Corporate Management: Directors, Officers and Corporate Governance
The board and officers
Directors manage the company collectively; they may delegate to committees and appoint a managing director. The board owes its powers to the company, not to shareholders, and exercises them for proper purposes. Every company must have directors; public companies must have a company secretary, and CAMA exempts small companies from some secretarial requirements. Auditors are appointed annually by members.
Governance framework
Public companies are subject to the SEC Code of Corporate Governance and, if listed, the NGX rules; the FRCN Nigerian Code of Corporate Governance 2018 applies on a "comply or explain" basis. Key mechanisms: independent directors, board committees (audit, risk, remuneration), separation of chairman and CEO, and the statutory audit committee for public companies with equal shareholder and director representation.
Removal and tenure
Directors may be removed by ordinary resolution with special notice (28 days) notwithstanding the articles or any service contract; the director has a right to make written representations. Remuneration requires disclosure; loans to directors are restricted and require approval.
Worked example
A Plc's articles say a director holds office for five years. Members want him out after two. The articles cannot defeat the statutory removal power: an ordinary resolution (simple majority) on special notice removes him, and he may speak at the meeting. Damages may be owed for breach of his service contract, but his office ends.
Traps
Thinking removal needs a special resolution; forgetting special notice; treating the SEC Code as statute (it is not, though listing rules can bind); confusing the board's power to manage with shareholders' residual control.