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. Only recently, Apple amended […]
The roles of the Chairman and Chief Executive Officer are the most powerful positions in a company. The Chairman is responsible for the leadership of the Board, while the CEO is the leader of the Management team, exercising such powers as delegated by the Board. Absolute authority is vested in one individual when these roles […]
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 he/she is to hold office. In other jurisdictions, the Chairman of the Board […]
“Directors have sometimes been called trustees, or commercial trustees. Sometimes they have been called managing partners; it does not much matter what you call them as long as you understand what their true position is, which is really that they are commercial men managing a trading concern for the benefit of themselves and all the […]
The Companies & Allied Matters Act 1990 describes directors as those “duly appointed by the company to direct and manage the business of the Company”. It also lists as ineligible for appointment, a person less than 18 years of age, of unsound mind, an undischarged bankrupt; or who has been disqualified by a High Court […]
Directors are “persons duly appointed by a Company to direct and manage the business of the Company” and are required to devote sufficient time and resources in furtherance of their duties. Whether they act in executive (involved in day-to-day management) or non-executive capacity, Directors have rights and owe duties and responsibilities to the Company and […]
Directors hold office subject to removal or retirement by rotation. Section 259 of the Companies and Allied Matters Act 1990 (“CAMA”) requires all the directors of a company to retire at the first AGM, while one- third of the directors are obliged to retire at subsequent AGMs (unless otherwise provided in the Articles). With increasing […]
Conflict of Interest A conflict of interest occurs when an individual is involved in multiple interests, one of which could possibly corrupt the motivation for an act in the other. It is inevitable that Directors will face situations of potential conflict of interest with the companies they serve. The “Agency Theory” postulates that Shareholders are […]