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 

                                                                                                                        

MUST READ!: State Of The Nigerian Economy

MUST READ!: State Of The Nigerian Economy: By Nebo Ike When the decisions of the apex court on the 2015 election petitions, in which the ruling party (PDP) got badly wounded was ann...

Corporate Social Responsibility: BREXIT: CHANGES AND CHALLENGES

Corporate Social Responsibility: BREXIT: CHANGES AND CHALLENGES: BREXIT: CHANGES AND CHALLENGES As ROUND 3 of Brexit negotiations commences this paper highlights some major positive and negative chan...

BREXIT: CHANGES AND CHALLENGES

BREXIT: CHANGES AND CHALLENGES

As ROUND 3 of Brexit negotiations commences this paper highlights some major positive and negative changes that have taken place; and the changes expected sooner or later as well as challenges facing them.

The first legal impact of Brexit is the shock of stripping UK of all the benefits of EU nations, especially the rights accruing from European Economic Area Act 1993(EEA). To avoid the greatest economic, diplomatic and constitutional problem supporters of staying in the EEA at least temporarily believe it is the best model for providing certainty for businesses without EU membership. The UK is a member of the EEA by virtue of membership of the EU.

This provisional arrangement, which would avail UK with the advantages of the single market and largely persist with free movement, would give UK breathing space. Presently members of the EEA are part of the EU’s single market; existing non-EU members include Norway and Iceland. If they succeed with this submission the transitional period would end in March 2019 and for at least a few years after Brexit. Some Labor and conservative MPs have demonstrated support for this submission.

Apparently the success of the above submission would provide escape route from a possible return to WTO rules for trade between the two markets; high customs duties, burdensome controls and high transport costs. But the snag remains that EU treaties provides that there can be no trade deal until the UK leaves the EU. So chicken and egg, which one comes first?

UK jobs, Work Permit and Visa

UK Immigration Policy is geared towards tight control. Prime Minister May has also committed to a long-term numerical cap for 100,000 net migration to the UK. For applicants to UK to include a requirement for migrants to have a firm job offer before being granted entry to the country. Besides the usual requirement that the applicant at the date of the application must be 18 years old with valid international passport expiring not less than five months time; bank statement of account is also required to ascertain the viability of the source of sustainability.

It is speculated that UK would be divided according to labor target areas. The visa would allow for migrants to be able to work in areas of labor shortages but would not entitle them to seek for employment in other areas of the UK

According to experts EU fishing boats can still operate in UK waters after Brexit. One of the implications is that UK lost some rights even after leaving EU. Farmers say the UK produces only 60% of its own food therefore must increase production to forestall food insecurity after leaving the EU. This may trigger off demand for farm and agriculture workers.

France has commenced review of its Labor Laws to make is easier for job seekers to comply with the extant regulations. Besides other EU cities are gearing up to take the role UK cities played during their sojourn in the EU.

UK Border controls as she leaves EU market

Leaving the EU is UK’s long term political commitment as well as leaving European Court of Justice (ECJ). Coming with that will be the imposition of greater controls on immigration and trans-border commercial transactions. This scenario presents a difficult time for UK and EU nations, especially regarding existing policies on electricity, gas and other energy issues. So expecting changes in these areas would make common sense by prospective business people.

According to the guidance issued by the UK Financial Conduct Authority, Six months “processing time” required by the new Market in Financial Instrument Directive that “to be sure that we can determine an application in time for January 3, 2018, it needs to be complete by July 3, 2017”. This is for both domestic and cross border businesses. The compliance of this policy change is to be enforced by European Securities Market Authority.

One member of UK parliament commented on the necessity for these imminent changes that the situation with the status quo appears defective because it “dismantles the apparatus of the single market and the customs union and it extinguishes any role for the European Court of Justice”.

Citizenship

However, Barnier an MP said, a stumbling block remained the issue of whether the rights of EU nationals in the UK would be overseen by the European court of justice, something Theresa May has ruled out. UK negotiators have been advised to be more flexible and imaginative on the issue of citizenship. This follows the decision of Brussels that British citizens living in EU nations could lose their rights after Brexit.

Pending UK judicial processes are still subject to European Court of Justice until such changes that are being proposed the Brexit bill.

Iyke Ozemena

Attorney

IKECHUKWU O. ODOEMELAM & CO

Corporate Attorneys/Consultants

#BREXIT