DIVISION OF POWERS BETWEEN THE BOARD OF DIRECTORS AND THE GENERAL MEETING IN A COMPANY, EFFICIENCY, CHALLENGES AND THE WAY FORWARD

Abstract

In an ideal Company Law regulation, practices, functions, duties of Directors and the
General meeting are clearly defined. Both the Memorandum and Articles of Association
clearly spelt out these responsibilities. The Companies and Allied Matters Act, 1990 acts as
a regulatory instrument in ensuring that these responsibilities are carried out within the
instrumentality and confines of the law. Put differently, the purport of all these legal
instruments is to avoid role conflict and at the same time ensures that the operations and
activities of a Company is smooth and would not grind to a halt. However, is lifting the veil,
it becomes obvious that the Company operates through natural persons as opposed to its
artificial corporate personality status, which was established for the sake of convenience. In
this paper, the role of these various organs and machinery of company administration was
examined with the aim of ensuring that the efficiency in management is maintained. It also
looked at the challenges that are embedded in the activities of these organs of company’s
administration which in some instances cannot be said to represent the directing will of the
Company. Finally, the paper made some useful suggestions on the way forward so as to
achieve a better and more efficient operational efficiency of a Company.