Rotation: The Position of Executive Directors

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 […]

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 Waiver of Statutory Notice for Board of Director Meetings

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 […]

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