Director And Secretaries

Question 1

Who is disqualified from being appointed a Director?

Answer 1

An infant, a lunatic or person of unsound mind, a person suspended or removed for fraud, a person disqualified under sections 279, 280, and 284, and a corporation other than its representative

Question 2

What is the minimum age for appointment as a Director?

Answer 2

18 years

Question 3

What must a person who is 70 years or older disclose when proposed for appointment as a Director of a public company?

Answer 3

The fact of his age at the general meeting

Question 4

What is required for the removal of a Director before the expiration of his term?

Answer 4

An ordinary resolution with special notice

Question 5

What does Section 277(1) state about shareholding qualifications for Directors?

Answer 5

Shareholding qualification may be fixed by the articles of association, but none is required until so fixed

Question 6

How many public companies can a person be a director of?

Answer 6

5 public companies

Question 7

What happens if a person is a director of more than five public companies before the Act’s commencement?

Answer 7

They must resign from all but five within two years

Question 8

What is a Casual Vacancy on the Board of Directors?

Answer 8

Occurs when a director dies, resigns, retires, or is removed before the end of their tenure

Question 9

What is the procedure for the removal of a Director under Section 288 CAMA?

Answer 9

Special notice of resolution, send notice to the director, issue notice to members, allow representation by the director

Question 10

What is the status of a company secretary according to the Companies and Allied Matters Act?

Answer 10

An officer of the company with extensive duties and responsibilities, not a mere clerk

Question 11

What is the rotation of Directors?

Answer 11

At the first AGM, all directors retire; subsequently, 1/3 retire each year unless otherwise stated in articles

Question 12

What is the role of an Independent Director as per Section 275(1)?

Answer 12

Public companies must have at least 1/3 Independent Directors on the Board

Question 13

Define an Executive Director.

Answer 13

Full-time director overseeing daily operations, receives a salary, appointed under articles

Question 14

Define a Non-Executive Director.

Answer 14

Not a full-time employee, appointed under specific sections, receives fees and allowances

Question 15

What is required for a company to keep a register of Directors’ shares and debenture holdings?

Answer 15

Particulars must be kept and any changes reported to the Commission

Question 16

What constitutes a quorum for a Board of Directors meeting?

Answer 16

Two directors if not more than six; one-third of directors if more than six

Question 17

True or False: A resolution in writing signed by all directors is valid as if passed at a meeting.

Answer 17

True

Question 18

What happens to a director who is removed from office regarding compensation?

Answer 18

They are not deprived of compensation or damages payable due to removal

Question 19

What is the procedure for the re-election of a retiring director?

Answer 19

Deemed re-elected unless another person is elected, the vacancy is not filled, or the re-election resolution is lost

Question 20

What is a Shadow Director?

Answer 20

A person whose directions or instructions a company is accustomed to act upon, not formally appointed

Question 21

What is the role of a Managing Director according to Section 88(b)?

Answer 21

Appointed by the board, may delegate powers to manage the company

Question 22

Fill in the blank: A _______ Director is appointed by the Board as a Life Director and is not subject to retirement by rotation.

Answer 22

Life

Question 23

What must be filed within 14 days of a director’s removal?

Answer 23

CAC Form 7, reflecting the removal

Question 24

What is required for a director to be nominated for election?

Answer 24

Recommended by a Director and a notice signed by a member must be submitted

Question 25

What is the validity of decisions made in a meeting of Directors?

Answer 25

Valid and effectual as if passed at a duly convened meeting ## Footnote Refer to Section 289(8) of CAMA.

Question 26

When must the first meeting of the board of directors be held after incorporation?

Answer 26

Within six months of incorporation ## Footnote Refer to Section 289(1) of CAMA.

Question 27

How are decisions taken at Directors' meetings?

Answer 27

Through resolutions passed by simple majority votes ## Footnote Refer to Section 289(2) of CAMA.

Question 28

What happens in case of a tie during voting at a Directors' meeting?

Answer 28

The chairman has a second or casting vote ## Footnote Refer to Section 289(2) of CAMA.

Question 29

What is the role of the chairman of the Board of Directors?

Answer 29

To be elected by directors and determine the period in office ## Footnote Refer to Section 289(6) of CAMA.

Question 30

What is required for the acts of directors to be valid?

Answer 30

Directors must act as a board ## Footnote Refer to Section 87 of CAMA.

Question 31

What are the minimum and maximum number of Directors required for Public Companies according to CGCG 2014?

Answer 31

Minimum of 5 and maximum of 20 Directors ## Footnote Refer to 2014 CGCG for Public Companies.

Question 32

What are the minimum and maximum number of Directors required for Banks according to CBN 2023 Guideline?

Answer 32

Minimum of 7 and maximum of 15 Directors ## Footnote Refer to CBN 2023 Guideline.

Question 33

What is the maximum duration a MD/CEO can hold office?

Answer 33

12 years, with a maximum of 10 years ## Footnote Refer to recent corporate governance guidelines.

Question 34

What legal recognition does Section 330 of CAMA provide?

Answer 34

Every Company shall have a Secretary ## Footnote Refer to Section 330 of CAMA.

Question 35

What happens when the office of the Company Secretary is vacant?

Answer 35

The assistant or deputy Secretary may carry out required acts ## Footnote Refer to Section 330 of CAMA.

Question 36

Are private Companies bound to require qualifications for appointing a Company Secretary?

Answer 36

No, they are not bound to require qualifications ## Footnote Refer to Section 332 of CAMA.

Question 37

What is the dual status allowed under Section 331 of CAMA?

Answer 37

A person may concurrently hold the offices of a company secretary and a director ## Footnote Refer to Section 331 of CAMA.

Question 38

What defines a director according to Section 269(1) CAMA?

Answer 38

Persons duly appointed by the company to direct and manage its business ## Footnote Refer to Section 269(1) of CAMA.

Question 39

What is a 'shadow director' as per Section 868 of CAMA?

Answer 39

Any person whose direction or instructions directors are accustomed to act upon ## Footnote Refer to Section 868 of CAMA.

Question 40

What is the minimum number of directors required for a company other than a small company?

Answer 40

At least two directors ## Footnote Refer to Section 271 of CAMA.

Question 41

What is the maximum number of directors allowed for a small company?

Answer 41

One director ## Footnote Refer to Section 271(1) of CAMA.

Question 42

What is the purpose of the Financial Reporting Council of Nigeria (FRCN)?

Answer 42

To develop principles and practices of corporate governance for companies in Nigeria ## Footnote Refer to the Financial Reporting Council Act 2011.

Question 43

What are the five main areas covered by the Code of Corporate Governance for Public Companies in Nigeria?

Answer 43

* Leadership * Effectiveness * Accountability * Remuneration * Relation with shareholders ## Footnote Refer to the SEC Code of Corporate Governance.

Question 44

What was the first corporate GCGC issued in Nigeria?

Answer 44

Code of Corporate Governance for Banks and Other Financial Institutions ## Footnote Issued by the Bankers Committee in August 2003.

Question 45

What does corporate governance entail?

Answer 45

Effective, transparent, and accountable governance of a company's affairs ## Footnote Involves management and board accountability and stakeholder participation.

Question 46

What is the rationale for corporate governance?

Answer 46

To hold individuals accountable and facilitate the flow of information ## Footnote Essential due to the dependency on companies and past failures.

Question 47

What must a company secretary do within 42 days of the company’s annual general meeting?

Answer 47

Make annual returns ## Footnote Refer to Section 421 of CAMA.

Question 48

What is the procedure for the removal of a Company Secretary in a public company?

Answer 48

Follow the stipulations in Section 333(2) of CAMA ## Footnote Requires notice and grounds for removal.

Question 49

What are the statutory duties of a public company’s secretary?

Answer 49

* Secretarial services * Servicing of meetings * Keeper of statutory books * Advise on compliance * Making returns to regulatory bodies ## Footnote Responsibilities defined by CAMA.

Question 50

How long does a secretary have to present a defense when facing removal?

Answer 50

Seven working days ## Footnote Refer to Section 333(2) of CAMA.

Question 51

What is the time limit for filing a notice of change of Directors and Secretaries?

Answer 51

Within 14 days ## Footnote Refer to CAMA requirements.

Question 52

What is the time limit for registration of charges securing debentures?

Answer 52

Within 90 days ## Footnote Refer to CAMA requirements.

Question 53

What must be filed within 14 days upon a court’s order on dissolution of a company?

Answer 53

Copy of the court’s order must be filed by the liquidator ## Footnote Refer to CAMA requirements.