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CORPORATE GOVERNANCE & ADMINISTRATION.

CORPORATE GOVERNANCE & ADMINISTRATION. TYPES OF DIRECTOR. . DEFINATION OF DIRECTOR. S. 244 & 567. .EXECUTIVE AND NON EX. DIRECTOR. S.244(2). . SHADOW DIRECTOR. S.245. .ALTERNATE DIRECTOR. ORGANS OF COMPANY. 1.GENERAL MEETING- S.211-215. ANNUAL GENERAL MEETING.

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CORPORATE GOVERNANCE & ADMINISTRATION.

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  1. CORPORATE GOVERNANCE & ADMINISTRATION.

  2. TYPES OF DIRECTOR. . DEFINATION OF DIRECTOR. S. 244 & 567. .EXECUTIVE AND NON EX. DIRECTOR. S.244(2). . SHADOW DIRECTOR. S.245. .ALTERNATE DIRECTOR.

  3. ORGANS OF COMPANY • 1.GENERAL MEETING- S.211-215. ANNUAL GENERAL MEETING. EXTRAL ORDINARY GENERAL MEETING. COURT ORDERED MEETING. MEETING BY REQUISITIONIST. .2. BOARD OF DIRECTORS. .3. DIRECTORS & OTHER OFFICERS.

  4. APPOINTMENT OF DIRECTORS. • THE MINIMUM NO IS 2. S.246. • THE ARTICLE PROVIDE FOR MAXIMUM. * THE G/M POWER TOINCREASE/RED.S.249(3). . APPOINTMENT OF 1ST DIRECTOR: - BY SUBSCRIBERS. - NAMED IN THE ARTICLE. S.247. .

  5. CONT’D. • SUBSEQUENT APPOINTMENT: • BY MEMBERS AT ANN-GEN MEETING.S.248. * PERSONAL REP & CREDITORS HAVE POWER TO CONVENE MEETING. S.248(2).

  6. QUALIFICATION OF DIRECTORS • A.INFANT- UNDER 18 YEARS. • B. LUNATIC/UNSOUND MIND. • C.INSOLVENT/FRAUDULENT PERSONS S.253 & 254. . D. A CORPORATION OTHER THAN ITS REPRESENTATIVE.S257.

  7. AGE OF DIRECTORS • THE MINIMUM AGE -18 YEARS • NO MAXIMUM AGE. • LIFE DIRECTOR.S.255. • RESTRICTION PLACED ON PUBLIC COY- ABOVE 70 YEARS: S. 252 -SPECIAL NOTICE OF THE RESOLUTION.S.256. - DISCLOSURE TO MEMBERS AT G/M.S. 252(1).

  8. DUTIES OF DIRECTORS. • 1.FIDUCIARY DUTY/GOOD FAITH. S.279(1)-(9). * DIRECTORS ARE NOT TRUSTEES. CF: S.283. SHONOWO VS. ADEBAYO.(1969)1 A.NLR 176 . 2. DIRECTOR AS AGENTS. S.283(2). TRENCO NIG LTD VS. A.R.E & I CO LTD.(1978) ALL NLR 124.

  9. CONT’D 3. NOT TO ALLOW CONFLICT INTEREST.S.280. * HE MUST NOT ACCEPT BRIBE/GRATIFICAT. S.287. 4. DUTY OF CARE AND SKILL: ACT HONESTLY. S. 282. REGAL HASTING LTD VS. GULLIVER (1967) AC. COOK V DEEKS (1961) AC.

  10. ROTATION/RETIREMENT OF DIRECTORS. • AT 1ST ANNUAL G/M, ALL DIRECTORS SHALL RETIRE FROM OFFICE • SUBSEQUENT AGM,1/3 OF DIRECTORS.S.259. • NOT MULTIPLE OF 3, NEAREST NO. • FIRST TO COME IN/TO GO OUT.S.259(2). • A RETIRING DIRECTOR CAN OFFER HIMSELF FOR RE-ELECTION.

  11. CONT’D • RE-APPOINTMENT IS ONE OF ORD-BUSS • RECORD OF HIS ATTENDANCE MUST BE MADE AVAILABLE AT G/M. S.258(2). . A RETIRING DIRECTOR IS DEEMED TO HAVE BEEN RE-ELECTED UNLESS: 1.OTHER PERS ELECTED TO FILL HIS PLACE; 2.EXPRESS RES NOT TO FILL THE VACANCY. 3. A RES PUT TO VOTE AND LOST. S.259(3).

  12. NOMINATION OF DIRECTORS/CASUAL VACANCY. • RECOMMENDATION BY THE DIRECTORS. • NOMINATION BY MEMBERS/NOTICE OF WILLINGNESS OF THE DIRECTORS TO BE ELECTED. S.259(4). • WHERE THERE IS VACANCY BY DEATH,RESIGNATION, RETIREMENT, REMOVAL, IT WILL BE FILL AS A CASUAL VACANCY. S.249 (1).

  13. VOTING ON APP OF DIRECTORS. • APPOINTMENT IS BY ORDINARY RESOLUTION. • A PRIVATE COY. APPOINTS ITS DIRECTORS BY A SINGLE RESOLUTION. • A PUBLIC COY. APPOINTS EACH DIRECTOR BY SEPARATE RESOLUTION. * APPOINTMENT BY UNANIMOUS RES.S.261(1).

  14. PROCEEDING OF DIRECTORS. • MEET AS A BOARD. • 1ST MEETING OF THE BOARD MUST BE HELD WITHIN 6 MONTHS OF INC.S.263(1). • NOTE: A RESOLUTION SIGNED BY ALL DIRECTORS IS VALID & EFFECTUAL. S.263(8). A.G ENUGU VS.AVOP PLC (1995)NWLR PT 399 * QUROM MAY BE FIXED OTHERWISE IS 2 OR 1/3 OR NEAREST NO.S.264.

  15. CONT’D • MANAGING DIRECTOR IS APPOINTED AND CAN BE REMOVED BY THE BOD.S.64(B). • HE CEASES TO HOLD OFFICE AS MD IF HE IS REMOVED AS A DIRECTOR. S.262. YALAJU –A VS.AREC (1990) 4 NWLR PT 145 LONGE VS. FBN. . THE BOD SHALL APPOINT CHAIRMAN OF THE BOARD.S.263(4)

  16. CONT’D • DECISION OF THE BOD TO BE REACHED BY MAJORITY/ CHA’S CASTING VOTE.S 263 (2). • REQUISTION OF BOD’S MEETING.S.263(3). • 14 DAYS NOTICE SHALL BE GIVEN-S.266. • BOD MAY DELEGATE THIER POWER TO MD. S.263 (5) CF S.64 (B). • ESSENCE OF KEEPING REGISTER OF DIRECTORS AND SECRETARIES. S.292.

  17. REMUNERATION OF DIRECTORS. • IT MAY BE FIXED BY GENERAL MEETING. • IT MAY BE FIXED BY THE ARTICLE. • HOWEVER, THE COY IS NOT BOUND TO PAY REMUNERATION IN THE ABSENCE OF AGREEMENT. • THE COY MUST REFUND EXPENSES PROPERLY INCURRED. S.267.

  18. LIABILTY OF DIRECTORS. • THE MEMO MAY PROVIDE FOR UNLIMITED LIABILITY OF DIRECTORS.S 288(1). • ALTERATION OF MEMO TO MAKE THE LIABILITY OF DIRECTORS UNLIMITED.S.289. • PERSONAL LIABILITY OF THE DIRECTOR FOR FRAUD/MISSAPPROPRIATION.S.290.

  19. VACATION OF OFFICE OF DIRECTOR • BECOMES BANKRUPT/ARRANGEMENT • BECOMES UNSOUND MIND. • RESIGN FROM OFFICE.S.258. • CEASES TO BE DIRECTOR BY SHARE DISQUALIFICATION.S.251. • PROHIBITED FROM BECOMING DIRECTOR BY ORDER OF COURT.S.254.(RESTRAINT OF TRAD

  20. REMOVAL OF DIRECTORS • S.262. • THE ARTICLE OR CONTRACT MAY PROVIDE. • REMOVAL BY ORDINARY RESOLUTION /SPECIAL NOTICE. • SPECIAL NOTICE FOR THE APPOINTMENT OF OTHER PERSON AS DIRECTOR. • DIRECTOR’S ENTITLEMENT TO COMPESATION/DAMAGE.S.262 (6).

  21. CONT’D • VACANCY CREATED BY REMOVAL MAY BE FILL AS A CASUAL VACANCY.S.262(4). • REPRESENTATION OF REASONBLE LENGHT BY THE DIRECTOR SOUGHT TO BE REMOVED SENT TO MEMBER. • CF: YALAJU –AMAYE VS.AREC • LONGE VS.FBN.

  22. SECRETARY. • SEC SERVES BOD AND ADMINISTRATION S.293(1). • WIMPEY VS.BALOGUN(1963) 3 NWLR PT 28. • PANORAMA DEV VS.FIDELIS FUR FABRICS. • OKE-OWO VS.MIGILORE (1979) NSCC .210. • A PERSON CAN BE DIRECTOR & SECRETARY. S.294 .

  23. QUALIFICATION OF SEC. • A. PRIVATE COMPANY: S.295. REQUISITE KNOWLEDGE & EXPERIENCE. . B. PUBLIC COMPANY: 1. BE A MEMBER OF ICSA. 2. BE A LEGAL PRACTITIONER. 3. BE A MEMBER OF ICAN OR SIMILAR BODY. 4. COY OR FIRM OF SEC/LP/ACCOUNTANTS 5.3 YEARS AS SEC OF PUBLIC CO

  24. DUTIES OF SECRETARY. 1. ATTEND OF COY/ RENDERING SECRETARIAT SERVICES/ADVISING ON COMPLIANCE. • 2. MAINTIANIG REGISTER/RECORDS. • 3. FILLING PROPER RETURNS WITH CAC. • 4. OTHER ADMINISTRATIVE DUTIES/SECRETARIAL DUTIES AS MAY BE DIRECTED BY BOD. S. 298(1) A-D. • **S.298 (2).CF: PANORAMA DEV VS.FIDELIS.

  25. APPOINTMENT/REMOVAL OF SECRETARY. • HE IS APPOINTED BY BOD- S. 293 & 294 • REMOVABLE BY BOD SUBJECT TO CONDITIONS STIPULATED IN S 296. • A. PRIVATE COMPANY: NO SPEC-PROCEDUR • B. PUBLIC COMPANY : 1. 7 DAYS NOTICE STATING THE GROUNDS FOR HIS REMOVAL/DEFENCE. S.296 (2). 2. OPTION TO RESIGN.

  26. .CONT’D 3. WHERE THE GROUNDS IS FRAUD OR SERIOUS MISCONDUCT: REMOVE/REPORT TO GM. 4. GROUNDS OTHER THAN FRAUD OR SERIOUS MISCONDUCT: SUSPENSION/REPORT TO GM.S. 296(3). 5.OMNIBUS POWER CONTAINED IN S.296(4).

  27. AUDITORS/AUDIT COMMITEE. • EVERY COMPANY MUST APPOINT AN AUDITORS- S.357(1). • APPOINTMENT: • 1ST AUDITORS ARE APPOINTED BY BOD • SUBSEQUENT APPOINTMENT AT AGM. • GENERAL MEETING MAY BE CONVENED BY MEMBERS TO APPOINT 1ST AUDITORS WHERE DIRECTORS FAIL TO APPOINT.S.357(5).

  28. QUALIFICATIONS OF AUDITORS. • 1. MEMBER OF ICAN & ANAN .S.358(1). • DISQUALIFICATIONS: -AN OFFICER/SERVANT OF COMPANY. - PARTNER/EMPOLYMENT OF OFFICER/SERV. - PERSONS/FIRM WHICH OFFERS TO THE COMPANY PROF ADVISE. - BODY CORPORATE.

  29. AUDITOR’S REPORT. • IT MUST COMPLY WITH PROVISION OF S.359(2). • IT MUST STATE THE MATTERS IN 6TH SCHED. • COPIES OF AUDITOR’S REPORT MUST BE LAID BEFORE G/M DURING HIS TENURE. S.359(1). • COPIES SHALL BE GIVEN TO AUDIT COMMITTEE/PUBLIC COMPANY.S. 359(3).

  30. AUDIT COMMITTEE/COMPOSITION • IT IS APPLICABLE ONLY TO PUBLIC COMPANY. • IT ACTS AS WATCHDOG ON THE COMPANY’S RECORD AND ACCOUNT. • IT IS MADE UP OF EQUAL NUMBER OF DIRECTORS & REP OF S/HOLDERS SUBJECT TO MAX OF 6. S.359(3). • MEMBERS ARE NOT ENTITLE TO REMUNERATION/ RE-ELECTED ANNUALY.

  31. FUNCTIONS OF AUDIT COMMITTEE • 1.EXAMINES AUDITORS’S REPORT/RECOM. • 2.ASCERTAIN ACCOUNTING POLICY/ETHICAL. • 3.REVIEW THE SCOPE/PLANNING OF AC. • 4.REVIEW MANAGEMENT’S FINDING. • 5.KEEP UNDER REVIEW EFFECTIVENESS OF AP. • 5.RECOM ON APP OF EXTERNAL AUDITOR. • 6. CARRYING OUT OF INVESTIGA BY INT.AUD. S.359(6)A-F.

  32. DUTIES/POWERS/REMUNERATION. • CONDUCT INVESTIGATION TO FORM OPINION: -PROPER ACCT RECORD ARE KEPT/RETURN . - BALANCE SHEET IN CONFORMITY WITH A.R. - RIGHT OF ACCESS TO COY’S BOOKS,ACCT. S.360. **- AUDITOR’S REMUNERATION IS FIX BY BOD. - FIX BY G/MEETING. S.361.

  33. REMOVAL OF AUDITORS. • HE MAY BE REMOVED BY ORD. RES/SPECIAL NOTICE IS REQUIRED.S.362 & 364. • HE IS ENTITLED TO COMP. S.362(3). • NOTICE OF RES REMOVING THE AUDITOR TO BE FILED WITH CAC WITHIN 14 DAYS.S.362(1). • SPECIAL NOTICE REQUIRED FOR APPOINTING OTHER PERSON /RETIRING AUDITOR & FILLING OF CASUAL VACANCY.S.364.

  34. MEMBERS/SHAREHOLDERS. • BY SUBSCRIPTION. • BY ALLOTTMENT.S.125. • BY TRANSFER.S 115. • BY TRANSMISSION.s 155(1)

  35. CONT’D • CAPACITY: • 1. - INFANT. S.20. • - PERSON OF UNSOUND MIND. • -UNDISCHARGED BANKRUPT. • -DISQUALIFICATION UNDER S.254. • 2.PERSONAL REPRESENTATIVES. • 3.COMPANIES.S.20(3). • 4.ALIENS.S.20(4).

  36. MEETINGS,PROCEEDINGS & RESOLUTION OF COMPANIES. • 1.STATUTORY MEETING-FOR PUBLIC COMPANY ONLY-S.211(1)-(10) & 212. *THE S/REPORT MUST BE DELIVERED TO CAC-S.211(6). THE S/MEETING MUST BE HELD WITHIN 6 MONTHS OF INCORPORATION.

  37. CONT’D • 2.ANNUAL GENERAL MEETING- S.213 - IT IS APPLICABLE TO BOTH PRIVATE AND PUBLIC COMPANY. - THE NOTICE CALLING THE MEETING MUST DESCRIBE IT AS AGM. - 1ST AGM- 18 MONTHS AND SUBSEQUENT AGM- 15MONTHS.

  38. CONT’D • BUSSINESS TO BE TRANSACTED AT AGM.S.214. • ORDINARY BUSSINESS: 1.PRESENTATION OF FINANCIAL REPORT. 2.DECLARATION OF DIVIDEND 3.DIRECTOR’S & AUDITOR’S REPORT. 4.ELECTION OF DIR TO REPLACE RETIRING DIR. 5.APP & REM OF AUDITORS.

  39. CONT’D • 6.APPOINTMENT OF MEMBER - AUDITCOM -.SPECIAL BUSSINESS- ANY OTHER BUSSINESS.

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