Culture is fundamental to the success or failure of an enterprise. The misconduct of a senior executive – or even that of a junior officer – in this era of social media can cause irreparable damage to the Company’s reputation. Underscoring the importance of Corporate Culture, Principle 1 of the Nigerian Code of Corporate Governance […]
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 […]
Sound corporate governance practices are essential for efficient, viable and sustainable growth of companies and institutions, including governments. An interesting definition of corporate governance is that which defines it as “a system of law and sound approaches by which corporations are directed and controlled, focusing on the internal and external corporate structures with the intention […]
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 leader’s job is to look into the future and see the organization not as it is but as it should be” Jack Welch There is an overwhelming consensus that 2019 promises to be an eventful year for Nigeria. Being an election year, the horse trading, forging of alliances and switching of political affiliation that […]
Statutorily, Directors are entitled to receive fourteen days’ notice (except otherwise provided in the Articles of Association). Business exigencies however sometime require that meetings are convened with less than the statutory notice. Typically, Directors are required to sign waiver of notice, where a meeting of the Board of Directors has been convened with less than […]
The composition, mix and structure of the Board of Directors of a Company and the effectiveness of the decision making process are key elements of sound corporate governance. A Board Committee consists of Directors mandated to carry out specified functions assigned by the Board. The establishment of Board Committees is one way of achieving greater […]
In general, Directors have three main roles – viz- monitor and provide leadership to 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 […]
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 […]
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 […]