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CORPORATE GOVERNANCE, FRIEND OR FOE OF THE SUCCESSFUL BUSINESS: The In-house Counsel s Perspective

2. In-House Counsel of a Public quoted Bank . Summary of functions Ensuring that applicable rules, procedures and regulations for the conduct of affairs of the board are complied with.Provides a central source of guidance and advice to the Board or the Company on matters of ethics a

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CORPORATE GOVERNANCE, FRIEND OR FOE OF THE SUCCESSFUL BUSINESS: The In-house Counsel s Perspective

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    1. 1 CORPORATE GOVERNANCE, FRIEND OR FOE OF THE SUCCESSFUL BUSINESS: The In-house Counsel’s Perspective

    2. 2 In-House Counsel of a Public quoted Bank Summary of functions Ensuring that applicable rules, procedures and regulations for the conduct of affairs of the board are complied with. Provides a central source of guidance and advice to the Board or the Company on matters of ethics and good governance. Provides Legal Advice to the Bank/Group to ensure bank’s interest is protected in all transactions. Ensures compliance with regulations and legislation

    3. 3 CENTRAL BANK OF NIGERIA (CBN) Special Examination of Nigerian Banks 2009 Majority of the banks in Nigeria are publicly quoted on the Nigerian Stock Exchange (NSE) Regulated by Nigeria Securities and Exchange Commission (SEC) Core regulatory body – Central bank of Nigeria (CBN) Banks must comply with the SEC and CBN codes of Corporate Governance Special Examination of the Banks Grants of unsecured credit to related parties Excessive expense profile Profit restatement –losses of up to $2billion Outcome of examination 8 Banks had their Managing Directors and Executive Directors removed and criminal proceedings.

    4. 4 Encourages buy-in of the Board for Corporate Governance Ensures that there are checks and balances in the power structure Defines the roles and responsibilities of the Board Management and Shareholders Ensures transparency in the decision making process and relationship with external parties. Emphasises need for impartiality Takes due cognisance of public perception.

    5. 5 CHALLENGES OF THE IN-HOUSE COUNSEL “Off the Cuff” Opinions Continuous Education A Very Delicate Role: - In-house counsel is part of management but at the same time often finds herself walking the fine line between management/Board interests.

    6. 6 CORPORATE GOVERNANCE- FRIEND OR FOE Corporate Governance is a powerful tool in building a successful business. More apparent in countries not renown for good corporate governance practices and where reliability of data is suspect. The transparency exhibited by companies with good corporate governance practices give international investors confidence in the integrity of the companies’ information and as such make them more likely to invest in these companies.

    7. 7 THANK YOU

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