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 […]
Conflict may be regarded as any form of friction, disagreement, or discord arising within a group when the views or actions of one or more members of the group are either resisted by or unacceptable to one or more members of the group. Where individuals with strong convictions associate, conflict may arise from a divergence […]
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 […]
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 […]
The first reference to the concept of the Senior Independent Director was made as part of the recommendations by the Higgs Report published in the United Kingdom in 2003. No concise definition has been proffered for the Senior Independent Director (SID) over the years but a SID may simply be described as an Independent Director […]
The role of the Independent Non-Executive Director (INED) in achieving Board effectiveness has been enshrined in almost all the Corporate Governance Codes in Nigeria. The Securities and Exchange Commission’s CG Code defines an INED as a Director who is not a substantial shareholder of the Company (holds less than 0.1%); is not a representative of […]
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 […]
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 […]