Confidentiality and the Board of Directors

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 […]

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 DIVERSITY ON THE BOARD

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 […]

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 BOARD PERFORMANCE EVALUATION – BEYOND BOX TICKING

The various Codes of Corporate Governance provide that Boards should undertake an annual appraisal of the performance of the Board, Board Committees and of individual Directors. The Report of this assessment is in some cases required to be sent to the industry regulator and presented to the shareholders at a general meeting. Many Boards have […]

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 The Role of the Board Governance & Nomination Committee

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 […]

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 “A DIRECTOR SHALL NOT FETTER HIS DISCRETION TO VOTE IN A PARTICULAR WAY” – SECTION 279(6) OF CAMA

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; […]

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 The Corporate Governance Rating System

Licensed under the Investments and Securities Act to provide listing, trading and licensing services as well as market data solutions among others, and in recognition of the importance of corporate governance as an essential tool for long-term growth, sustainability and value creation, The Nigerian Stock Exchange (NSE) encourages listed companies and dealing member firms to […]

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