The Role of the Internal Audit Function in Corporate Governance

“Internal auditing is an independent, objective assurance and consulting activity designed to add value and improve an organization’s operations. It helps an organisation accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control, and governance processes.”– Institute of Internal Auditors Internal Audit has evolved significantly from […]

Continue reading


 CORRELATING DIRECTOR INFLUENCE WITH BOARD PERFORMANCE

The concept of ‘Influence’ and its impact on an organization’s performance is a subject that has held interest for quite some time. A two-edged sword that is often subject to more than one meaning, Influence may be positive or negative, the latter typically characterized by qualifying adjectives such as ‘negative’ or the more sublime ‘undue’ […]

Continue reading


 “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; […]

Continue reading


 Preventing Ethical Misconduct

Executives inevitably see themselves as responsible for the success of their organizations – and perhaps blame the microeconomic environment and other factors when they fail. This sense of accomplishment oftentimes comes with a surreal feeling of invincibility and executives sometimes have a sense that with all the responsibility on their shoulders, Non-Executive Directors should not […]

Continue reading


 THE ROLE OF THE LOCAL BOARD IN MULTINATIONAL FIRMS

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 […]

Continue reading


 The Dysfunctional Board

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 […]

Continue reading