Question Tag: Directors' Duties

Search 500 + past questions and counting.
Professional Bodies Filter
Program Filters
Subject Filters
More
Tags Filter
More
Check Box – Levels
Series Filter
More
Topics Filter
More

The Managing Director of Dakubo Ltd, a company which engages in the business of iron rods production, on his own, contracted a loan of GH¢1,000,000 from Dilidom Bank. The loan is repayable in twelve months’ time. The Managing Director disclosed the contents of the agreement to his wife who is neither a Director nor a member of the company. In further disregard for the regulations of the company, the Managing Director squandered the loan contracted from the bank.

Required:

i) Explain the concept of Good Corporate Governance.

(5 marks)

ii) From the scenario above, state FIVE (5) principles of Good Corporate Governance that may have been breached by the Managing Director of Dakubo Ltd. (5 marks)

i) The concept of Good Corporate Governance:

The concept of good corporate governance is a function of a company/corporation. The concept of good corporate governance is to promote fairness, openness, and transparency in its responsibilities to stakeholders. Good corporate governance practices facilitate economic efficiency by focusing on value-enhancing activities and aid efficient allocation of scarce resources. This is achieved when companies/firms efficiently employ their assets, attract low-cost capital, meet societal expectations, and improve overall performance.

The concept of corporate governance incorporates the question of accountability, ethics, and social responsibility to society and stakeholders and concerns the structures and procedures associated with the direction in which an organization plans to chart. Whatever its definition, good corporate governance relates to the fundamental processes whereby ultimate corporate authority and responsibility are shared and exercised by shareholders, directors, and management to ensure that corporate assets provided by investors are being put to appropriate and profitable use.

(5 marks)

ii) Principles of Good Corporate Governance breached:

From the scenario, the following principles of good corporate governance were breached by the Managing Director of Dakubo Ltd:

  • Ethics
  • Fairness
  • Transparency
  • Accountability
  • Responsibility
  • Efficiency
  • Confidentiality
  • Candour
  • Honesty

(Any 5 points @ 1 mark each = 5 marks)

As part of the duty, a director of a company stands in a fiduciary relationship towards the company and shall observe the utmost good faith towards the company in a transaction with it or on its behalf. He or she shall act at all times in what the director believes to be the best interests of the company as a whole so as to preserve its assets, further its business, and promote the purposes for which it was formed, and in a manner that a faithful, diligent, careful, and skillful director would act in the circumstances. Besides, a director is not to use for his or her own advantage the money or property of the company or confidential information or special knowledge obtained in his or her capacity.

Required:
List THREE (3) civil liabilities that are to be brought against a director who commits a breach of duty and violates the rules regarding conflict of interest.

(6 marks)

  • A director and any other person who knowingly participated in the breach is liable to compensate the company for the loss it suffers as a result of the breach.
  • A director shall account to the company for a profit made by the director as a result of the breach.
  • A contract or any other transaction entered into between the director and the company in breach of that duty may be rescinded by the company.
    (Section 209 of the Companies Act, 1963 ACT 179)
    (2 marks each for 3 points stated = 6 marks)