The Federal Companies Act of 2004 and related laws give directors enormous and difficult responsibilities for corporate governance.

As a result, I am drawn to research on human representatives, fiduciaries, and corporate bodies whose actions within the bounds of law are called corporate conduct. “Ownership” is usually transferred to shareholders (the purpose of this project is not to elaborate on ownership of shares), but the ultimate risk of any mishap to the company rests with the shareholders. . It is true that directors have a relationship of trust with the company and are subject to their due diligence and competence.

In general, directors have certain obligations to the company in the performance of their duties. It should be noted that the law also provides for the circumstances under which a director may be removed. Technically, it is the responsibility of the directors to enforce these duties, as the company is responsible for enforcing the duties of the directors. Please note that the Foss v Harbottle rules are modified by certain exceptions provided by law. The project also highlights the responsibilities of directors and when shareholders can take derivative actions for and on behalf of the company.

Finally, we will make suggestions on how corporate governance by directors can be improved, and, where appropriate, propose amendments to certain provisions of the law that do not reflect contemporary corporate governance in Nigeria, and will seek the approval of our courts. should respond to their requests. Constitutional responsibility in interpreting the law as far as company managers are concerned. chapter One

Importance, Appointment and Qualifications of Directors

1.1 What is a Director?

A director is a person duly appointed by a company to direct and control the affairs of the company. Section 244(2) provides a rebuttable presumption that every person appointed by a company to serve as an officer, whether or not he is an officer, is duly appointed. This protects third parties who do business with the company. V at Aberdeen Railway Company Brykey Brothers 3, Mr. Klansworth defined a director as a person to whom the duties of directing general affairs have been delegated

1. Companies and Related Matters Act Section 244(1) of CAP C20 LFN 2004 – The term “manager” of a company is defined as “a person appointed or elected pursuant to law and having the authority to direct the affairs of the company”. Company or Corporation,” Sofowara, Contemporary Nigerian Company Law, 2nd Edition, 2006, p. 425.

2. Official Companies Act No. 51 of 1968, p.

3. (1859) 3 & 4 Macq 461 on p. 471

enterprise. Section 245(1) of Act 4 defines a shadow director as “a person ordinarily acting under the direction and direction of the director”. A shadow director is also considered a director. While this definition is not explicit, it is believed to reflect the practice of recognized groups and companies appointing directors of another company to represent and protect their own interests. This is common with some banking institutions that lend large sums of money to businesses. Another good example of shadow directors is when a government appoints some directors to represent the interests of a company in which it has a substantial or controlling interest. of Enugu. Anambra, Imo and Abia states. These four state governments may be called shadow directors in relation to Nkalagu Cement Company Ltd.

4. Decree No. 1 of 1990. Later called “law”.

I am accustomed to following their instructions. Note that the above circumstances constitute exceptions and exceptions to the rule that directors may only be appointed by the shareholders at the shareholders’ meeting of the company, as stipulated in Section 248 of the Companies and Related Matters Act, CAP C20 LFN. need to do it. 2004, planned.

It should be noted, however, that a person who advises a director in a professional capacity does not fall within the definition of a shadow director.


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