(a)
The Code of Corporate Governance for Public Companies
2011 states that the board of directors should not be less than 5; but the Companies and Allied Matters Act states
that board of directors should not be less than 2.
(b)
The Code of Corporate Governance for Public
Companies 2011 says that a company cannot be a listed as a public company
on the stock exchange if it has less than 5 directors. This is not provided for
in the Companies and Allied Matters Act.
(c)
There is
no classification as to different types of directors in the Companies and Allied Matters Act; but
this is done in the Code. The Code also states the differences and relationship
between the different types of directors.
(d)
Section 259 of the Companies and Allied Matters Act
provides that at the first Annual General Meeting, all directors shall retire and
this is in line with the 2011 Code of
Corporate Governance for Public Companies.
(e)
In
relation to qualification of executive directors, the Code of Corporate Governance for Public Companies 2011 mandates
that he must have the necessary qualifications.
(f)
In
relation to duty of care and skill in Companies
and Allied Matters Act, the Code of
Corporate Governance for Public Companies 2011 just gives details on what
amounts to care and skill and by so doing reinforces Companies and Allied Matters Act.
(g)
The Companies and Allied Matters Act is
silent on the issue of whether you can merge the position of Chairman and Chief
Executive Officer; but the Code of
Corporate Governance for Public Companies 2011 is clear that these posts
must be occupied by separate people.
(h)
The Code of Corporate Governance for Public
Companies 2011 mandates that directors should not be members of Board of
companies in the same industry; but this is not expressly stated in the Companies and Allied Matters Act.
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