The Companies & Allied Matters Act 1990 (CAMA) 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 […]
The courts have held that “a director’s right to information is usually unfettered in nature” (Kalisman V. Friedman, 2013 Delaware Chancery Court). Given the extent of their statutory duties, Directors are entitled to demand for and receive all such information as required to enable them take decisions that are in the best interest of the […]
Passing the baton of leadership or picking the right replacement for a departing CEO is a critical challenge for the Board of Directors. It is oftentimes a complex decision given the interplay of corporate politics and personal emotion. As the CEO’s performance and that of the Company are so intertwined, CEO succession is a key […]
Director Liability Insurance known otherwise as Director and Officers Liability Insurance (D&O) which is somewhat synonymous with corporate indemnification, is insurance protection for Directors against claims which arise from the actions (and failure to act) taken (or not taken) by them in the performance of their statutory duties. D & O Insurance is usually taken […]
A subsidiary is an entity owned by another where the latter entity holds more than half (at least 51%) of the subsidiary’s issued equity. Subsidiaries are created for reasons ranging from the need to carry out business through another entity due to inability of the parent company to undertake the particular business or where the […]
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 […]
Corporate Governance probably has a zillion definitions. According to Wikipedia an important theme of corporate governance is the nature and extent of accountability of particular individuals in the organization, and mechanisms that try to reduce or eliminate the principal-agent problem. An interesting definition is one that defines Corporate Governance as “aimed at reducing conflicts of […]
In an effort to maintain standards that form the basis of their competitive advantage, multinational firms have a set of standard operating procedures that apply across the global organization. Indeed, business success often depends on globally integrated operations – including marketing, production, research and development as well as human resources management. A major challenge in […]
“The greater a man is in power above others, the more he ought to excel them in virtue. None ought to govern who is not better than the governed” Publilius Syrus At the Annual Conference of the Society for Corporate Governance with the theme “Leadership and Governance in the Public Sector”, Governor Bababtunde Fashola and […]
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 […]