IIARD International Institute of Academic Research and Development

INTERNATIONAL JOURNAL OF SOCIAL SCIENCES AND MANAGEMENT RESEARCH (IJSSMR )

E-ISSN 2545-5303
P-ISSN 2695-2203
VOL. 10 NO. 10 2024
DOI: 10.56201/ijssmr.v10.no10.2024.pg56.68

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Duties of Directors Under the Companies and Allied Matters Act 2020 And Analysis of the Principle of Corporate Governance

Michael Sunday Afolayan (PhD), Olaide Awwal-Bolanta, (LL.B.), (B.L.)

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Abstract

This paper discussed the duties of directors of companies, the principle of corporate governance and the role of directors as a board to ensuring good corporate governance. It discussed the appointment, powers, removal and rotation of directors. This research work adopted the doctrinal approach. It relied on both primary and secondary sources of information or data. Primarily, it utilizes a legal approach using primary data such as the Companies and Allied Matters Act 2020 and the Code of Corporate Governance for Public Companies. The secondary sources of data uitilised include textbooks, online articles in learned journals, relevant materials from the Internet, Magazines, Newspapers, other Periodicals, Dictionaries and Reports. It was found that directors are very important figures in the administration of a company and their relationship being a fiduciary one is most certainly a relationship of utmost truth and that the Board of Directors is at the very core of existence of a company. The paper concluded that despite the rich provisions of the CAMA and the Code of Corporate Governance as to the role of the directors in ensuring good corporate governance, there are still challenges in achieving this role, the paper therefore make recommendations on how to effectively monitor compliance and balance the diverse interests of all stakeholders.

keywords:

Director, Corporate governance, Board of Directors

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References:

BOOKS AND ARTICLES
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CASES
Allen v Hyat, (1914) 30 T.L.R. 444.
Fulham Football Club Ltd v Cabra Estates Plc (1994) I BCLC 366.
Hogg v. Cramphorn Ltd. (1969). Ch. 254 (Chancery Division)
J. POW Services Ltd v Clare 30 (1995) 2 B.C.L.C 435 at 440
Percival v Wright (1902) 2 Ch. 421
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Re Smith & Fawcett Ltd (1942) CH. 304 at 306

STATUTES
Central Bank Act 2007
Companies and Allied Matters Act 2020
Insurance Act, Cap 117 LFN 2004
Investment and Securities Act 2007
Nigeria Deposit Insurance Corporation Act, Cap N 102 LFN 2004. 12

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