Boards function well when Directors work as a team. When they have common objectives and a shared vision, are driven by a sense of commitment to attaining those objectives and actualizing the vision, Directors add immeasurable value to the Board and the Company. An effective Board is one composed of individuals who can leverage their […]
Except for regulated entities subject to Corporate Governance Codes that impose term limits on Directors, many board appointments are assumed to be for life. Thus even where there are term limits and Directors don’t perform or out rightly misbehave, they inevitably complete their terms. In Nigeria, Directors are hardly ever removed. It is also not […]
Directors are required to hold office subject to retirement by rotation or removal. Section 259 of the Companies and Allied Matters Act, Cap C20, LFN, 2004 (CAMA) provides that unless there is a contrary provision in the Articles, all the directors shall at the first Annual General Meeting retire from office and at subsequent AGMs, […]
According to the Investment and Securities Act (ISA) 2007, “insider dealing includes insider trading and occurs when a person or group of persons who being in possession of some confidential and price sensitive information not generally available to the public, utilizes such information to buy or sell securities for the benefit of himself, itself or […]
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 […]
In general, Directors have three main roles – viz- monitor Management on behalf of Shareholders; provide Strategic Direction and Policy Support; acquire resource for the company. These roles presuppose that through the expertise, wisdom, experience and information available to individual Directors, the Board will provide the required direction to the enterprise and would identify and […]
Much has been said about making compliance with corporate governance compulsory. The various Codes of Corporate Governance oscillate between compulsory adherence, “comply or explain” and more or less voluntary compliance. In truth, many companies take the trouble to comply for varying reasons. For companies operating in closely regulated sectors particularly the financial services, compliance is […]
The Companies & Allied Matters Act 1990 (CAMA) 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 […]
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 […]
Passing the baton of leadership or picking the right replacement for a departing CEO is a critical challenge for the Board of Directors. It is oftentimes a complex decision given the interplay of corporate politics and personal emotion. As the CEO’s performance and that of the Company are so intertwined, CEO succession is a key […]