NIGERIA Law and Practice Contributed by: Yeye Nwidaa, Mariam Olayinka Akinyemi, Toluwalase Oliver-Jude and Adedoyin Odekilekun, Jackson, Etti & Edu
ESG data. It is critical for companies to put clear processes in place for collecting and managing data, and ensuring that the data is reliable and consistent helps to build the trust of stakehold - ers and meets the expectations of regulators. Areas of Focus Corporate governance plays a critical role in today’s corporate landscape, particularly in the formulation of succession policies within com - panies. Regulators now closely oversee the decision-making processes related to role tran - sitions (see Section 11.2 of the NCCG). A hot topic when it comes to corporate govern - ance is the management of corporate finances. This constitutes a significant aspect of corporate governance, with public companies obliged to regularly disclose financial statements to uphold financial accountability. Another emerging area of focus is the integra - tion of ESG principles into corporate governance practices. This reflects a growing commitment among companies to address ESG concerns. 3. Management of the Company 3.1 Bodies or Functions Involved in Governance and Management The principal bodies and functions involved in the governance and management of a company are as follows. • The board of directors is the governing body of a company, and is responsible for making key strategic decisions such as appointing and overseeing management, formulat - ing corporate strategy, and monitoring risk, among others. The board operates indepen - dently of management and is expected to act
in the best interests of the company and its stakeholders, ensuring accountability, trans - parency and long-term sustainability. • The executive management is responsible for the day-to-day operation of the company and for implementation of the company’s strategy. Members are accountable to the board of directors and are expected to act in the best interest of the company and its stakeholders. • Board committees support the board in achieving its goals and objectives by provid - ing focused oversight and making informed recommendations to the board on relevant matters. • The company secretary plays a key role in providing administrative and governance support to the board. The company secretary is responsible for offering advice and guid - ance on matters relating to company law, regulatory requirements, internal policies and corporate governance best practices. In addition, the company secretary ensures that the company remains compliant with all rel - evant laws and regulations, facilitates effec - tive communication between the board and management, and manages essential duties such as organising board meetings, preparing minutes and maintaining statutory records. • Regulators and government agencies oversee corporate activities, ensuring compliance and enforcing the implementation of laws, regula - tions and guidelines. 3.2 Decisions Made by Particular Bodies Decision-making in companies takes place at various levels within the organisation, with each level having clearly defined roles and respon - sibilities. These decisions are made in accord - ance with relevant laws, as well as the compa - ny’s internal policies and procedures, ensuring accountability, consistency and alignment with organisational goals.
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