Principle 20 of the Nigerian Code of Corporate Governance 2018 (NCCG) provides that “An external auditor is appointed to provide an independent opinion on the true and fair view of the financial statements of the Company to give assurance to stakeholders on the reliability of the financial statements.” The External Auditor is widely regarded as […]
In recent years, cases of corporate failure have highlighted the need to look beyond the assurance provided by external audit and the oversight role of the Statutory Audit Committee with respect to the Board’s responsibility for risk management, control, and the entire governance framework. Attention has been focused on strengthening internal governance infrastructure that will […]
Risk is an underlying factor in every business and can be defined as the probability or threat of damage, injury, liability, loss, or any other negative occurrence that is caused by external or internal vulnerabilities. ISO Guide 73 defines risk as the effect of uncertainty on objectives which may be positive, negative or a deviation […]
“Leaderless teams are not unknown. The Orpheus Chamber Orchestra performs Beethoven symphonies without a conductor. Special forces conduct missions without a commissioned officer. Yet these are the rare exceptions. Virtually every team – whether a rowing crew seeking a championship or a company executing a strategy – requires a capable leader” . Boards That Lead […]
In law there is no real distinction between the different categories of Directors. “It may be “unhelpful and even misleading to classify company directors as “executive” and “non-executive” for purposes of ascertaining their duties to the company or when any specific or affirmative action is required of them” – Re Elgindata Ltd. It is however […]
Boards of Directors typically constitute Board Committees to support the Board in the performance of specific aspects of Board oversight. Typically, the Company’s Article of Association and respective industry Codes and regulations allow the Board to perform its oversight role through Committees. Committees are often given the mandate to deal more effectively with complex issues […]
A quorum is the minimum number of members required by law, Articles or the Charter of a group or entity that must be present at a meeting to transact business. According to Wikipedia, “a quorum is the minimum number of members of a deliberative assembly necessary to conduct the business of that group”. Roberts Rule […]
In an effort to maintain standards that form the basis of their competitive advantage, multinational firms have a set of standard operating procedures that apply across the global organization. Indeed, business success often depends on globally integrated operations – including marketing, production, information technology, research and development as well as human resource management. A major […]
As useful as a Board of Directors is to an organization, it can only be impactful if it is effective. An effective Board will provide direction and guidance, ensure that Management works towards maximizing shareholder value and meeting other stakeholder expectations. To be effective, the Board most be composed of competent individuals who bring to […]
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 […]