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    DIRECTORS

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    faith ola
    This document outlines key information about directors, including: - Directors manage and direct the business of the company. There are executive, non-executive, and independent non-executive directors. - Directors are initially appointed by subscribers to the memorandum and then by members at AGMs. They can vacate office due to various reasons like death or disqualification. - Directors have powers to manage the company as determined in the articles of association. They must meet quorum requirements and act as a whole board. - Directors have fiduciary and care duties. They can face liability in contracts, torts, and personally but may receive relief from liability in some cases.

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    © All Rights Reserved
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    DIRECTORS

    Uploaded by

    faith ola
    19 views15 pages
    This document outlines key information about directors, including: - Directors manage and direct the business of the company. There are executive, non-executive, and independent non-executive directors. - Directors are initially appointed by subscribers to the memorandum and then by members at AGMs. They can vacate office due to various reasons like death or disqualification. - Directors have powers to manage the company as determined in the articles of association. They must meet quorum requirements and act as a whole board. - Directors have fiduciary and care duties. They can face liability in contracts, torts, and personally but may receive relief from liability in some cases.

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    DIRECTORS (1)

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    This document outlines key information about directors, including: - Directors manage and direct the business of the company. There are executive, non-executive, and independent non-executive directors. - Directors are initially appointed by subscribers to the memorandum and then by members at AGMs. They can vacate office due to various reasons like death or disqualification. - Directors have powers to manage the company as determined in the articles of association. They must meet quorum requirements and act as a whole board. - Directors have fiduciary and care duties. They can face liability in contracts, torts, and personally but may receive relief from liability in some cases.

    Copyright:

    © All Rights Reserved
    Download as PPTX, PDF, TXT or read online from Scribd
    Download as pptx, pdf, or txt
    19 views15 pages

    DIRECTORS

    Uploaded by

    faith ola
    This document outlines key information about directors, including: - Directors manage and direct the business of the company. There are executive, non-executive, and independent non-executive directors. - Directors are initially appointed by subscribers to the memorandum and then by members at AGMs. They can vacate office due to various reasons like death or disqualification. - Directors have powers to manage the company as determined in the articles of association. They must meet quorum requirements and act as a whole board. - Directors have fiduciary and care duties. They can face liability in contracts, torts, and personally but may receive relief from liability in some cases.

    Copyright:

    © All Rights Reserved
    Download as PPTX, PDF, TXT or read online from Scribd
    Download as pptx, pdf, or txt
    of 15

    DIRECTORS

    Outline
    • Definition, status and numbers
    - who are directors?
    • Types of directors
    • Appointment of directors
    - First appointments
    - Subsequent appointments
    • Vacation of office
    • Powers of Directors
    • Proceedings of Directors
    • Position of Directors
    -as agents
    -as trustees
    • Duties of directors
    • Liability of Directors
    • Register of Directors and Secretary
    Who is a director?

    • Section 269
    • A person duly appointed by the company to direct and
    manage the business of the company
    • There is a presumption in favour of anyone dealing
    with the company that any person described as a
    director is duly appointed
    • Olufosoye v Fakorede
    • A person appointed or elected according to law,
    authorised to manage and direct the affairs of a
    corporation or company
    Types of directors

    • Executive
    • Non executive
    • Independent non-executive (public company)-
    Section 275
    • Shadow directors – section 270
    Appointment of Directors
    • Minimum number 2 – Section 271
    • First Directors
    • Appointed by the subscribers to the
    memorandum of association
    • Named in the articles of association
    • Subsequent directors
    • Members in AGM
    • Section 273
    Vacation of office
    • Death
    • Appointment of liquidator
    • Disqualification
    • Resignation
    • Retirement
    • removal
    • Casual vacancy
    • Section 274
    • Life director – Section 281
    • Disqualification -283
    - An infant
    - A lunatic/ person of unsound mind
    - A person suspended under Section 288, CAMA (removal of directors)
    - - a disqualified person for being insolvent, fraudulent person or
    where he vacated office
    - -A corporation other than the representative appointed by the board
    • Share qualification
    • Section 277
    • Age limit for appointment
    • No limit, but there must be disclosure for a
    director over 70 years in a public company
    Powers of directors
    • Determined by the articles of association of the company
    • Permitted to exercise specific powers e.g borrowing powers
    • Employ an agent to act for the company
    • The general meeting may ratify or confirm any action taken by
    the board
    • The board is not bound to obey the directions of the members
    if they act in good faith and in accordance with the articles
    • Any action done without authorisation from the company
    either in general meeting or the board will be dismissed
    • The exercise of powers is vested in the directors as a whole and
    not in an individual director
    Proceedings of directors
    • Meetings
    • - calling a meeting-
    • - at any time by a director or the secretary on the direction of a director
    • Notice of meeting
    • Given with 14 days to every director, except he has been disqualified
    • Quorum- ie that number qualified to act who must be present to
    enable the directors act as a board
    • - Usually fixed by the articles.
    • - unless otherwise provided by the articles, quorum is usually 2 where
    directors are not more that 6. where more than 6 then 1/3
    • Decision without a meeting
    • A resolution in writing signed by all the directors is valid
    Position of directors
    • Directors as trustees of the company funds,
    properties and powers
    • Directors as agents
    Duties of Directors
    • Fiduciary duty – Section 305

    • Duty to exercise power for the benefit of the


    company

    • Duty of care and skill


    Liability of Directors
    • Liability in contract
    • Liability in tort
    • Personal liability
    • Relief from liability
    • Unlimited liability
    Publication of information relating to
    directors
    • With the CAC
    • With the company
    • 1. Particulars of shares held in the company by
    each director
    • 2. Particulars of directors and secretaries
    • 3. Particulars of directors in business
    document
    Status
    • Directors are managers of the company
    • They are not employees of the company but
    EDs may be employees in some cases
    • They are not servants of the company
    • They are not members of staff of the company

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