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.)

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.)

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

DirectorCorporate governanceBoard of Directors

References

BOOKS AND ARTICLES ACCA, ‘Corporate Governance: A South African Perspective’ <https://www.acaglobal.com/gb/en/student/exam-supportresources/fundamentals-exams- study-resources/f4/technical-articles/corporate-governance-a-south-africanperspective.html> Anvil Advisory, ‘Top Challenges Faced by Board of Directors’ https://www.linkedin.com/pulse/top- challenges-faced-board-directors-anvil-advisory/ Bhadmus, H. Y., Bhadmus on Corporate Law Practice (5th ed. Chenglo Limited, Enugu 2021) Bhadmus, H. Y., Corporate Law Practice, (3rd edn, Enugu: Chenglo Limited, 2015) 268. Guobadia D. A. and Azinge E. (eds), ‘Globalization, National Development and the Law’ [2015] Okara, G. ‘Examining Corporate Governance in Nigeria under the Companies and Allied Matters Act 2020 and the Nigerian Code of Corporate Governance 2018: The Way Forward’ (2021) 7 (1) Journal of International Law and Jurisprudence Orojo, J. O. Company Law and Practice in Nigeria, (5th edn: Lexis Nexis Group, 2008) 282 Kelly, M., ‘The Role of the Board of Directors in Corporate Governance’ CPA Ireland Pryor, G., ‘The World of Managing Directors: Responsibilities and Challenges’ https://medium.com/@garypryor/the-world-of-managing-directors-responsibilities-and- challenges- c0934bfb3f3c#:~:text=One%20of%20the%20primary%20challenges,can%20be%20a%20da unting%20task. Resolution Law Firm, ‘Duties, Liabilities and Rights of a Director Under Nigerian Company Law’ (2020) < https://www.resolutionlawng.com/duties-liabilities-and-rights-of-a-director-under- nigerian-company-law/> Samraddhi Mutha, ‘Role of Shadow Directors’ (2023) 3 (3) Indian Journal of Research in Law Stephen, C., ‘The Different Types of Company Directors’ (2024) https://www.thecorporategovernanceinstitute.com/insights/lexicon/the-different-types-of- company-directors/ University of Pittsburgh, ‘Corporate Governance, What It is and Why it Matters’ (5 July 2023) https://online.law.pitt.edu/blog/corporate-governance-what-it-is-and-why-it-matters Umar Aliyu Mustapha, Norfadzilah Rashid, Hussaini Bala, and Habibu Musa, ‘Corporate Governance and Financial Performance of Nigeria Listed Banks’ (2020) 12 (1) Jour of Adv Research in Dynamical & Control System. Umar Mohammed Tela, Sule Ahmadu and Babagana Talba Monguno, ‘Corporate Governance & the Role of Boards of Directors on Firm’s Performance’ (2015) 12 (2) International Journal of Ergonomics and Human Factors, 1-8. 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 Re City Equitable Fire Insurance Co. Ltd (1925) Ch. 407 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

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

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Keywords

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