Gladys Odoemelam – BA Honours – Fashion Buying Management

Gladys Odoemelam – BA Honours – Fashion Buying Management

Corporate Social Responsibility: DIRECTORS' DUTIES & ENFORCEMENT

Corporate Social Responsibility: DIRECTORS' DUTIES & ENFORCEMENT: "DIRECTORS' DUTIES & ENFORCEMENT" “The proper governance of companies would become as important to the economy as th...

DIRECTORS' DUTIES & ENFORCEMENT

"DIRECTORS' DUTIES & ENFORCEMENT"

“The proper governance of companies would become as important to the economy as the proper governance of countries”.  James Wolfensohn, President of World Bank 1995

The directors constitute the board described by Denning LJ as the brain and hand with which the company acts. Decisions as to the running of the company are made by the board. One of them, the managing director is the chief executive of the company, who is empowered through the articles to carry out the functions of a chief executive which is largely implementing the policies of the Board. The managing Director is not necessarily an agent but performs the functions of an agent.

 INTRODUCTION   

   　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　        

The Company Law Series is based on the provisions of Companies and Allies Matters Decree 1 of 1990, as amended.　 This part is entitled

 "DIRECTORS' DUTIES & ENFORCEMENT".

This book was first authored by Barr. Iyke Ozemena in 2010 having lost  huge sums of money in various currencies involved in online trading during the 2008 global economic meltdown.  Corporate leaders (directors) were specifically responsible for the losses.  Since after economic recovery and writing of the book, no doubt in a fast changing world, especially digital innovations have gone viral and exponential. Besides “internet of things” technology is just around the corner with driver-less cars already on the road, therefore the revision of this book became necessary.  He authored many other books available at: https://www.amazon.com/author/iykeozemena

He is experienced online trader at the New York Stock Exchange as well as Nigerian Stock Exchange for several years and those experiences enriched the book.  While doing all those he was/is columnist in various magazines and newspapers with enormous literary contributions including recent ones to be found at: https://www.thenigerianvoice.com/author/IykeOzemena  and  http://corporateleadersboard.blogspot.com.ng/

The author welcomes contacts on social media thus:  https://web.facebook.com/corporateboard.corporateboard, while his twitter handle is: https://twitter.com/cpurecord

This abridged approach is to provide quick reference to the relevant sections of law as they affect directors’ duties and enforcement. Where possible, case laws are used to illustrate and graphically explain  the implications of the various principles and provisions of the laws postulated.

The reader would also find abundant examples of breaches of the statutory duties and their requisite sanctions; ranging from fine, rescission, restitution to removal from office. In this revision critical questions were raised as to the adequacy or otherwise of the sanctions and suggested alternatives.

It is compiled with Corporate Attorneys, Solicitors, Company Secretaries, Law Students, Directors of Public and Limited liability companies, as well as Stockbrokers and Stock Exchanges in mind. Those writing professional examinations in which company law is one of the subjects would find the book of great assistance.

Shareholders and those conversant with Annual General Meetings of public companies would find a lot of explanations, procedural guide and support, especially the introduction of digitalized dividend payment systems. 

　

　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　　 ACKNOWLEDGEMENT

This book would be incomplete without the acknowledgement of Mr David Commodore M.B.C.S. (London) who took the computer consultancy and typesetting. 

You can find more resources from Iyke Ozemena's books at:

www.corporateleadersboard.blog.com
www.facebook.com/corporateboard

amazon.com/iyke ozemena books
http://www.amazon.com/dp/B0075RXXLE    COMPANY SECRETARIES HANDBOOK
http://www.amazon.com/dp/B005783S6S      DIRECTORShttp://www.amazon.com/dp/B005MKCESY    MEETINGS: Dynamics and Legality 

ABOUT THE AUTHOR:

Iyke Ozemena, Corporate Attorney/Consultant

I am the principal partner at Ikechukwu O. Odoemelam & Co, legal practitioners of the Supreme Court of Nigeria. After obtaining a bachelor’s degree from the University of London in 1985, I proceeded to the Nigerian Law School for the mandatory one year training culminating in my call to the Bar in 1986.

EDUCATION

University of London

LL.B

1985

Nigerian Law School

BL

1986

Diploma Business Administration/ICSA

EXPERIENCE     -    PRACTICE SPECIALIZATION

Intellectual property Law, Constitution and Human Rights Law, Property/Real Estate Law, Business and Maritime Law, Finance and Project Development Law, Immigration and Corporate Law, ADR, Skills Acquisition & Empowerment Coach, Corporate Governance and Policy Analyst/Consultants

Corporate Social Responsibility: KENYA’S CONVOLUTED DEMOCRACY

Corporate Social Responsibility: KENYA’S CONVOLUTED DEMOCRACY: KENYA’S CONVOLUTED  DEMOCRACY  Democracy in Africa has been a turbulent, convoluted and volatile experiment since gaining independence f...

KENYA’S CONVOLUTED DEMOCRACY

KENYA’S CONVOLUTED  DEMOCRACY 

Democracy in Africa has been a turbulent, convoluted and volatile experiment since gaining independence from colonial administration by former colonies. Most of the countries including Nigeria were not ready with skilled administrators at independence, while the constitution foisted on them were similar to the colonial administrators whether or not they served the peculiar needs of the nations.

The legitimacy and integrity of a government derives from the legitimacy of the election that produced it. Whether or not  an election is legitimate depends on some critical elements and  adjectives such as fair, free, credible  and transparent.  To confirm the acceptable balance of  all these qualities in an objective manner is the onerous tasks  of the electoral umpire.  In Nigeria that body is Independent National Electoral Commission (INEC).

Most of the political problems in Nigeria since independence have been attributed to leadership.  And many African countries like Kenya share similar experiences. Political leadership invariably emerges from electoral system in place.  The corrupt electoral system got a serious blow when the late President Musa Ya’Adua vowed to reform the system through technology and his successor almost perfected the vow and sacrificed his personal ambition to ensure the success of the reforms in 2015.

To further deepen the momentum commentators  consider INEC’s new security device as an enhancement to election transparency.  The Chairman Prof. Mahmud Yakubu was quoted that : “The changes that made 2015 election a success was IT, beginning with voter registration, collation and transmission  of results.”  Perhaps INEC’s success in managing 2015 election qualified it to tutor other African countries like Kenya as it did to Benenois electoral commission that had their elections in February 2016.

The need for tutoring other African countries the realities of transparent electoral success is pertinent because electoral malpractices and flawed processes have been responsible for woes, political crises, instability, loss of lives and properties; and led to wars in Congo, Sudan, CAR, Cote d’Ivorie etc.

Today Kenya is the country in focus which illustrates all odds and vices associated with electoral malpractices even though it is not alone; it has become global but here we have seen extreme cases which many advanced countries have outgrown.  These discrepancies led Chief Justice David Maraga  of Kenya Supreme Court to declare the August 2017 presidential election won by sitting President Uhuru Kenyatta null and void.  The judgment necessitated the second election that is now showing indications of not complying with the laws.  The chairman of Independent Electoral and Boundaries Commission (IEBC) doubted the credibility of the second election.  To corroborate that was the resignation of  Roselyn Akombe a senior member of IEBC, alleging lack of transparency and credibility.

Similar circumstances befell the 2007 general election which resulted in social-political upheaval. The situation defied solution until the former Secretary-General of the United Nations, Dr Kofi Annan mediated and the award led to the passage of National Accord and Reconciliation Act 2008.  This instrument created the office of Prime Minister with Raila Odinga occupying the post for the first time since 1964.

Another instrument aimed at bringing lasting political solution in Kenya was introduced in 2010. Kenyan Trans-formative Constitution 2010 provide for two-round system:  The first round is first-past-the-poll or ordinary majority.  The second round ensures that a successful candidate gathers at least 50% of total votes, and 25% in at least 24 counties of the 47 national counties.  This new constitution was first put to test in 2013 election with Uhuru Kenyatta of Jubilee Party defeating Raila Odinga of Orange Democratic Movement.

Besides the 2010 constitution created the office of the Judiciary Ombudsperson.  There is also in existence  a civil society organization called Court Users Committee found at the grassroots  of the country increasing political awareness of citizens. A  conglomeration of them form what is known as National Council for the Administration of Justice (NCAJ).

 In furtherance of good corporate governance Article 10 the constitution requires all state organization of which judiciary is one to apply national values and principles of governance enumerated there under in the execution of their mandates. Article 10 (2) (c) in particular identifies ‘good governance, integrity, transparency and accountability’ as part of the body of these principles of governance.

There is also the provision by s.5(2) b which requires the Chief Justice  to prepare and present the state of the judiciary annually called ‘Judiciary and Administration of Justice Report’ (SOJAR) which may include this year’s radical and controversial judgment, to the public, senate and National Assembly for debate and approval and thereafter have the report gazetted.  Until then it may well be that Kenya's democracy is in retreat.

Iyke Ozemena

Attorney                                                                                                                                                                     

IKECHUKWU O. ODOEMELAM & CO                                                                      Corporate Attorneys/Consultants         

www.facebook.com/corporateboard

amazon.com/iyke ozemena books
http://www.amazon.com/dp/B0075RXXLE    COMPANY SECRETARIES HANDBOOK
http://www.amazon.com/dp/B005783S6S      DIRECTORShttp://www.amazon.com/dp/B005MKCESY    MEETINGS: Dynamics and Legality 

                                                                                                                        

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