Executives inevitably see themselves as responsible for the success of their organizations – and perhaps blame the microeconomic environment and other factors when they fail. This sense of accomplishment oftentimes comes with a surreal feeling of invincibility and executives sometimes have a sense that with all the responsibility on their shoulders, Non-Executive Directors should not […]
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, information technology, research and development as well as human resource management. A major […]
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 certain attributes will contribute to the effectiveness of a Director and by extension the effectiveness of the Board. […]
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 […]
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 […]
“We all owe the shareholder activists, accountants, lawyers, and analysts who study corporate governance a debt: In the 1980s and 1990s, they alerted us to the importance of independent directors, audit committees, ethical guidelines, and other structural elements that can help ensure that a corporate board does its job. Without a doubt, these good-governance guidelines […]
Hosting great Board meetings forms key deliverables for the Company Secretary. However, it is also the responsibility of the CEO to ensure that for Board meetings to achieve the intended objectives, sufficient attention goes to planning even the minutest detail. A few of the details that should be top of mind in achieving a great […]
Directors owe their fiduciary duties to the Company as a whole and are expected to act in the best interest of the Company and not in the narrow interest of the stakeholders (typically shareholders) they represent. An independent mindset will enable the Director take a stand, when he/she is of the view that the company’s […]
The Financial Reporting Council (‘FRC’) in purported exercise of its powers under Section 50 of the Financial Reporting Council of Nigeria Act, 2011, had on the 17th of October 2016 issued the now suspended National Code of Corporate Governance which took effect on the same date. The much touted ‘Super Code’ which aimed to address […]
Non-Executive Directors (NEDs) play an important and indispensable role in corporate governance and commercial sustenance. Although NEDs share the same general responsibilities and duties as other Directors, they occupy a central position in Board governance and play an integral role in ensuring the effectiveness of Executive Directors and the smooth functioning of any business enterprise. […]