The composition, mix and structure of the Board of Directors of a Company and the effectiveness of the decision making process are key elements of sound corporate governance. A Board Committee consists of Directors mandated to carry out specified functions assigned by the Board. The establishment of Board Committees is one way of achieving greater […]
In general, Directors have three main roles – viz- monitor and provide leadership to 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 […]
A quorum is the minimum number of members required by law, Articles or the Charter of a group or entity that must be present at a meeting to transact business. According to Wikipedia, “a quorum is the minimum number of members of a deliberative assembly necessary to conduct the business of that group”. Roberts Rule […]
A recurrent challenge with many businesses globally is the failure to adequately plan for succession. Whilst the reasons for this may vary from one institution to another, there is no gainsaying that failure of leadership to plan for the future has far-reaching consequences that go beyond the organization itself and impacts on economic sustainability and […]
“Internal auditing is an independent, objective assurance and consulting activity designed to add value and improve an organization’s operations. It helps an organisation accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control, and governance processes.”– Institute of Internal Auditors Internal Audit has evolved significantly from […]
Directors typically – save for Independent Directors – are not precluded from holding shares in companies on whose Boards they serve. Indeed, some companies by their Articles of Association prescribe shareholding qualification for Directors. Section 251 (1) & (2) of the Companies and Allied Matters Act, 2004 (CAMA) provides a basis for this. Where so […]
The concept of ‘Influence’ and its impact on an organization’s performance is a subject that has held interest for quite some time. A two-edged sword that is often subject to more than one meaning, Influence may be positive or negative, the latter typically characterized by qualifying adjectives such as ‘negative’ or the more sublime ‘undue’ […]
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; […]
It is acknowledged that the office of a Director is a “high calling”. It is oftentimes challenging and requires of the individual certain attributes to achieve effectiveness. Whilst each Board has its own peculiarities, being possessed of those attributes will contribute to the effectiveness of a Director and by extension the effectiveness of the Board. […]
A conflict of interest occurs when an individual is involved in multiple interests, one of which could possibly corrupt the motivation for an act in the other. It is inevitable that Directors will face situations of potential conflict of interest with the companies they serve. The “Agency Theory” postulates that Shareholders are principals and Management […]