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; […]
The first reference to the concept of the Senior Independent Director was made as part of the recommendations by the Higgs Report published in the United Kingdom in 2003. No concise definition has been proffered for the Senior Independent Director (SID) over the years but a SID may simply be described as an Independent Director […]
Licensed under the Investments and Securities Act to provide listing, trading and licensing services as well as market data solutions among others, and in recognition of the importance of corporate governance as an essential tool for long-term growth, sustainability and value creation, The Nigerian Stock Exchange (NSE) encourages listed companies and dealing member firms to […]
Auditors are required to be independent in the performance of audit activities such that their professional judgement is unbiased and in such manner that will give the assurance of independence and objectivity to a third party having knowledge of all relevant information. Auditor Independence refers to “the independence of the Internal Auditor or of the […]
The role of the Independent Non-Executive Director (INED) in achieving Board effectiveness has been enshrined in almost all the Corporate Governance Codes in Nigeria. The Securities and Exchange Commission’s CG Code defines an INED as a Director who is not a substantial shareholder of the Company (holds less than 0.1%); is not a representative of […]
The Audit Committee is a key governance structure charged with oversight over financial reporting and disclosure. Apart from the Statutory Audit Committee, as required (of public companies) by the Companies and Allied Matters Act, Cap C20, LFN, 2004 (CAMA) which is made up of an equal number of Directors and shareholder representatives, a company may […]
Corporate strategy is the overall scope and direction of an organization and the way in which its business operations work together to achieve particular goals in the short, medium and long term. A pivotal role of the Board of Directors is to provide leadership in the development and execution of a Strategic Plan for the […]
“Fundamentally, governance is governance. There is no substantive difference in good governance between public companies and not-for-profit organizations; in fact, many NPOs have governance practices that equal the best practices of many public companies” – Deloitte Center for Corporate Governance. According to the exposure draft of the Financial Reporting Council (FRC) National Code of Corporate […]
“Ethics or simple honesty is the building block upon which our whole society is based, and business is a part of our society, and it is integral to the practice of being able to conduct business, that you have a set of honest standards”. – Kerry Stokes Corporate governance is an encompassing concept that defines […]
“The battle for financial statement integrity and reliability depends on balancing the pressures of multiple stakeholders, including management, regulators, investors and the public interest” American Institute of CPAs. The Audit Committee is widely recognized as an important mechanism required to ensure good corporate governance.Section 359 (3) & (4) of the Companies and Allied Matters Act […]