A Board is said to be dysfunctional when it fails to effectively fulfil its responsibilities and provide proper leadership and strategic direction to the Company. Dysfunctionality on the Board may exist when the Board’s performance is suboptimal. According to Principle 1 of the Nigerian Code of Corporate Governance (NCCG), “A successful Company is headed by […]
Board diversity reinforces the breadth and robustness of experience, skill, knowledge, background, and heterogeneity of members of the Board. Board effectiveness is hinged to a large extent on its diversity across these broad areas. Conversely, a diverse Board as a collection of individuals, each with his or her perspectives, interests, and concerns, could also imply […]
The Board is to a large extent responsible for corporate success and as such it is essential for aspiring Board members to be well equipped to deliver on this onerous responsibility. The role of the Board is to review and evaluate present and future opportunities, consider risks, reinforce strengths, identify weaknesses and generally provide direction […]
There are some common misconceptions about the role of the Board of Directors. Some people think the Board is a mysterious group of people who waltz into head office and shut themselves in the Boardroom every quarter with stern faces, attending long and boring meetings where they criticize and lambast Management. Another group believes the […]
Crisis management is a critical component of business continuity that should be prioritized by the Board. Inevitably, unforeseen circumstances could arise, which if not managed properly can shake the very foundation of the Board and by extension that of the Company . Planning for and emplacing an effective crisis management plan will better-position the Board […]
To fulfil its mandate effectively and provide the required leadership to Management, Board independence is imperative and familiarity that comes with longevity is a threat to Board independence. There is a healthy debate in favor and against tenure limits for Directors. The Company and Allied Matters Act (CAMA) clearly provides for the appointment, removal, age […]
Section 269 (1) of the Companies and Allied Matters Act (CAMA) 2020 defines a director as a person who is duly appointed by the company to direct and manage the business of the company. Every company is required to have a minimum of two directors (Section 271 CAMA). Directors have been categorized over time into […]
The disruption that has characterized 2020 on personal and corporate levels across the world has been phenomenal, with far reaching impact. On a corporate level, it is now apparent that Boards can no longer rely on traditional risk management and business recovery planning efforts which clearly did not anticipate the major disruption that Covid-19 brought […]
The office of the Company Secretary is a statutory position occupied by a principal officer of the Company, responsible for ensuring that the Company complies with statutes and regulations (where the incumbent is also the Compliance Officer), and also keeps the Board informed of its legal responsibilities. Company Secretaries have high-level responsibilities including advising on […]
Board independence is considered pivotal to corporate governance as a result of which governance reforms in recent years have increasingly pinned hope as well as responsibility on Independent Directors to drive higher standards of governance. An Independent Director is typically a non-executive director who is free from such relationships or circumstances with the company, Management, […]