- 15 Marks
Question
The owner of ABC Company learned from a conference and a professional magazine that weak corporate governance accounted for recent corporate failures in Nigeria. Many board members were found lacking a clear understanding of board responsibilities and duties.
Required:
The Managing Director will soon address the board and has requested a paper detailing the board’s responsibilities and duties.
Answer
Responsibilities and Duties of the Board
- Strategy and Management
- Approving long-term objectives and strategies.
- Oversight of operational performance and budget.
- Structure and Capital
- Managing capital structure and control systems.
- Approving any changes in the company’s status, such as public listing.
- Financial Reporting and Controls
- Approval of financial statements, dividend policy, and financial reporting controls.
- Ensuring accurate and timely financial reporting for stakeholders.
- Internal Controls
- Ensuring effective internal control systems and risk management.
- Contracts and Major Decisions
- Approval of significant capital projects, acquisitions, and disposals.
- Authorizing major contracts or financial transactions.
- Communication
- Approving all shareholder communications and market disclosures.
- Overseeing major press releases to ensure transparency.
- Board Membership and Appointments
- Overseeing board composition, and appointing senior company officials.
- Approving the appointment of external auditors and board committee members.
- Remuneration
- Approving directors’ and senior managers’ remuneration, including share incentive schemes, where applicable.
- Delegation of Authority
- Deciding on delegation responsibilities within the board.
- Ensuring a clear division of responsibilities between the board chair and the CEO.
- Corporate Governance Matters
- Monitoring compliance with corporate governance policies.
- Balancing interests between shareholders and other stakeholders.
- Policies and Standards
- Approving company policies, such as health and safety, and environmental policies.
- Other Reserved Matters
- Handling additional issues like employee pension contributions and major litigation decisions.
- Tags: Accountability, Board Duties, Board Structure, Corporate Governance, Strategic Oversight
- Level: Level 2
- Topic: Corporate Governance
- Series: NOV 2015
- Uploader: Kwame Aikins