CORPORATE GOVERNANCE II - PowerPoint Presentation

1. CORPORATE GOVERNANCE IIOFFICERS OF COMPANYDIRECTORS AND SECRETARY

2. EXERCISE OF COMPANY’S POWERA company shall act through its:Members in general meeting ORBoard of directors OROfficers or agents appointed by or under authority derived from the members in general meeting or the board of directorsSection 63(1) Companies and Allied Matters Act (hereinafter referred to as “CAMA”)

3. DIRECTORSWHO IS A DIRECTOR?Section 244(1) CAMA- A person duly appointedTo direct and manage the business of the companySection 567(1)Section 245(1)- Shadow directorsWho is not a director? Section 245(3)Professionals giving advice to directors are not within the purview of Section 245(1).

4. DIRECTORSDirectors of company are persons duly appointed by the company to direct and manage the business of company regardless of the nomenclature assigned to them. (Eg Governor, Manager, ETC)S. 250 (1) CA 2006: Directors includes any person occupying the position director by whatever called; and includes any person in accordance with those directions or instructions the directors of the company are accustomed to act

5. TYPES OF DIRECTORSEXECUTIVENON EXECUTIVEMANAGING DIRECTORCHAIRMANFIRST DIRECTORCASUAL DIRECTORALTERNATE DIRECTORSHADOM DIRECTORLIFE DIRECTORNOMINEE DIRECTOR

6. TYPES OF DIRECTORS EXECUTIVE DIRECTOR Full timed or salaried Day to day running of a company affairs Employees of the company Operate under a Contract of Service

7. 2. NON EXECUTIVE DIRECTORS There are directors appointed without any additional administration role assigned to them. They only operate as alter ego of the company. S 247, 248 & 249Not employees of the company. Attend Board Meeting when fixed.They are not paid salaries but only reimbursed for out of pocket expenses

8. 3. MANAGING DIRECTOR The Managing Director (MD) = Chief Executive Officer (CEO) of the company.Sees to the day to day administration of the company. A Managing Director combines the position of a director (alter ego) and of employee/ servant of the company S. 64 (b) CAMA provides that, the board of directors may from time to time appoint one or more of their body to the office of managing director and may delegate any of their powers to such managing directors

9. 4. CHAIRMAN OF THE BOARD OF DIRECTORS The chairman of the Board of Directors is also the chairman of the company Presides over both the Board meeting and the General Meeting of members. He is appointed by the Board of Directors from among the Board – S. 263 (4) NB: Power & Privileges of Chairman

10. 5. ALTERNATE DIRECTOR Alternate Director who is appointed to take the position of another director in the event of absence. It is the director that appoints his alternate but is approved by the Resolution of the General Me. There must be a provision in the article of association of the company recognizing the possibility of creating this position.The Alternate Director Ceases to hold office whenever the substantive Director ceases to hold office

11. 6. SHADOW DIRECTOR This type of directors is not formally appointed. The test is that the BOD of the company is accustomed to act on the instruction and directions of the person who operates from out side the company. S 245 At what point can someone be reckoned as a shadow director? Single act? Sec of State v. BeckerOne is considered a shadow director for the limited purpose as provided in Ss 253, 275 CAMA It arises when considering the above sections only. As such, a person cannot come and say that he is a shadow director just to claim benefit accruing to the company.  

12. 7. NOMINEE DIRECTOR Where a company is a director in another company, the company is obliged to appoint a nominee to represent it in the Board for a fixed period Upon filling returns at CAC, the company files the name of the representative of the Director company Section 257 (d) provides that the following persons shall be disqualified from being director () a corporation other than its representative appointed to the board for a given term

13. 8. LIFE DIRECTOR S. 255 CAMA empowers the company to appoint a person director for life. A life Director may be removed in accordance with S. 262 and under S. 258 (1) WHAT THEN IS THE ADVANTAGE OF BEN A LIFE DIRECTOR?the major advantage is that a life director is exempted from retirement by rotation.

14. 9. FIRST DIRECTORS The initial Directors not less than 2The First directors of a company shall be determined by subscribers of the memorandum of Association; or may be named in the article. S. 247 Complete Form CAC 7

15. 10. CASUAL DIRECTOR Where there is a vacancy arising out of death, resignation, retirement, or removal of a Director, BOD shall appoint new person to fill any such casual vacancy subject to approval by the members/ till the next GM S.249 (1) (2) The new appointee steps into the shoes of the removed or dead or resigned director. He merely enjoys the unexpired residue of the term of the initial director. And will retire where the rotation rule applies at the time the person he replaced ought to have retired. S. 249(2)

16. OTHERSINTERLOPERASSIGNEE

17. NUMBER OF DIRECTOR The minimum numbers of directors for any registered company in Nigeria is not less than two S. 246 (1) at all times and maximum as may be stated in the Article of the Company. mWhere the number falls below the legal minimum, the company shall within one month appoint new director and shall not carry on business after the expiration of that month unless new directors are appointed S. 246 (2)

18. VARIATION OF NUMBER OF DIRECTORS:BY:Directors- Power to increase only subject to articlesThe members in general meeting- power to increase or reduceSection 249(3)

19. APPOINTMENT OF DIRECTORAPPOINTMENT OF FIRST DIRECTOR1. Stated in writing by all or majority of subscribers to the MEMO2. Named in the Article of Association. Sec 41(3) CASUAL DIRECTOR BOD PENDING THE NEXT GENERAL MEETING

20. APPOINTMENT OF SUBSEQUENT DIRECTORSGMNAMED A PERSONBy Ordinary ResolutionUnless in a private company, two or more directors cannot be appointed by a single resolution, unless again a resolution had earlier been unanimously passed by the general meeting to that effect. S 261(1)

21. AUTOMATIC RE-ELECTION OF RETIRING DIRECTORSA director who has retired in the manner prescribed in section 259(1) and (2) may be automatically re-elected if:The vacancy caused by his retirement is not filled by the election of another person into that officeThe director offers himself for re-electionIt has not been expressly resolved not to fill such vacated office and a resolution for the re-election of such director was not put at the meeting and lostA record of his attendance at the meetings of the board during the preceding one year is made available to members at the general meeting where he is to be re-electedSECTION 258(2)

22. Filling of vacancy caused by retirement of directors- section 259Supposing there was no automatic re-election, the vacancy could be filled by:A person recommended by the BOD without a need for notice to pass the resolution required to be given to membersA written notice signed by a member and deposited at the company’s registered office or head office within 3-21 days of the proposed meeting in addition to a notice of his willingness to be elected

23. DISQUALIFICATION FOR DIRECTORSHIP Sec 257 disqualified under S253, 254, & 258 An infant: person under the age of 18 years A lunatic or person of unsound mind Corporate Body other than its representative appointed to the board after a given term.S. 253 prohibits insolvent persons S. 254 restrains person who have been convicted of fraudulent practices in relation to company matters by the Court, from taking part in the management of a company for a specified period not more than 10 years

24. VACATION OF OFFICE OF DIRECTORSHIPSe 258 provides 5 circumstances1. cease to be a director by S 251 i.e. share qualification2. bankruptcy 3. insanity4. resignation5. becomes prohibited by Order of Court under S 254. Automatic , and cannot be waived.

25. AGE OF DIRECTORA Director must be above 18 years of age. In respect of public company a person to be appointed a director who is 70 years or more shall disclose this fact to members in general meeting by special notice. The notice must state the exact age, and must be given to the company. Section 252In the case of Private Company? No notice is required.

26. DUTIES OF DIRECTORSBy S.283(1) CAMA, the basic legal position of Directors is that they are trustees of the company as well as its agents. The duties of Directors are classified into two broad headings Fiduciary Duties Duties of care and skill  

27. FIDUCIARY DUTIESDirectors owe fiduciary duties to the following persons:i. Company to which it must observe utmost good faith in any transaction with it or on its behalf.ii. Shareholders when acting as shareholders’ agent iii. Shareholder in any transaction affecting his interest iv. Any person dealing with the company’s securities Se 279(1) (2)

28. The fiduciary duties of Directors are Duty to act bona fide for the benefit of the company Exercise power for proper purpose Not to fetter discretion to vote in a particular way To avoid conflict of duty and interest Not to make secret profits by appropriating corporate assets or opportunities Duty to act bona fide for the benefit of the company

29. A director shall act at all times in what he believes to be the best interest of the company as a whole, so as to preserve its assets, further its business, and promote the purposes of how it was formed, and in such manner as a faithful, diligent careful and ordinary skillful director would act in the circumstances Section 279(3) Artra Ind. Nig. Ltd v. Nigerian Bank for Commerce & Industry The interest of employees and members is to be considered S. 279(4

30. Duty to exercise Power for a proper purpose A director shall exercise his power for the purpose for it is specified and shall not do so a collateral purpose. However, such powers when exercised for proper purpose is valid even if it incidentally affects a member adversely. Section 279 (5) Duty not to fetter discretion to vote in a Particular way.

31. A director is a trustee of the company, as such he shall not exercise his discretion to vote in a particular way with the consent of the company, being the Beneficiary. S 279(6) Therefore, a Director cannot make a valid agreement with shareholders or outsiders to vote in a particular way at Board meetings.

32. Duty to avoid conflict interest The personal interest of a director shall not conflict with his duties as a director . Se 280 (1) Any director of a company who is in any way whether directly indirectly, interested in a contract or proposed contract with the company, shall declare the nature of his interest at a meeting of the directors of a company .S 277 (1)

33. 2. For a proposed contract, the director shall declare his interest at a Board meeting where the contract was first considered, where not interest on that date, the next meeting held after he became so interested . Sec 277 (2)NB: A director is prohibited from entering into guarantee or provision of security. Section 2703. Payments made to a director by way of compensation for loss office or retirement must be disclosed to members in general meeting and approved by them Sec 273 (3)

34. 4. A director is restricted from the acquisition of non-cash asset of the company without approval by resolution of general meeting S 2845. However, if the gift is unsolicited in the form of gratitude after the transaction has been completed, the Director may be allowed to keep the gift provided he declares it before the Board, the Board’s decision approving his keeping the gift are to be entered in the Minutes Book of Directors. Section 287 (3)

35. 6. Directors are not allowed, either during or after the termination of their service with the company to use for their own benefit anything, property, trade secret or confidential information entrusted in them by virtue of their position 7. Duty also extends to officers who have access to such information. 8. The fact that a person holds multiple directorship shall not derogate from his fiduciary duties to each company; he is not to use information from one company to the advantage of the other company .Se 281

36. DUTIES OF CARE AND SKILLUnder the Common law, a Director need not exhibit the performance of his duties with a greater degree of skill than may reasonably be expected from a person of his knowledge and experience, he is not bound to give continuous attention to the affairs of his company Re City Equitable Fore Insurance Company

37. OBJECTIVE/SUBJECTIVE? The director shall exercise the powers and discharge his duties in good faith in the best interest of the company and shall exercise that degree of care, diligence and skill which a reasonable, prudent director would exercise in comparable circumstances Failure to take reasonable care can ground an action against the director for negligence and breach of duty S. 282(2) Section 282 (3) Every Director is individually responsible for actions of the Board in which he is a member. His absence unless justified does not relieve him of such responsibility

38. Consequences of Breach of Duty not to Make Secret Profit The director shall be accountable to the company for any secret profits or unnecessary benefit derived by him S. 280 (3) The director may be sued by the company to recover such secret profit or benefits S. 287 (3)It does not matter that the Director acted bona fide  

39. REMEDIES(i) Termination /Removal (ii) Injunction (iii) Damages (iv) Rescission & restoration of company’s assts if traceable (v) Account for profit section 279(5) precludes any exemption from liability which may be inserted in the articles or Resolution or Contract of the company

40. REMUNERATION OF DIRECTORS Generally every director of a company acts gratuitously. They are not entitled to remuneration for services rendered to the company. Where a director is to be entitled to remuneration it must be expressly stated in the Articles and services contracts .Section 267 (4) A company shall not be bound to pay remuneration to directors, but where it agrees to pay, it shall pay out of the company’s funds. Where remuneration is fixed in the Articles it can only be altered by special resolution Section 267 (3)

41. The remuneration of directors shall be determined from time to time by the members in general meetings and shall be deemed to accrue from day to day- Section 267 (1) However, Directors may be paid for out of pocket expenses ie travelling, hotel and other expenses properly incurred in attending meetings or in connection with business of the company Section 267 (2)

42. Director’s remuneration is also apportionable Section 267 (7) A director who receives more money than his entitled to shall be guilty of misfeasance and shall be accountable to the company for such money- 267(6) 

43. REMUNERATION OF MANAGING DIRECTOR The managing Director’s remuneration is automatic upon appointment and is not subject to Articles or general meeting. Thus, a managing Director SHALL receive such remuneration (whether by way of salary, commission or participation in profit or partly in one way and partly in another) as the directors may determine A managing director’s remuneration is taxable under S. 269 CAMA he shall be entitled to payment Quantum where he performs such service without a contract. S 268 (3)

44. RETIREMENT & ROTATION OF DIRECTIONS At the first Annual General Meeting (AGM) of the company, all the Directors shall retire from office, and at subsequent AGM, of the Directors or the number nearest to 1/3 shall retire from office SECTION 259 (1) Retirement is by rotation according to the number of years spent as director in office, those who have been longest in office at their last election shall retire [first in first out] Where two or more directors are appointed the same day, retirement shall be by casting a lot unless they agree among themselves who should retire

45. S 259 (2) Where a director at retirement present himself for RE- ELECTION then whether the company is silent or not, he is deemed to have been re-elected as a director, unless there is resolution shifting the vacancy or rejecting him or another director has been elected in his place = Where he is deemed to be reelected as a director, he is the newest in office A person appointed to replace or removed director continues the tenure of the person removed. Thus he will be caught by FIFO S. 262 (5)

46. EXCEPTION TO RETIREMENT AND ROTATION RULE If the Article of Association exempt the rule S. 259 A Life Director is not affected by the rule

47. BOARD MEETINGS- S.263Time to hold first board meetingNotice of meeting- S.266. Longe v FBN (2010) 6NWLR (pt. 1189) SC 1Mode of voting is by simple majority- S. 263(2), (7), (9) cf by proxy for members at general meetingsPower of a director to requisition a meeting of directors 263(3)Written resolutions of directors operating validly as though passed at a meeting of directors duly convened- S263(8)

48. CHAIRMANBoard chairman- S. 263(4)Chairman at the general meetingCommittee chairman- S.263(6)Power of directors to appoint chairman where there is no substantive one or where he is not present within five minutes after time- 263(4), (6) Powers of chairman- Casting vote to break a tie

49. QUORUMBOARD QUORUM- S. 2642 where number does not exceed 61/3 of the directors or 1/3 to the nearest numberCOMMITTEE QUORUMAs determined by the board and where not so decided, all members shall meetEffect where a quorum cannot be formed in the board meetings and in the committee meetings- S.265

50. REMOVAL OF DIRECTORS All directors, whether executive, non executive or even Life director may be removed from office, notwithstanding any protective clause in any agreement or Article of Association of the company Can the Board of Directors remove their fellow Director? The power to remove a director is vested only in the members in the General meeting. Thus, the Board of Director has no power to remove or suspend a fellow Director

51. For an effective removal of a Director, the procedure set out in SECTION 262 (1) provides thus: A company may by ordinary resolution remove a director before the expiration of his period of office, notwithstanding anything in its article or in any agreement between it and him S. 233 (1) A resolution shall be an ORDINARY RESOLUTION when it has been passed by a simple majority of votes cast by such members of the company as being entitled to do so, vote in person or by proxy at a general meeting  

52. THE PROCEDURE The persons/ members requesting the removal of the director shall send a special notice with the proposal resolution to the company at least 28 days before the meeting Upon receipt of the special notice, the company secretary shall send a copy of the notice of removal with the proposal resolution to the director concerned, requesting for his written representation and attendance at the general meeting. S 262 (2) This embodies the right to “fair hearing” The director concerned is so entitled whether or not he is a member of the company.

53. The company secretary thereafter issues a Notice of meeting by Order of the board for at least 21 days before the general meeting. This shall be accompanied by any representation in writing made by the affected Director (if it had been sent before the notice of meeting was issued Where the representation are not sent to members, the director may require it to be read at the meeting. Sec 262(3)Any aggrieved person of the company may apply to the court to stop the director from reading out any representation at the meeting (or sending out same) where it is proved that he seeks to circulate defamatory matter.

54. At the general meeting, the representation are circulated or read out and the director is given some time to defend himself & clarify issues The chairman thereafter calls on members to vote on the proposed resolution and pass it as the Ordinary Resolution of the company, where a simple majority vote is cast in favour of the resolution, it is duly passed and the affected director stands removed.

55. WHERE REPRESENTATIONS MAY NOT BE SENT OUT NOR READ AT THE MEETINGOn application to the Court by the Company or a party who claims to be aggrieved, the Court is satisfied that the representations is being abused to create needless publicity for defamatory matter.

56. REPLACING A REMOVED DIRECTORAt the same meeting by the members- section 262(2) ORBy the directors (filling the vacancy as a casual vacancy) at the BOD meetingCalculation of tenure of office of an individual appointed in the place of a removed director- S.262(5) including life directorsImplication of removal of directors pursuant only to section 262

57. POST REMOVAL STEPS/CONSEQUENTIAL STEPS1. The company secretary thereafter takes step to make consequential alterations in the Register of Directors and secretaries, 2. Fill a new copy of FORM CAC 7 (particulars of Director and any change therein) indicating the newly appointed Directors and the removed ones, 3. File the resolution and new CAC 7 at the CAC within 14 days of the passing of the Resolutions. NB SECTION 236 CAMA

58. FURTHER POINTS TO NOTE ON REMOVAL OF DIRECTORSIf the vacancy is to be filled in the same meeting and the special notice has been issued along with that of removal, the member will consider the list of the proposed Directors and elect the relevant one by an Ordinary Resolution. OR’ SECTION 262 (4)which provides vacancy created by the removal of a director under this section if not filled at the meeting at which he is removed may be filled as a casual vacancy

59. SPECIAL NOTICESpecial Notice is required to be given to the company not less than 28 days before the meeting at which the Resolution is to be moved, and the company shall give its members notice of the resolution not less than 21 days before the meeting: BERNARD LONGE v. FIRST BANK PLC The Supreme Court held that a Director or Managing Director can only be removed in the line with S. 262 Even where the director was formally an employee of the company, his removal must be in accordance with S. 262  

60. WHO APPOINTS COMPANY SECRETARY? The board of Directors is empowered to appoint the company secretary. Thus, unless the board has expressly delegated the power to the managing director or other officers of the company recourse must be had to the board for appointment of company secretary. NB = The company secretary is different from the general or private secretaries attached to the offices of officers of the company.  

61. The company secretary is usually appointed at the first board meeting, unless the promoter has obtained instruction from the proposed Director or who to appoint as the company secretary. Upon the appointment of a company secretary, a return is made to CAC within 14 days of the appointment in prescribe FORM CAC 5 (particulars of secretary or an change there in)

62. STATUS OF COMPANY OFFICER In the early times, at common law company secretary was regarded as a mere Clerk schedule for running errands for the Directors. He had no ostensible authority. To bind this company and could not discharge functions not assigned by the Directors and had no security of tenure However currently, the status of a company Secretary has been elevated to that of an officer of a company

63. In Barnet Hoarse & co, v. South London Tramways co (1887) 18 QBD 815; LORD ESHER m.r summarized the initial common law perception thus: “a secretary is a mere servant; his position is to do what he is told, and no person can assume that he has any authority to represent anything at all”  

64. COMPANY SECRETARYSECTION 293 (1) CAMA provides this ‘’Every company shall have a secretary’’Where the office of a secretary is vacant or any other reasons secretary is incapable of acting, any officer of the company authorized generally or specially in that behalf by the director may discharge the function of a company secretary. S. 293 (2)SECTION 295 prescribes the Qualification of a secretaryIt shall be the duty of a director of a company to ensure that the company secretary is a person who appears to have the requisite knowledge and experience to discharge the functions of a secretary of a company.

65. WHO CAN BE A SECRETARY?A a member of the institute of chartered secretaries AdministrationB a Legal PractitionerC a member of the Institute of Chartered Accountancy of Nigeria or such other bodies of accountants as are established from time by an art e.g Association of National Accountant of NigeriaD any person who has held the office of the secretary of a public company for at least three years of the five years immediately preceding his appointment in a public company or E a body corporate or Firm consisting of members each of whom is qualified under paragraphs (a), (b), (c) or (d) of this section

66. DUTIES OF COMPANY SECRETARYThe duties of a Secretary includes the following: 1. To attend the company Board and Committees meetings To render Secretarial services in meetings To advise on compliance by the meetings with the applicable rules and regulations Section 298(1) (a)

67. 2. To maintain the registers and other records Section 83 & 298 (1) (b) 3. To render proper returns and giving notifications to the CAC as required Section 298 (1) (c) 4. To carry out such administrative and other secretarial duties as directed by the Directors, or the company e.g summoning the meetings section 298 (1) (d)By virtue of Section 298 (2) CAMA, a Company secretary cannot without the authority of the board exercise any powers vested in the Directors

68. SOME OF THE STATUTORY FILINGS AT CAC AREi. Alteration of objects- (special Resolution or Court order) within 15 days Section 46(7)(b) ii. Notification of change of Director- within 14 days section 262 (2) iii. Registration of charges- within 90 days section 197 iv. Special Resolution –within 15 days –section 237 v. Filing of Annual Return-within 42 days after AGM- section 374Statement of Affairs for Bank/Insurance- February/ August every year.  

69. To maintain the registers and other records Section 83 & 298 (1) (b)Register/Index of MembersRegister of Director/SecretaryRegister of charges Minute BookAttendance BookPermit and License RegisterAccounting RecordRegister of Director ShareholdingCAC Documents Register etc

70. COMPANY SECRETARY AND FIDUCIARY DUTIES Generally, a company Secretary does not owe fiduciary duties to the company. However, where he is acting as its agent he shall owe fiduciary duties to it, an das such shall be liable to the company where he makes secret profits or lets his duties conflict with his personal interests or uses confidential information he obtains from the company for his own benefits. Section 297

71. DUAL POSITION AS DIRECTOR AND SECRETARY/LEGAL ADVISER There may be situations where a person may double as a Director and Company Secretary, in which case he is an Executive Director. However, he must not exercise the duties simultaneously in one transaction. By Section 294 CAMA, a person who doubles as a Director and Secretary cannot sign a documents in both capacities where the documents is to be signed by a Director and Secretary. He chooses which capacity he should sign. DUAL POSITION AS COMPANY SECRETARY/LEGAL ADVISER Where a legal Practitioner is appointment as company secretary, he could easily double as the legal Adviser of the company. Where a company secretary holds a dual position in the company as the protected by Section 296 CAMA, particularly in a Public company. Daily Times of Nig. Plc v. Akiniyi

72. RESIGNATION AND REMOVAL OF A COMPANY SECRETARY A Secretary may resign by notice in writing to the Company. He may also be removed from office at any time by resolution of the Board of Directors. Section 296(1)  

73. PROCEDURE FOR REMOVAL OF A COMPANY SECRETARY Sec 296 (2) CAMA provides the Procedure to be adopted for removal of a company secretary of a public company Where it is intended to remove the Secretary of a public company, the Board of Directors shall give him Notice Stating that it is intended to remove him Setting out the grounds on which it is intended to remove him Giving him a period of not less than 7 working days with in which to make his defence Giving him an option to resign his office within a period of 7 working days. After the expiration of the 7 days Notice of Removal, if he does not resign or make a defence, the Board may remove him form office and report to the next General meeting

74. Where the Secretary without resigning his office, makes a defence and the Board finds it insufficient, if The ground of intended removal is fraud or serious misconduct, the Board MAY remove him from office and shall report to the next general meeting If the ground is not fraud or serious misconduct, the Board shall NOT remove him without the approval of the general meetings but MAY suspend him and shall report to the next general meetings SECTION 296 (3) If he is removed at the General meeting following the suspension, the effective date of removal is determined in general meeting Section 296 (4)Within 14 days after removal /resignation, notify the CAC of the determination of the secretary’s appointment in prescribed FORM CAC, and enters details in Register of Directors and Secretaries

75. VACANCY IN THE OFFICE OF COMPANY SECRETARY Where a vacancy arises in the position of a company secretary, Section 293 (3) permits an Assistant or Deputy Secretary or, if there is none, any officer authorized by the Directors may act as Secretary

76. CERTAIN PUBLICATION IN RESPECT OF DIRECTORS 1. Register of Director’s Shareholding By S. 292(1) CAMA every company shall keep a Register showing in respect of each director the numbers, description and amount any shares and or debentures of the company held by him or held in trust for him The register shall be kept at the company’s Registered or Head office. It shall be open for inspection during business hour to members and debentures holders 14 days before AGM and 3 days after the date of AGM. It is open for inspection to CAC always.

77. 2. Register of Directors and Secretaries Every company is required to keep a Register of its Directors secretaries past and present in accordance with S. 292(3)The register shall contain the following particulars Present forename and surnameResidential address Occupation Name Date of birth Particulars of any other

78. 3. Particulars of Directors in Trade catalogues Every company is required to state in legible characters Trade catalogues, circulars and business letters in which company’s name appears and which are issued or sent to any person in Nigeria; the following particulars of every directors Present forename or initials and surname Any former forename and surname Nationality if not a Nigerian S. 278 Default renders the officers in default, liable to conviction and N 50.00 fine

79. 4. Register of Contracts for which Directors have Interest

80. Draft of instrument of appointment of first Directors That _____________________ (names) of __________________ (address) being adults of less than 70 years of age, having been nominated, are hereby appointed as first Directors of ______________ (name of proposed company), by the subscribers to the memorandum & articles of Association of the within named company DATED THIS ______________ DAY OF __________________ 20 Subscriber

81. Ebony Textiles PLC is scheduled to hold its 1st Annual General Meeting at the Civic Centre, Lokoja, Kogi State, Nigeria on 20th March, 2017.

82. The first Directors are: 1. Dr. Ona Jemba (Life Director); 2. Chief Audu Okon; 3. Mr. Aminat James; 4. Engnr Olu Okondo; and 5. Alhaji Yohana Emeka. Below are highlights of some of the matters to be discussed at the meeting:

83. The name of the company is to be changed to Ebony Furnitures PLCThe business objects will be altered to reflect the current business and investment focusThe company is also proposing to re-elect Prof Joseph Daniel and Lt. General Adamu Garba who are 72 and 74 years old respectively as directors.

84. The company will also deliberate on the remuneration to be approved for non – executive directorsAlhaji Shehu Baba, a shareholder has proposed the appointment of Haruna Samuel(a 16 years old student of St. Paul College, Lokoja) and Yohannah Samuel (30 years) as directors of the company.

85. Answer the following questionsComment on the propriety of re-electing Prof. Joseph Daniel and Lt. General Adamu GarbaBriefly explain the chance of Daniel and Garba been re-elected as directorsComment on the proposal to approve new remuneration for non- executive directors

86. Comment on the proposal of Alhaji Shehu Baba for the appointment of Haruna Samuel and Yohanna Samuel as new dcirectors of Ebony Textiles PLCDraft the resolution for the appointment of the directorsAdvise the company on the application of the rule on rotation of the first directors at the scheduled AGM.

87. Assuming the re-elections and fresh appointments in … sails through, complete the appropriate CAC Form in readiness for filing at the CAC.Dr. Ona Jemba has become high handed as the MD of the Company. He boasts that, “as a Life Director, only death can remove him from office. Comment on the validity of his assertion. Highlight the procedure (if any) for his removal.