Supervisory Role of General Meeting Over Board of Directors in Nigeria

ABSTRACT The performances of corporate entities in Nigeria leave much to be desired. Due to poor performances, corporate entities have lost some of the confidence which they hitherto enjoyed. This loss of confidence has led to the collapse of several companies. The major reasons for company failure are mismanagement and fraudulent practices by key players in the corporate terrain, as well as the inability of the in-built monitoring devices to perform their roles. The management and governance of a company is a partnership between key stakeholders such as shareholders, board of directors, management, external auditors, regulatory and supervisory authorities. The objective of this dissertation is to critically analyse the supervisory powers of the members in general meeting over the board of directors in modern corporate governance in Nigeria. The dissertation aims at examining the relationship existing between the general meeting and the board of directors in modern corporate governance in Nigeria. This work adopts doctrinal methodology. Relevant statutes and case law constitute the primary research materials. The secondary research materials comprise textbooks, journal articles, internet posts, newspapers and workshops and conference papers. The approach is descriptive and analytical. The scope is limited to an appraisal of the supervisory role of general meeting over board of directors within Nigeria. Where reference is made to other subject matter or to jurisdiction outside Nigeria, it is merely for illustration or analogy. The dissertation is presented in five chapters. Chapter one is the general introduction. Chapter two reviews the structure of corporate governance. Chapter three analyses the role of general meeting in corporate governance. Chapter four appraises the control of corporate governance by the board of directors. Lastly, chapter five summarises the findings, makes recommendations and concludes the dissertation. The work finds that one practical advantage of the general meeting, as a primary organ of the company, is that it makes for corporate democracy and facilitates checks and balances. However, it is recommended that the members in general meeting should be charged with executive powers that are presently exercised by the board of directors through shareholders executive committee in order to dismiss the directors, individually or collectively, whenever found wanting without any recourse to any court or other regulatory body. This will make it easy to always nip in the bud any oppressive conducts of the board of directors, as shareholders are the owners of the company, and the only pecuniary interested party. The National Assembly should amend the extant laws and confer this power on duly elected shareholders executive committee.