In general, Directors have three main roles – viz- monitor 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 and would identify 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 […]
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 […]
Efforts towards strengthening corporate governance have seen regulators around the world enact Codes to improve ethical standards in business. A common theme in the Codes is the independence of the Boards of Directors that oversee corporate managers. The crux of the Agency theory upon which corporate governance is based, is the existence of an independent […]
Transparency and disclosure are cornerstones of corporate governance and the bedrock of regulatory compliance. In response to recent corporate governance scandals, regulators have adopted a number of regulatory changes to achieve increased transparency. One component of these changes has been increased disclosure requirements. For example, the Sarbanes- Oxley (SOX) Act, adopted in response to Enron, WorldCom […]
A major duty of the Company Secretary is to prepare for and attend Board Meetings. To achieve a successful and productive meeting, adequate preparation is required. However, Company Secretaries do not always have the requisite support – particularly with respect to timely receipt of reports from functional heads and Executive Management. The preparation required usually […]
Independence broadly connotes the absence of interest in an enterprise or organization which could affect the exercise of objective judgment. In Nigeria, the SEC, CBN and NAICOM Codes of Corporate Governance require the appointment of Independent Directors. The SEC Code of Corporate Governance defines an Independent Director as a Non- Executive Director whose shareholding directly […]
The term ‘ethics’ is one which has found itself often linked with ‘morality’ and it has sometimes been applied more narrowly to mean the moral principles of a particular individual or group. Ethical conduct strikes at the core of corporate governance. Ethical conduct implies minimal standard of conduct that individuals and organisations apply in guiding […]
The composition, mix and structure of the Board of Directors of a Company and 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 efficiency […]
The Companies and Allied Matters Act 1990 allows Directors to regulate their meetings as they please, with a proviso that the first Board meeting must be held within six (6) months of the incorporation of a company. In addition, the Articles of Association and Board Charter may contain provisions regulating the convention of meetings (frequency, […]