6. Legal Framework for Corporate Governance (Directors and Secretary)

Question 1

What is corporate governance??

Answer 1

It refers to mechanisms of internal and external controls of the actions and inactions of the organs of a company in a manner that ensures compliance with public policy, acts in the interest of stakeholders and avoids corporate failure and abuse

Question 2

Principles of corporate governance

Answer 2

1. Rights and equitable treatment of shareholders
2. Interest of other stakeholders
3. Integrity and ethical behaviour
4. Disclosure and transparency

Question 3

Corporate governance aims at building and strengthening what?

Answer 3

• Accountability: Management and directors are accountable for decisions made on behalf of the company
• Transparency
• Integrity and Trust
• Responsibility
• Effectiveness and Efficiency

Question 4

OECD ??

Answer 4

Organisation for Economic Cooperation Development

Question 5

Codes of corporate government, international benchmarks

Answer 5

• OECD
• The Halsbury Report
• The Cadbury Report

Question 6

The Nigerian Code of Corporate Governance 2018 was released by?

Answer 6

The Financial Reporting Council of Nigeria commencement was on 15th January 2019…
They are aimed at providing a set of benchmark corporate governance standards applicable to the companies

Question 7

The NCCG 2018 made the following provisions

Answer 7

1. All acts shall not be done by the director
2. The Chairman of the BOD shall not be the Managing Director
3. Provision for company secretary
4. Provision for committees
5. Provision for executive and non- executive directors
6. Transparency on appointment of directors
7. Provision for annual evaluation of the board’s performance facilitated by an independent external consultant every year or every 3 years

Question 8

Entities required to comply with NCCG include ???

Answer 8

They are 4
1. All public companies (whether listed or not)
2. All private companies that are **holding companies of public companies ** or other regulated entities
3. All concessioned or privatised companies
4. All regulated private companies that file return to any regulatory authority other than the FIRS and CAC

Question 9

Sectoral code for public companies?

Answer 9

Code of Corporate Governance for Public Companies 2011 by SEC

Question 10

Sectoral Code for Capital Market??

Answer 10

Code of Corporate Governance for Capital Market Operators and Their Employees, 2010 issued by SEC