ICSAN Professional Programme II - Corporate Secretaryship and Board Dynamics (Nigeria)

Under Section 332 of the Companies and Allied Matters Act (CAMA) 2020, which of the following is NOT a qualification for appointment 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 in Nigeria with at least 3 years post-call experience
• CA member of the Institute of Chartered Accountants of Nigeria (ICAN) or Association of Na…
• DA person who has held the office of a company secretary of a public company for at least…

Section 333 of CAMA 2020 prescribes the procedure for the removal of a Company Secretary of a public company. What notice period must the Board give a secretary who does not resign, before removal?

• AA notice of at least 7 days of the intention to remove him
• BA notice of at least 14 days of the intention to remove him
• CA notice of at least 21 days of the intention to remove him
• DNo notice is required; the secretary serves at the pleasure of the Board

Under CAMA 2020, which type of company is exempted from the mandatory requirement to appoint a Company Secretary?

• AA company limited by guarantee
• BA public limited liability company
• CA small company as defined under Section 394 of the Act
• DA private limited company with foreign shareholding

Which of the following represents the dual capacity prohibition under Section 334 of CAMA 2020?

• AA person cannot be a secretary of both a parent company and its subsidiary
• BA director cannot also be appointed as the secretary of a private company
• CA provision requiring an act to be done by a director and the secretary is not satisfied…
• DA secretary cannot be a shareholder or creditor of the same company

According to CAMA 2020 Section 335, which of the following is a statutory duty of the Company Secretary?

• ANegotiating commercial contracts and business acquisitions on behalf of the company
• BRepresenting the company in court as lead counsel in commercial litigation
• CEnsuring that the company complies with applicable rules, regulations, and codes of corpo…
• DApproving the annual budget and capital expenditure limits of the company

Under the Nigerian Code of Corporate Governance (NCCG) 2018, the Company Secretary should have a primary reporting line to which of the following?

• AThe Managing Director / Chief Executive Officer (MD/CEO)
• BThe Board of Directors through the Chairman
• CThe Chairman of the Audit Committee
• DThe External Auditor

Which of the following processes is the Company Secretary expected to coordinate for new directors under NCCG 2018 recommendations?

• AThe negotiation of the directors' consultancy fees and salaries
• BThe independent background verification of their asset declarations
• CThe induction and onboarding program, as well as ongoing professional development
• DThe evaluation of their personal credit reports and tax returns

Within how many days must a company file a notice of change or appointment of a Company Secretary with the Corporate Affairs Commission (CAC) in Nigeria?

• A7 days
• B14 days
• C30 days
• D45 days

Which of the following registers is the Company Secretary NOT legally required to maintain under the provisions of CAMA 2020?

• ARegister of Members (Shareholders)
• BRegister of Directors and Secretaries
• CRegister of Competitors' Financial Benchmarks
• DRegister of Charges

How many days' notice in writing must be given for a Board of Directors' meeting under Section 266(1) of CAMA 2020, unless the articles specify otherwise?

• AAt least 7 days
• BAt least 14 days
• CAt least 21 days
• DAt least 30 days

According to Principles 8 and 14 of NCCG 2018, who is responsible for conducting the formal performance evaluation of the Company Secretary?

• AThe Head of Human Resources
• BThe Managing Director / CEO alone
• CThe Board of Directors, usually through the Chairman
• DThe Corporate Affairs Commission (CAC)

In the landmark Nigerian case of Panorama Metal Works v. Fidelis (and aligned statutory reforms), the Company Secretary is recognized as which of the following?

• AA mere administrative clerk with no power to bind the company
• BAn officer of the company with authority to sign contracts on behalf of the company as if…
• CAn officer of the company with authority to enter into contracts on behalf of the company…
• DAn agent of the shareholders whose primary duty is to police the Board

Under CAMA 2020, if the Board fails to appoint a Company Secretary in a public company, who is primarily liable to pay fines for this regulatory infraction?

• AThe shareholders of the company
• BThe company and every director of the company who is in default
• CThe Corporate Affairs Commission (CAC) registrar
• DThe external auditors

A director wishes to inspect the minutes of Board committee meetings of which they are not a member. What is the correct advice the Company Secretary should give?

• ADirectors have no right to inspect minutes of committees they are not appointed to
• BDirectors have a common law and statutory right to access all board and committee records…
• CDirectors can only access committee minutes if they get approval from the MD/CEO
• DCommittee minutes are confidential even to the Board and can only be accessed with a cour…

According to the CAMA 2020, who has the power to summon a meeting of the directors?

• AOnly the Chairman of the Board
• BOnly the Managing Director / CEO
• CA director may, and the secretary on the requisition of a director shall, summon a meetin…
• DA group of shareholders holding at least 10% of the voting shares

Which of the following best describes the role of the Company Secretary in the management of the common seal under CAMA 2020?

• AThe secretary has no role; the seal must be kept in a bank vault at all times
• BThe secretary is responsible for its custody, and it must be affixed in the presence of a…
• CThe secretary can affix the seal unilaterally to any contract without board approval
• DThe seal is obsolete under CAMA 2020 and cannot be used

Which statutory role does the Company Secretary play during the Annual General Meeting (AGM) of a public company in Nigeria?

• APresiding over the meeting as Chairman if the Board Chairman is absent
• BVoting on behalf of all absent shareholders by default
• CReading the notice convening the meeting and confirming the presence of a quorum
• DPresenting the Audited Financial Statements and answering questions on financial performa…

A director has declared a conflict of interest in a contract under discussion by the Board. What is the Company Secretary's responsibility in recording this event?

• AOmit the disclosure from the minutes to protect the director's privacy
• BRecord the disclosure in the minutes, noting the nature of the interest and whether the d…
• CReport the director immediately to the Corporate Affairs Commission (CAC) for legal prose…
• DCancel the board meeting immediately until a court rules on the conflict

Under the Investments and Securities Act (ISA) 2007 and SEC rules in Nigeria, what is the Company Secretary's role regarding closed periods?

• AEnsuring that the physical offices are locked during holidays
• BNotifying directors, staff, and other insiders of the periods during which they cannot tr…
• CBlocking shareholders from selling their shares if the market price drops
• DKeeping the company's financial statements confidential from the SEC

Who is responsible for the appointment of a Company Secretary in a public company under the provisions of CAMA 2020?

• AThe shareholders at the Annual General Meeting by ordinary resolution
• BThe Board of Directors by resolution
• CThe Managing Director / CEO unilaterally
• DThe Corporate Affairs Commission (CAC)

Section 307(1) of CAMA 2020 places a statutory limit on the number of public company directorships a person can hold concurrently. What is this limit?

• AA maximum of 3 public companies
• BA maximum of 5 public companies
• CA maximum of 7 public companies
• DThere is no statutory limit, but codes of corporate governance recommend no more than 3

Under Principle 7 of the Nigerian Code of Corporate Governance (NCCG) 2018, what is the maximum percentage of paid-up share capital an Independent Non-Executive Director (INED) can hold in a company?

• ANot more than 0.01%
• BNot more than 0.1%
• CNot more than 1.0%
• DNot more than 5.0%

CAMA 2020 introduces a strict prohibition on the separation of roles in public companies. Which section prohibits the same person from holding the offices of Chairman and Managing Director/CEO?

• ASection 265(6)
• BSection 330(1)
• CSection 307(1)
• DSection 334

According to Principle 7 of NCCG 2018, what is the maximum recommended tenure for an Independent Non-Executive Director (INED) on a board?

• AA maximum of 5 years in total
• BA maximum of 9 years, typically broken into 3 terms of 3 years each
• CA maximum of 12 years, broken into 4 terms of 3 years each
• DThere is no recommended limit, provided the general meeting re-elects them annually

Which of the following is a statutory disqualification for being appointed as a director of a company under Section 283 of CAMA 2020?

• AA person who is over 70 years of age
• BA person who is not a national of Nigeria
• CAn undischarged bankrupt or a person convicted of an offense involving fraud
• DA person who does not hold shares in the company

NCCG 2018 recommends that the board should conduct a formal and rigorous annual performance evaluation of itself, its committees, and individual directors. How often should this evaluation be facilitated by an independent external consultant?

• AEvery year
• BAt least once every 2 years
• CAt least once every 3 years
• DOnly when requested by the SEC or CBN

Under Section 270 of CAMA 2020, what is a 'shadow director'?

• AA director appointed to act in the absence of a substantive director
• BA director who is not physically present but attends meetings virtually
• CA person in accordance with whose directions or instructions the directors of the company…
• DAn executive director who has been suspended by the Board

Which of the following bodies is responsible for nominating candidates for appointment to the Board under NCCG 2018 guidelines?

• AThe Executive Management Team
• BThe Board committee responsible for nomination and governance
• CThe Corporate Affairs Commission (CAC)
• DThe Trade Unions representing the company's workers

What is the legal position regarding the appointment of an alternate director under Section 281 of CAMA 2020?

• AAn alternate director is a mere agent of the appointing director and owes no personal dut…
• BAn alternate director is subject to the duties and liabilities of a director, and their a…
• CAny shareholder can act as an alternate director without board approval
• DAlternate directors are illegal under CAMA 2020

Section 305 of CAMA 2020 outlines the fiduciary duties of directors. To whom do the directors primarily owe their fiduciary duties?

• ATo the majority shareholder who appointed them
• BTo the company as a whole
• CTo the creditors of the company
• DTo the general public and the environment

Under Section 308 of CAMA 2020, what is the standard of care and skill expected of a director in Nigeria?

• AThe subjective standard of what the director actually knows, regardless of what a reasona…
• BThe standard of care that would be exercised by a reasonable person having both the gener…
• CA strict liability standard under which a director is liable for any loss the company suf…
• DNo standard is defined; directors are immune from liability for negligence under the busi…

Which of the following is recommended by the NCCG 2018 regarding the gender diversity of a board?

• AThe board must have an equal 50/50 split of male and female directors
• BThe board should achieve gender diversity and establish measurable objectives for promoti…
• CThe board must have at least one female Executive Director and one female Non-Executive D…
• DGender diversity is a management concern and should not be a board-level issue

What notice must be given to shareholders when a person over the age of 70 is proposed for appointment as a director of a public company under Section 278 of CAMA 2020?

• ANo special notice is required; it is an internal board matter
• BSpecial notice must be given to the company of the resolution, and the company must state…
• CThe company must obtain a certificate of medical fitness from a government hospital and a…
• DA public announcement must be published in three national newspapers at least 14 days bef…

Under modern corporate governance principles, what is the primary role of Non-Executive Directors (NEDs)?

• ATo manage the daily operations and run the business units of the company
• BTo provide constructive challenge, strategic guidance, and independent oversight of manag…
• CTo lobby government agencies on behalf of the company's projects
• DTo replace the internal auditors in checking the company's ledger accounts

What is the consequence under Section 283 of CAMA 2020 if an appointed director becomes of unsound mind?

• AThe director can continue to act through a power of attorney
• BThe office of the director is automatically vacated
• CThe director is suspended until the next AGM where shareholders vote on their sanity
• DThe Board must appoint a guardian to attend board meetings on the director's behalf

According to the NCCG 2018, who should lead the board's annual performance evaluation process?

• AThe Managing Director / CEO
• BThe Chairman of the Board, with the assistance of the Company Secretary
• CThe Head of Internal Audit
• DThe Chairman of the Audit Committee

Which Board committee is typically responsible for reviewing and making recommendations on the remuneration of Executive Directors under the NCCG 2018?

• AThe Statutory Audit Committee
• BThe Remuneration Committee (or equivalent committee responsible for board compensation)
• CThe Finance and General Purposes Committee
• DThe Risk Management Committee

Under CAMA 2020, what is the legal position of a director who enters into a transaction that conflicts with the interests of the company without disclosing it?

• AThe transaction is valid and cannot be set aside by the company
• BThe director is personally liable to account to the company for any profit made, and the…
• CThe director is automatically sentenced to prison without trial
• DThe company's shares are suspended from trading

Which of the following is recommended by the NCCG 2018 regarding succession planning for the Board?

• ASuccession planning is only required for the MD/CEO position
• BThe board should ensure that a formal, structured, and active succession plan exists for…
• CSuccession plans should be kept secret from all board members to avoid political rivalry
• DThe board should delegate succession planning entirely to an external recruitment agency

What is the minimum number of directors required for a public company under the provisions of CAMA 2020?

• AAt least 1 director
• BAt least 2 directors
• CAt least 3 directors
• DAt least 5 directors

Under Section 404(3) of CAMA 2020, what is the statutory composition of the Statutory Audit Committee (SAC) of a public company in Nigeria?

• ASix members, comprising three directors and three shareholders
• BFive members, comprising three representatives of the shareholders and two non-executive…
• CThree members, comprising two independent directors and one shareholder
• DFour members, comprising two executive directors and two non-executive directors

According to Section 404(5) of CAMA 2020, what are the financial qualification requirements for members of the Statutory Audit Committee?

• AAll members must be Chartered Accountants
• BOnly the Chairman of the committee must be a Chartered Accountant
• CAll members must be financially literate, and at least one member must be a member of a p…
• DThere are no specific financial qualifications; any shareholder is eligible

Under Nigerian corporate law and codes, how is the Chairman of the Statutory Audit Committee selected?

• AAppointed by the Board Chairman from among the non-executive directors
• BElected by the members of the audit committee from among the shareholder representatives…
• CThe Managing Director/CEO serves as Chairman by default
• DAppointed by the shareholders at the AGM by ordinary resolution

Which of the following describes the difference between the Statutory Audit Committee (SAC) and a Board Audit Committee (BAC) in Nigeria?

• AThere is no difference; they are different names for the same committee
• BThe SAC is a statutory joint committee of shareholders and directors required by CAMA, wh…
• CThe SAC is appointed by the SEC, while the BAC is appointed by the CAC
• DThe SAC manages internal operations, while the BAC deals only with external public relati…

According to Principle 11 of the NCCG 2018, which of the following committees is NOT recommended to be chaired by an Independent Non-Executive Director (INED)?

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

Which of the following is a primary responsibility of the Board Nomination and Governance Committee under NCCG 2018?

• AApproving the company's quarterly tax filings
• BDetermining the investment portfolio asset allocation
• CDeveloping board member selection criteria and evaluating the balance of board skills and…
• DLiaising with the external auditor to verify the balance sheet

Under Principle 11.5 of NCCG 2018, who should be the members of the Board committee responsible for determining executive director remuneration?

• AOnly Executive Directors to ensure they understand management's needs
• BExclusively Non-Executive Directors, a majority of whom should be Independent Non-Executi…
• CThe Managing Director/CEO and the Head of HR
• DEqual representation of shareholders, directors, and employee union representatives