The performance of the Company is intricately linked to the CEO’s performance and inevitably, the CEO’s performance (or a lack thereof) is measured against the Company’s performance. Thus when CEOs stumble or fall, they pull their companies down with them. Whilst the Board should not bear down on the CEO or tele-guide her, it has […]
“Good corporate governance is about ‘intellectual honesty’ and not just sticking to rules and regulations, capital flowed towards companies that practiced this type of good governance.“ – Mervyn King (Chairman: King Report) A lot has been said about the desirability of institutionalizing a mandatory regime of Corporate Governance as the optimal panacea for corporate failure. […]
“Directors have sometimes been called trustees, or commercial trustees. Sometimes they have been called managing partners; it does not much matter what you call them as long as you understand what their true position is, which is really that they are commercial men managing a trading concern for the benefit of themselves and all the […]
Boards function well when Directors work as a team. When they have common objectives and a shared vision, are driven by a sense of commitment to attaining those objectives and actualizing the vision, Directors add immeasurable value to the Board and the Company. An effective Board is one composed of individuals who can leverage their […]
Except for regulated entities subject to Corporate Governance Codes that impose term limits on Directors, many board appointments are assumed to be for life. Thus even where there are term limits and Directors don’t perform or out rightly misbehave, they inevitably complete their terms. In Nigeria, Directors are hardly ever removed. It is also not […]
Directors are required to hold office subject to retirement by rotation or removal. Section 259 of the Companies and Allied Matters Act, Cap C20, LFN, 2004 (CAMA) provides that unless there is a contrary provision in the Articles, all the directors shall at the first Annual General Meeting retire from office and at subsequent AGMs, […]
According to the Investment and Securities Act (ISA) 2007, “insider dealing includes insider trading and occurs when a person or group of persons who being in possession of some confidential and price sensitive information not generally available to the public, utilizes such information to buy or sell securities for the benefit of himself, itself or […]
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 […]
In general, Directors have three main roles – viz- monitor 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 and would identify and […]
Much has been said about making compliance with corporate governance compulsory. The various Codes of Corporate Governance oscillate between compulsory adherence, “comply or explain” and more or less voluntary compliance. In truth, many companies take the trouble to comply for varying reasons. For companies operating in closely regulated sectors particularly the financial services, compliance is […]