A Director stands in a fiduciary relationship towards the company and shall observe the utmost good faith towards the company in any transaction with it or on its behalf. He/she is therefore expected to devote such time and attention as is necessary for the proper performance of his/her duties as a Director. Attendance and effective […]
“The establishment of a system of regular dialogue with shareholders balances their needs, interests and expectations with the objectives of the Company.” Principle 22, Nigerian Code of Corporate Governance, 2018 (NCCG). Shareholder engagement can be defined as a relationship building process that provides the Board of Directors and Management the opportunity to communicate with and […]
”General Meetings are important platforms for the Board to engage shareholders to facilitate greater understanding of the Company’s business, governance and performance. They provide shareholders with an opportunity to exercise their ownership rights and express their views to the Board on any areas of interest.” Principle 21 of the Nigerian Code of Corporate Governance, 2018 […]
Principle 20 of the Nigerian Code of Corporate Governance 2018 (NCCG) provides that “An external auditor is appointed to provide an independent opinion on the true and fair view of the financial statements of the Company to give assurance to stakeholders on the reliability of the financial statements.” The External Auditor is widely regarded as […]
“An effective whistle-blowing framework for reporting any illegal or unethical behavior minimizes the Company’s exposure and prevents recurrence.” Principle 19, Nigerian Code of Corporate Governance, 2018. Whistle-blowing is generally defined as the disclosure by members of an organization (former or current) of illegal, immoral or illegitimate practices under the control of their employers, to persons […]
In recent years, cases of corporate failure have highlighted the need to look beyond the assurance provided by external audit and the oversight role of the Statutory Audit Committee with respect to the Board’s responsibility for risk management, control, and the entire governance framework. Attention has been focused on strengthening internal governance infrastructure that will […]
Risk is an underlying factor in every business and can be defined as the probability or threat of damage, injury, liability, loss, or any other negative occurrence that is caused by external or internal vulnerabilities. ISO Guide 73 defines risk as the effect of uncertainty on objectives which may be positive, negative or a deviation […]
Principle 16 of the Nigerian Code of Corporate Governance 2018 (NCCG) deals with Remuneration Governance and provides that “The Board ensures that the Company remunerates fairly, responsibly and transparently so as to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term.” Remuneration Governance is one of the most […]
“Institutionalizing a system for evaluating the Company’s corporate governance practices ensures that its governance standards, practices and processes are adequate and effective.” In addition to the performance evaluation of the Board, the Nigerian Code of Corporate Governance, 2018 recommends an annual corporate governance evaluation. Essentially an audit of the Company’s governance standards, practices and processes […]
“Annual Board evaluation assesses how each Director, the Committees of the Board and the Board are committed to their roles, work together and continue to contribute effectively to the achievement of the Company’s objectives.” Principle 14, Nigerian Code of Corporate Governance, 2018 (NCCG). An effective Board of Directors is a critical factor in ensuring a […]