NIGERIA Law and Practice Contributed by: Yeye Nwidaa, Mariam Olayinka Akinyemi and Toluwalase Oliver-Jude, Jackson, Etti & Edu
tor protection, including proposals for manda - tory tender offer requirements in acquisition and change-of-control transactions. These measures aim to ensure fair exit opportunities and equitable treatment of minority shareholders. 2. Corporate Management 2.1 Principal Bodies or Functions The principal bodies involved in the governance and management of a company are as follows. • The board of directors is responsible for the stra - tegic direction of the company and for appointing and supervising management. Under CAMA, it is vested with broad managerial powers but must act in good faith and in the best interests of the com - pany and its stakeholders. To promote independ - ence, CAMA prohibits one person from serving as both Chair and CEO. • Executive management handles the day-to-day operations of the company and implements its strategic plans. They are accountable to the board and must act in the best interests of the company. • Board committees support the board by provid - ing focused oversight and making informed rec - ommendations on key areas such as audit, risk, governance and remuneration. • he company secretary provides governance and administrative support, advises on legal and regulatory compliance, facilitates communication between the board and management, and ensures proper conduct of meetings and maintenance of statutory records. • Internal auditors assess internal controls, risk management systems and compliance, helping to detect inefficiencies and operational risks. • External auditors independently review the com - pany’s financial statements and express an opinion on their accuracy and fairness. • Regulatory authorities are government agencies that oversee corporate activities to ensure compli - ance with applicable laws and corporate govern - ance standards. • The general meeting is the ultimate decision-mak - ing body of the company. Under CAMA, mem - bers exercise key powers such as appointing and
removing directors, approving dividends, appoint - ing auditors, and altering the company’s capital structure or constitutional documents. Together, these bodies create a balanced governance framework built on accountability, transparency and effective control. 2.2 Types of Decisions The primary decision-making authority in a corporate entity rests with the board of directors, although deci - sion-making responsibilities are distributed across dif - ferent governance bodies depending on their roles. Importantly, some governance bodies do not have independent decision-making power but instead exist to support effective oversight, compliance and sound governance. • The board of directors is the central decision-mak - ing organ of the company. It determines and over - sees strategy, risk management, internal controls, corporate governance standards, performance management and overall corporate direction. It also shapes policies on structure, composition and remuneration, while ensuring transparency and accountability in line with CAMA. • Executive management is responsible for imple - menting board decisions and handling daily opera - tions. Its authority is delegated by the board and exercised within approved policies and strategic frameworks. • Statutory and board committees focus on spe - cialised technical areas, such as audit, risk and remuneration. They do not make final decisions but provide analysis and recommendations to support board decision-making. • As the owners of the company, shareholders retain control over fundamental decisions reserved to them by law or the company’s articles of associa - tion. These typically include the appointment and removal of directors, the appointment of external auditors, changes to share capital or business objectives, winding up, etc. • Regulators and government agencies influence corporate decision-making externally by enforcing compliance with laws, issuing guidelines and set - ting governance standards that companies must follow.
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