ICSAN Professional Programme II - Corporate Administration and Risk Management (Nigeria)

Under Section 332 of the Companies and Allied Matters Act (CAMA) 2020, which of the following is NOT automatically qualified to be appointed as a Company Secretary of a public company in Nigeria?

• AA member of the Institute of Chartered Secretaries and Administrators of Nigeria (ICSAN)
• BA legal practitioner enrolled to practice in Nigeria
• CA graduate of business administration with three years of corporate experience
• DA member of the Institute of Chartered Accountants of Nigeria (ICAN)

What is the minimum issued share capital required for a private company limited by shares under CAMA 2020?

• AN10,000
• BN100,000
• CN500,000
• DN2,000,000

Under CAMA 2020, how is a company limited by guarantee incorporated, and what is its primary restriction regarding profit?

• AIt is incorporated with the authority of the Attorney-General of the Federation, and its…
• BIt is incorporated like any private company, and profits can only be distributed with the…
• CIt is incorporated with the authority of the Minister of Industry, Trade and Investment,…
• DIt is incorporated with the consent of the Central Bank of Nigeria, and its profits are s…

Within what period must a company deliver a return of allotment of shares to the Corporate Affairs Commission (CAC) after making any allotment?

• A14 days
• B30 days
• C60 days
• D90 days

Which of the following is true regarding the use of a common seal by a company under CAMA 2020?

• AA company must have a common seal, and all contracts must be sealed to be valid.
• BA company is no longer required to have a common seal; its use is now optional.
• COnly public companies are required to have a common seal.
• DA company's common seal must be registered with the Corporate Affairs Commission to be le…

Under CAMA 2020, what is the default legal status of a sole member in a private company?

• ASingle-member private companies are now permitted under CAMA 2020.
• BA private company must have at least two members; a single-member entity is automatically…
• CA single-member private company is permitted, but the member must be a corporate body.
• DSingle-member companies are only allowed for public companies or government parastatals.

Under Section 273 of CAMA 2020, what is the minimum number of directors required for any company in Nigeria?

• AOne director
• BTwo directors
• CThree directors
• DFive directors

A person cannot be appointed as a director of a company in Nigeria if they are under what age, unless special circumstances apply?

• A16 years
• B18 years
• C21 years
• D70 years

Under CAMA 2020, within how many months after the end of its financial year must a company file its annual return with the CAC?

• AWithin 14 days after the Annual General Meeting
• BWithin 42 days after the Annual General Meeting
• CWithin 3 months after the end of the financial year
• DWithin 6 months after the end of the financial year

Which of the following describes the statutory duty of care and skill of a director under Section 305 of CAMA 2020?

• AA director owes a duty of care and skill to the company, measured by both an objective st…
• BA director is only liable if they show gross negligence; ordinary mistakes do not breach…
• CA director owes no personal duty of care if they acted on the advice of the company secre…
• DA director's duty of care is owed strictly to the majority shareholders, not the company…

What is the legal effect of a company executing a contract 'under hand' compared to 'under seal' in Nigeria?

• AA contract under seal requires no consideration to be enforceable, whereas a contract und…
• BA contract under hand is only binding on private companies, while public companies must e…
• CA contract under seal is automatically registered with the High Court, while a contract u…
• DThere is no legal difference; CAMA 2020 abolished all distinctions between contracts unde…

Under CAMA 2020, what type of resolution is required to change the name of a company, and where must it be filed?

• AAn ordinary resolution, filed with the Corporate Affairs Commission (CAC) within 15 days.
• BA special resolution, filed with the Corporate Affairs Commission (CAC) within 15 days.
• CA special resolution, filed with the Federal Ministry of Trade within 30 days.
• DAn extraordinary resolution, filed with the High Court within 30 days.

Which of the following statements is correct regarding the payment of dividends under CAMA 2020?

• ADividends can be paid out of capital if approved by a special resolution of shareholders.
• BDividends can only be paid out of the distributable profits of the company.
• CDividends can be declared by the directors without any approval from the shareholders.
• DA company can pay dividends even if it is insolvent, provided it has retained earnings.

Under CAMA 2020, what constitutes a 'small company' in Nigeria, which qualifies it for exemptions such as not holding an AGM or having a single director?

• AA private company with turnover of not more than N120 million and net assets of not more…
• BA company with turnover of not more than N20 million and net assets of not more than N10…
• CAny private company with fewer than 50 employees.
• DA company registered as a sole proprietorship with the Corporate Affairs Commission.

What is the statutory requirement for the registration of charges created by a company over its assets with the CAC under CAMA 2020?

• ACharges must be registered with the CAC within 21 days of creation, or they will be void…
• BCharges must be registered only if they exceed N10,000,000 in value.
• CRegistration is optional, but unregistered charges have lower priority under the Insolven…
• DCharges must be registered within 90 days of creation, failing which a court order is req…

Under CAMA 2020, what is the consequence if a company secretary of a public company is removed without following the statutory notice procedures?

• AThe removal is null and void, and the secretary is automatically reinstated.
• BThe secretary is entitled to sue the company for wrongful dismissal or damages, but the r…
• CThe company's directors are fined N10,000,000 by the CAC, and the company is suspended fr…
• DThe removal must be approved by a majority vote at an Extraordinary General Meeting befor…

Which body is responsible for regulating the corporate governance practices of public listed companies in Nigeria in collaboration with the CAC?

• AThe Securities and Exchange Commission (SEC)
• BThe Financial Reporting Council of Nigeria (FRCN)
• CThe Central Bank of Nigeria (CBN)
• DThe Nigerian Exchange Group (NGX)

Under CAMA 2020, what is the maximum number of members a private company is allowed to have, excluding employees?

• A20 members
• B50 members
• C100 members
• DThere is no limit under CAMA 2020

What is the statutory requirement for public companies regarding the disclosure of significant control under CAMA 2020?

• AAny person who becomes a substantial shareholder holding at least 5% of the unrestricted…
• BAny person holding 10% or more shares must register as a director.
• COnly foreign shareholders must disclose their shareholdings to the Federal Ministry of In…
• DShareholders in private companies are exempt from disclosure, but public companies must d…

Which of the following is true about a company's registered office in Nigeria?

• AA company must have a registered office in Nigeria, and any change in address must be not…
• BA company can use a post office box as its registered office address.
• CThe registered office must be located in Abuja, the Federal Capital Territory.
• DA company can change its registered office without notifying the CAC as long as it update…

What is the statutory notice period required for convening an Annual General Meeting (AGM) of a company in Nigeria under CAMA 2020?

• A14 days
• B21 days
• C30 days
• D60 days

Under CAMA 2020, which type of company is exempt from the statutory requirement to hold an Annual General Meeting (AGM)?

• AAll private companies limited by shares
• BA small company
• CA company limited by guarantee
• DNo company is exempt; all registered corporate entities must hold an AGM annually

Who is entitled to receive notice of a general meeting of a company in Nigeria under Section 243 of CAMA 2020?

• AEvery member, every director, the company secretary, and the external auditor.
• BOnly shareholders holding at least 5% of the voting shares.
• CEvery member and the directors, but not the auditor unless the auditor requests it.
• DThe board of directors and the primary lenders or creditors of the company.

What is the statutory quorum for a general meeting under Section 256 of CAMA 2020, unless the company's articles specify otherwise?

• ATwo members present in person or by proxy, representing at least one-third of the total v…
• BAt least 10 members present in person representing 50% of the share capital.
• CTwo members present in person or by proxy.
• DA simple majority of all registered shareholders of the company.

Which of the following is true about the appointment of a proxy under CAMA 2020?

• AA proxy must be a member of the company.
• BA proxy is not required to be a member of the company, and has the same right to speak an…
• CA member of a private company cannot appoint a proxy.
• DA proxy form must be deposited at the registered office not less than 72 hours before the…

Under CAMA 2020, what type of meeting must a public company hold within six months of its incorporation?

• AThe Annual General Meeting
• BThe Statutory Meeting
• CThe Extraordinary General Meeting
• DThe Board Inaugural Meeting

What is the statutory requirement for forwarding the 'statutory report' to members before the statutory meeting of a public company in Nigeria?

• AAt least 14 days before the day on which the meeting is to be held.
• BAt least 21 days before the day on which the meeting is to be held.
• CAt least 7 days before the day on which the meeting is to be held.
• DThe report is presented at the meeting; there is no requirement to forward it beforehand.

Under CAMA 2020, who can requisition an Extraordinary General Meeting (EGM) if the directors fail to convene one?

• AAny member holding shares representing at least 10% of the paid-up capital carrying the r…
• BThe Company Secretary acting on behalf of minority shareholders.
• CThe external auditor of the company.
• DAny single shareholder, regardless of shareholding, if they have a court order.

What is the voting threshold required to pass a 'special resolution' at a general meeting under CAMA 2020?

• AA simple majority of votes cast by members entitled to vote.
• BA two-thirds (66.7%) majority of votes cast by members entitled to vote.
• CNot less than three-fourths (75%) of the votes cast by members entitled to vote in person…
• DUnanimous approval of all members present at the meeting.

Under CAMA 2020, which type of company is permitted to pass resolutions in writing (written resolutions) without holding a physical meeting?

• AA public company only
• BA private company only
• CAll companies registered under CAMA 2020
• DOnly companies limited by guarantee

What is the statutory requirement for the retention of minutes of proceedings of general meetings and board meetings under CAMA 2020?

• AMinutes must be kept for at least 6 years from the date of the meeting.
• BMinutes must be kept permanently or for a period not less than 10 years, and kept at the…
• CMinutes must be filed with the CAC annually along with the annual returns.
• DMinutes are only required to be kept until the next audit is completed.

Who must sign the minutes of a meeting to make them prima facie evidence of the proceedings under CAMA 2020?

• AThe Company Secretary and all directors present at the meeting.
• BThe Chairman of that meeting or the Chairman of the succeeding meeting.
• CThe external auditor and the Managing Director.
• DAt least two shareholders present at the meeting.

Under CAMA 2020, when is a poll deemed to be effectively demanded at a general meeting of a company?

• AOnly when demanded by the Chairman of the meeting.
• BWhen demanded by not less than 5 members having the right to vote, or by members represen…
• CA poll is automatically required for every resolution passed at a general meeting.
• DOnly when demanded by the external auditor to verify the voting count.

Which of the following is true regarding virtual (electronic) general meetings under CAMA 2020?

• AVirtual general meetings are strictly prohibited for all companies in Nigeria.
• BVirtual general meetings are permitted for private companies, but public companies must h…
• COnly public listed companies are allowed to hold virtual general meetings.
• DAll general meetings of any company must be physical, but board meetings can be virtual.

What is the consequence if a company fails to hold its Annual General Meeting within the statutory timeframe under CAMA 2020?

• AThe company is automatically wound up by the CAC.
• BThe company and every officer of the company in default are liable to a penalty as prescr…
• CAll decisions made by the board of directors since the last AGM become void.
• DThe directors are automatically suspended from office.

Under CAMA 2020, how is a board meeting of a company convened, and what is the statutory notice required?

• AA board meeting is convened by the Company Secretary, and the notice must be at least 14…
• BA board meeting is convened by any director or the secretary on the requisition of a dire…
• CA board meeting can only be convened by the Chairman of the Board.
• DA board meeting requires a 21-day notice, similar to a general meeting.

What happens if a director of a company in Nigeria fails to attend board meetings without a valid excuse under the Nigerian Code of Corporate Governance (NCCG) 2018?

• AThe director is automatically disqualified from acting as a director of any other company…
• BThe board should review the director's performance, and continuous absence is grounds for…
• CThe CAC will issue a personal fine of N1,000,000 to the director.
• DThe director's shares in the company are forfeited to the company.

Under CAMA 2020, who is entitled to inspect the minutes of general meetings of a company, and at what cost?

• AAny member of the public can inspect them upon payment of a prescribed fee.
• BOnly the members (shareholders) of the company, free of charge.
• COnly the directors and the external auditor; shareholders have no right to inspect minute…
• DThe minutes can only be inspected with a court order from the Federal High Court.

What is the legal position of a director who dissents from a decision made at a board meeting under corporate governance best practices in Nigeria?

• AThe dissenting director must resign from the board immediately.
• BThe dissenting director should ensure that their dissent and the reasons for it are forma…
• CThe dissenting director can sue the company in court to block the decision, regardless of…
• DThe dissenting director is held personally liable for the decision if it leads to corpora…

What is the requirement for filing a copy of a 'special resolution' with the Corporate Affairs Commission (CAC) under CAMA 2020?

• AIt must be filed within 15 days of being passed, or the company and its officers will be…
• BIt must be filed within 30 days of being passed, along with the audited financial stateme…
• CSpecial resolutions do not need to be filed with the CAC unless they involve share capita…
• DIt must be published in a national newspaper within 14 days before filing.

Which of the following best defines 'Enterprise Risk Management' (ERM) according to the COSO ERM framework?

• AA process designed to identify potential events that may affect the entity, and manage ri…
• BA series of compliance checklists used by the internal audit department to detect fraud a…
• CA software system implemented by IT to monitor security breaches and network downtime.
• DAn insurance purchasing strategy designed to transfer all operational and financial risks…

What is the primary difference between 'Risk Appetite' and 'Risk Tolerance'?

• ARisk appetite is qualitative, while risk tolerance is strictly quantitative.
• BRisk appetite is the broad amount of risk an organization is willing to accept in pursuit…
• CRisk appetite is set by the Chief Risk Officer, while risk tolerance is approved by the e…
• DThere is no difference; the terms are used interchangeably under the ISO 31000 standard.

Which of the following represents the core focus of the COSO ERM Update (2017) 'Integrating with Strategy and Performance' compared to the original 2004 framework?

• AIt emphasizes the separation of the risk management function from strategy-setting to avo…
• BIt focuses on the importance of enterprise risk management in strategy-setting and integr…
• CIt introduces mandatory risk modeling templates for financial institutions.
• DIt eliminates the role of the board of directors in risk oversight.

According to the ISO 31000:2018 risk management guidelines, what is the core purpose of risk management?

• ATo eliminate all risks within the organization.
• BThe creation and protection of value.
• CTo satisfy regulatory reporting requirements.
• DTo transfer liability from directors to executive management.

In the 'Three Lines of Defense' model of risk management, where does internal audit sit, and what is its role?

• AFirst Line: identifying and managing risks directly in daily operations.
• BSecond Line: overseeing and monitoring the implementation of risk practices.
• CThird Line: providing independent assurance to the board and management on the effectiven…
• DFourth Line: acting as an external regulator to enforce compliance.

Under the Nigerian Code of Corporate Governance (NCCG) 2018, which board committee is primarily responsible for overseeing the risk management framework?

• AThe Statutory Audit Committee
• BThe Board Risk Management Committee
• CThe Nomination and Governance Committee
• DThe Remuneration Committee

What is the primary role of a Chief Risk Officer (CRO) in an organization's ERM governance structure?

• ATo make all decisions regarding risk acceptance or avoidance on behalf of the board.
• BTo design, implement, and coordinate the risk management framework while advising managem…
• CTo audit the financial statements and report findings to the external auditors.
• DTo personally insure all liabilities of the company.