NIGERIA Law and Practice Contributed by: Yeye Nwidaa, Mariam Olayinka Akinyemi, Toluwalase Oliver-Jude and Adedoyin Odekilekun, Jackson, Etti & Edu
3.3 Decision-Making Processes Company decisions are typically made through the passing of resolutions, which occur either at board meetings (by directors) or at general meetings (by shareholders). These resolutions are voted on in accordance with the provisions of CAMA and the company’s Articles of Associa - tion. In situations where a formal meeting can - not be convened, or where the matter is urgent, a written resolution signed by all directors or members may be passed as a substitute for a physical meeting. Decisions by regulators and government agen - cies are made internally based on their statutory powers and are subsequently published publicly – typically in the form of circulars, guidelines or directives – to inform and guide companies on compliance and governance expectations. Regulatory governance frameworks in Nige - ria provide for a unitary board structure, which typically consists of a mix of executive direc - tors, non-executive directors and independent non-executive directors with the appropriate mix of knowledge, skills and expertise to effectively undertake the operations of the company. 4.2 Roles of Board Members The roles and responsibilities of board members are typically outlined in the company’s Board Charter, Articles of Association and governance policy. A general overview of these roles and responsibilities is provided below. • The board chair is a non-executive director who provides leadership to the board and has the responsibility of ensuring board cohesive - 4. Directors and Officers 4.1 Board Structure
• As the owners of the company, shareholders have authority over certain matters that are exclusively within their purview. These typi - cally include decisions such as an increase of share capital, a change of the company’s name, making the liability of directors unlim - ited, sale of the company’s major asset, vol - untary winding-up of the company, declara - tion of dividend, etc. In addition, a company’s Articles of Association may reserve other specific matters for shareholder approval, ensuring that key decisions reflect the inter - ests of the ownership. • The board of directors is responsible for making key strategic decisions that shape the direction of the company. These include matters such as capital investments, budget approvals, review and approval of financial statements, corporate governance oversight, long-term planning, risk management and the establishment of internal control sys - tems. The scope of the board’s authority may vary between organisations and is typically defined in the company’s Board Charter, Delegation of Authority Policy, other internal governance documents, and applicable laws and regulations. • The authority of board committees is defined by their respective Terms of Reference and delegated by the board. • The authority of the executive management is subject to the authority delegated by the board of directors. • Regulators and government agencies exert external influence on the management and governance of companies by enforcing the implementation of relevant laws and regula - tions, as well as issuing guidelines, circulars and directives to ensure compliance and promote best practices.
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