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 […]
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 […]
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. […]
Increasingly, regulators, shareholders, and other stakeholders expect the Board of Directors to reflect the diversity of its broader stakeholder group and even society in general. A growing number of jurisdictions are encouraging – and some, particularly in Europe are mandating – quotas regarding the percentage of women required on the boards. In Norway, diversity in […]
The Chairman of the Board is Primus Inter Pares (the first among equals or first among peers) on the Board of Directors of every company and typically elected by members of the Board of Directors who also determine the period for which she is to hold office. In some jurisdictions, the Chairman of the Board […]
A Director stands in a fiduciary relationship towards the company and shall observe the utmost good faith towards the company in any transaction with it or on its behalf. She is therefore expected to devote such time and attention as is necessary for the proper performance of her duties as a Director. Attendance and effective […]
The SEC Code of Corporate Governance provides that the Board may in addition to the Audit Committee required by the Companies and Allied Matters Act, establish a Governance & Remuneration Committee as well as a Risk Management Committee, as the Board may deem appropriate depending on the needs and industry requirements of the Company. The […]
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; […]