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.

Responsibilities and Duties of the Board

  1. Strategy and Management
    • Approving long-term objectives and strategies.
    • Oversight of operational performance and budget.
  2. Structure and Capital
    • Managing capital structure and control systems.
    • Approving any changes in the company’s status, such as public listing.
  3. Financial Reporting and Controls
    • Approval of financial statements, dividend policy, and financial reporting controls.
    • Ensuring accurate and timely financial reporting for stakeholders.
  4. Internal Controls
    • Ensuring effective internal control systems and risk management.
  5. Contracts and Major Decisions
    • Approval of significant capital projects, acquisitions, and disposals.
    • Authorizing major contracts or financial transactions.
  6. Communication
    • Approving all shareholder communications and market disclosures.
    • Overseeing major press releases to ensure transparency.
  7. Board Membership and Appointments
    • Overseeing board composition, and appointing senior company officials.
    • Approving the appointment of external auditors and board committee members.
  8. Remuneration
    • Approving directors’ and senior managers’ remuneration, including share incentive schemes, where applicable.
  9. Delegation of Authority
    • Deciding on delegation responsibilities within the board.
    • Ensuring a clear division of responsibilities between the board chair and the CEO.
  10. Corporate Governance Matters
    • Monitoring compliance with corporate governance policies.
    • Balancing interests between shareholders and other stakeholders.
  11. Policies and Standards
    • Approving company policies, such as health and safety, and environmental policies.
  12. Other Reserved Matters
    • Handling additional issues like employee pension contributions and major litigation decisions.