Board of Directors: Fiduciary Duties, Conflicts & Liabilities

Program overview:

The directors of a company are responsible for its day-to-day management and are more exposed than ever to regulators, shareholder action and the realities current business climate. They may exercise certain powers on behalf of the company, they owe certain duties to it and they may be exposed to certain liabilities in their capacity as directors. This program is designed to provide practical guideline on directors’ powers, statutory (general) duties, fiduciary duties and common law duties and liabilities.

For whom:

This program is designed for corporate lawyers, company secretaries, directors of companies and compliance officers in corporate organizations.

Learning objectives:

At the end of the program, participants will be able to:

• explain the key duties of directors, their power and authority;
• explain the statutory framework for the role and responsibilities of company directors as stipulated in the companies and allied matters act 1990;
• evaluate the liabilities, sanctions and indemnities of company directors
• deal with conflicts in board rooms;
• manage relationships between the company and its shareholders;
• develop good boardroom practice and board relationships;
• carry out induction, development and performance reviews; and
• apply the current legal issues in company management.

Course outline:

Day 1: The Regulatory Environment

• The role in context: the legal and regulatory framework
• Types of director
• Director authority
• Company decision-making process
• Board meetings, workings and processes.
• The Annual General Meetings, working and processes
• What is the purpose of company law and how does it apply to directors?

Day 2: Directors’ duties in the Companies and Allied Act 1990

• Being a director.
• Expectations of a director: disclosure, financial, tax and audit.
• Strategy for directors.

• Board meetings and board minutes
• Directors duties and recent case law
• Dealing with Conflicts and Disclosure

Day 3: Nominee directors and Joint Ventures

• Due diligence and considerations in accepting a directorship
• Consequences of breach of duty (including derivative claims and unfair prejudice actions)
• Authorization and Ratification of breaches of duty
• Disqualification

Day 4: Insurance, Indemnification and Relief from Liability

• Company accounts, reporting and narrative reporting
• Liabilities for breaching the duties imposed on directors.
• Directors’ and officers’ liability (D&O) insurance.
• Criminal liabilities (e.g. Bribery, Fraud, Health & Safety)

• Liability on Insolvency
• (including a discussion of the recent Insolvency and Corporate Governance consultation)

Day 5: Running an Effective Board.

• The key components of an effective board.
• Power and authority:
  • Company decision-making process
• Understanding key relationships:
  • the board, the auditor,
  • the company secretary,
• Managing shareholders/owners and management relationship
• What are the practical implications for running a company?

The Course Package: Includes: Course material in soft copy, Tea break, Lunch, City tour, and certificate of attendance. A laptop with the soft copy of the course material loaded with a carrying bag will be presented to the participants at the end of the course.

Note: Payment is either U$D or the prevailing parallel market rate. We do not accept government official rate.

Training Methodology

• Methodology: Lectures, discussions, exercises, case studies, audio-visual aids will be used to reinforce these teaching/learning methods

For bookings and inquiries, call: +234-8051365946, +234-7087578814 (Office Lines)

24/7 Lines: +234-8068933608, +234-8029170491 & +234-8145745664 & +234-9112830607

Or send us an email:  info@hcaglobalconsult.com or hcaglobalconsult@gmail.com