244.    (1)         Directors of a company registered under this Decree are persons duly appointed by the company or direct and manage the business of the company.

  (2)          In favour of any person dealing with the company there shall be a rebuttable presumption that all persons who are described by the company as directors, whether as executive or otherwise, have been duly appointed.

  (3)          Where a person not duly appointed acts or holds himself out as a director, he shall be guilty of an offence, and on conviction shall be liable to imprisonment for 2 years or to a fine of N100 for each day he so acts or holds out himself as a director, or to both such imprisonment or fine and shall be restrained by the company.

  (4)          If it is the company that holds him out as a director, it shall be liable to a fine of N1,000 each day it holds him out, and he and the company may be restrained by any member from so acting unless or until he is duly appointed.

245.   (1)         Without prejudice to the provisions of sections 244 and 250, and for the purposes of sections 253, 275 and 281 of this Decree, "director" shall include any person on whose instructions and directions the directors are accustomed to act.

  (2)          Subject to sections 275, 280 and 281 of this Decree, nothing contained in section 250 of this Decree shall be deemed to derogate from the duties or liabilities of the duly appointed directors.

  (3)          For the avoidance of doubt, the fact that a person in his professional capacity gives advice and a director acts on it shall not be constructed to make such a person under this Decree person in accordance with whose directions or instructions the director of a company is accustomed to act.

Appointment of Directors

246.    (1)         Every company registered on or after the commencement of this Decree shall have at least two directors and every company registered before that date shall before the expiration of 6 months from the commencement of this Decree have at least tow directors. (2) Any company whose number of directors falls below two, shall within one months of its so falling appoint new directors and shall not carry on business after the expiration of one month, unless such new directors are appointed.

  (3)          A director or member of a company who knows that a company carries on business after the number of directors has fallen below two for more than 60 days shall be liable for all liabilities and debts incurred by the company during that period when the company so carried on business.

247.          Subject to section 246 of this Decree, the number of directors and the names of the first directors shall be determined in writing by the subscribers of the memorandum of association or a majority of them or the directors may be named in the articles.

248.    (1)         The members at the annual general meeting shall have power to re-elect or reject directors and appoint new ones.

  (2)          In the event of all the directors and shareholders dying, any of the personal representatives shall be able to apply to the Court for an order to convene a meeting of all the personal representatives of the shareholders entitled to attend and vote at a general meeting to appoint new directors to manage the company, and if they fail to convene a meeting, the creditors, if any shall be able to do so.

249.    (1)         The board of directors shall have power to appoint new directors to fill any casual vacancy arising out of death, resignation, retirement or removal.

  (2)          Where a casual vacancy is filled by the directors, the person may be approved by the general meeting at the next annual general meeting, and if not so approved, he shall forthwith cease to be a director.

  (3)          The directors may increase the number of directors so long as it does not exceed the maximum allowed by the articles, but the general meeting shall have power to increase or reduce the number of directors generally and may determine in what rotation the directors shall retire:

Provided that such reduction shall not invalidate any prior act of the removed director.

250.         Where a person not duly appointed as a director acts as such on behalf of the company, his act shall not bind the company and he shall be personally liable for such action:

Provided that where it is the company which holds him out as director, the company shall be bound by his acts.

251.    (1)         The shareholding qualification for directors may be fixed by the articles of association of the company and unless and until so fixed no shareholding qualification shall be required.

  (2)          It shall be the duty of every director who is by the articles of the company required to hold a specified share qualification, and who is not already so qualified to obtain qualification within 2 months after his appointment.

  (3)          The office of director of a company shall be vacated if the director does not within 2 months from the date of his appointment, obtain his qualification or after the expiration of the said period, he ceases at any time to hold his shareholding qualification.

  (4)          A person vacating office under this section shall be incapable of being re-appointed director of the company until he has obtained his shareholding qualification.

  (5)          If after the expiration of the said period, any unqualified person acts as a director of the company, he shall be liable to a fine of N50 for every day between the expiration of the said period or the day on which he ceased to be qualified, as the case may be, and the last day on which it is proved that he acted as a director.

252.  (1)          Any person who is appointed or to his knowledge proposed to be appointed director of a public company and who is 70 or more years old shall disclose this fact to the members at the general meeting.

  (2)          Any person who fails to disclose his age as required under this section shall be guilty of an offence and liable to a fine of N500.

253.   (1)         If any person, being an insolvent person acts as director of or directly or indirectly takes part in or is concerned in the management of any company, he shall be guilty of an offence and liable on conviction to a fine of N500, or to imprisonment for a term not less than 6 months or more than two years, or both.

  (2)          In this section, "company" includes an unregistered company.

254.   (1)         Where-

(a)             a person is convicted by a High Court of any offence in connection with the promotion, formation or management of a company; or

(b)             in the course of winding up a company it appears that a person-

(i)             has been guilty of any offence for which he is liable (whether he has been convicted or not) under section 513 of this Decree; or

(ii)             has otherwise been guilty, while an officer of the company, of any fraud in relation to the company or of any breach of his duty to the company;

the Court shall make an order that that person shall not be a director of or in any way, whether directly or indirectly, be concerned or take part in the management of a company for a specified period not exceeding 10 years.

  (2)          In the foregoing subsection, the High Court had the court where used in relation to the making of an order against any person by virtue of paragraph (a) of subsection (1) of this section, include the court before which he is convicted, as well as any court having jurisdiction to wind up the company, and in relation to the granting of leave means any court having jurisdiction to wind up the company as respects which leave is sought.

  (3)          A person intending to apply for the making of an order under this section by the Court having jurisdiction to wind up a company shall give not less than 10 days notice of his intention to the person against whom the order is sought, and on the hearing of the application, the last mentioned person may appear and himself give evidence or all witnesses.

  (4)          An application for the making of an order under this section by the court having jurisdiction to wind up a company may be made by the official receiver, or by the liquidator of the company or by any person who is or has been a member or creditor of the company; and on the hearing of any application for an order under this section by the official receiver or the liquidator, or of any application for leave under this section by a person against whom an order has been made on the application of the official receiver or liquidator, the official receiver or liquidator shall appear and call the attention of the court to any matters which seemed to him to be relevant, and may himself give evidence or call witnesses.

  (5)          An order may be made by virtue of paragraph (b) (ii) of subsection (1) of this section, notwithstanding that the person concerned may be criminally liable in respect of the matters on the ground of which the order is to be made and for the purposes of the said paragraph (b) (ii) "officer" includes any person in accordance with whose directions or instructions the directors of the company have been accustomed to act.

  (6)          If any person acts in contravention of an order made under this section, he shall be guilty of an offence and in respect of each offence, be liable on conviction to a fine of N500 or to imprisonment for a term of not less than 6 months or more than two years, or both.

255.         A person may be appointed a director for life provided that he shall be removable under section 262 of this Decree.

256.         Subject to the provisions of this Decree, a person may be appointed a director of a public company notwithstanding that he is 70 years or more of age but special notice shall be required of any resolution appointing or approving the appointment of such a director for the purposes of this section, and the notice given to the company and by the company to its members shall state the age of the person to whom it relates.

257.  (1)         The following persons shall be disqualified from being director-

(a)             an infant, that is, a person under the age of 18 years;

(b)             a lunatic or person of unsound mind;

(c)             a person disqualified under sections 253 and 258 of this Decree;

(d)             a corporation other than its representative appointed t the board for a given term.

258.    (1)         The office of director shall be vacated if the director-

(a)             ceases to be a director by virtue of section 251 of this Decree; or

(b)             becomes bankrupt or makes any arrangement or composition with his creditors generally; or

(c)             becomes prohibited from being a director by reason of any order made under section 254 of this Decree; or

(d)             becomes of unsound mind; or

(e)             resigns his office by notice in writing to the company.

  (2)          Where a director presents himself for a re-election, a record of his attendance at the meetings of the board during the preceding one year shall be made available to members at the general meeting where he is to be re-elected.

259.   (1)         Unless the articles otherwise provided, at the first annual general meeting of the company, all the directors shall retire from office, and at the annual general meeting in every subsequent year one-third of the directors for the time being, or if their number is not three or a multiple of three, then the number nearest one-third shall retire from office.

  (2)          The directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who became directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

  (3)          The company at the meeting at which a director retires in the manner mentioned in subsections (1) (2) of this section, may fill the vacated office by electing a person to that office and in default the retiring director shall, if offering for re-election, be deemed to have been re-elected, unless at such meeting it is expressly resolved not to fill such vacated office or unless a resolution for the re-election of such director shall have been put to the meeting and lost.

  (4)         No person other than a director retiring at the meeting shall unless recommended by the directors, be eligible for election to the office of director at any general meeting unless not less than 3 nor more than 21 days before the date appointed for the meeting there shall have been left at the registered office or head office of the company notice in writing, signed by a member duly qualified to attend and vote at the meeting for which such notice is given, of his intention to propose such person for election, and also notice in writing signed by that person of his willingness to be elected.

260.         The acts of a director, manager, or secretary shall be valid notwithstanding any defect that may afterwards be discovered in his appointment or qualification.

261.   (1)         At a general meeting of a company other than a private company, a motion for the appointment of two or more persons as directors of the company by a single resolution shall not be made, unless resolution that it shall be so made has first been agreed to by the meeting without any vote being given against it.

  (2)          A resolution moved in contravention of this section shall be void, whether or not its being so moved was objected to at the time:

Provided that-

(a)             this subsection shall not be taken as excluding the operation of section 260 of this Decree; and

(b)             where a resolution so moved is passed, no provision for automatic re-appointment of retiring directors in default of another appointment shall apply.

  (3)          For the purposes of this section, a motion for approving a person's appointment or for nominating a person for appointment shall be treated as motion for his appointment.

  (4)          Nothing in this section shall apply to a resolution altering the company's articles.

Removal of Directors

262.   (1)         A company may be ordinary resolution remove a director before the expiration of his period of office, notwithstanding anything in its articles or in any agreement between it and him.

  (2)          A special notice shall be required of any resolution or remove a director under this section, or to appoint some other person instead of a director so removed, at the meeting at which he is removed, and on receipt of notice of an intended resolution to remove a director under this section, the company shall forthwith send a copy of it to the director concerned, and the director (whether or not he is a member of the company) shall be entitled to be heard on the resolution at the meeting.

  (3)          Where notice is given of an intended resolution or remove a director under this section and the director concerned makes with respect to it representations in writing to the company (not exceeding a reasonable length) and requests their notification to members of the company, the company shall, unless the representations are received by it too late for it to do so-

(a)             in any notice of the resolution given to members of the company state the fact of the representations having been made; and

(b)             send a copy of the representations to every member of the company to whom notice of the meeting is sent (whether before or after receipt of the representations by the company);

and if a copy of the representations is not sent as required in this section because it is received too late or because of the company's default, the director may (without prejudice to his right to be heard orally) require that the representations shall be read out at the meeting:

Provided that copies of the representations need not be sent out and the representations need not be read out at the meeting if, on the application either of the company or any other person who claims to be aggrieved, the court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter and the court may order the company's costs on an application under this section to be paid in whole or in part by the director, notwithstanding that he is not a party to the application.

  (4)          A vacancy created by the removal of a director under this section, if not filled at the meeting at which he is removed, may be filled as a casual vacancy.

  (5)          A person appointed director in place of a person removed under this section shall be treated, for the purpose of determining the time at which he or any other director is to retire, as if he had become director on the day on which the person in whose place he is appointed was last appointed a director.

  (6)          Nothing in this section shall be taken as depriving a person removed under it of compensation or damages payable to him in respect of the termination of his appointment as a director or of any appointment terminating with that as director, or as derogating from any power to remove a director which may exist apart from this section.

Proceedings of Directors

263.    (1)         The directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit:

Provided that the first meeting of the directors shall be held not later than 6 months after the incorporation of the company.

  (2)          Any question arising at any meeting shall be decided by a majority of votes, and in case of an equality of votes, the chairman shall have a second or casting vote.

  (3)          A director may, and the secretary on the requisition of a director shall, at any time summon a meeting of the directors.

  (4)          The directors may elect a chairman of their meetings and determine the period for which he is to hold office; but if no such chairman is elected or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the directors present may choose one of their number to be chairman of the meeting.

  (5)          The directors may delegate any of their powers to a managing directors or to committees consisting of such member or members of their body as they think fit and the managing director or any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be made by the directors.

  (6)          A committee may elect a chairman of its meeting; and if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.

  (7)          A committee may meet and adjourn as it thinks proper, and any questions arising shall be determined by a majority of votes of the members present, and in the case of equality of votes the chairman shall have a second or casting vote.

  (8)          A resolution in writing, signed by all the directors for the time being entitled to receive notice of a meeting of the directors, shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened and held.

  (9)          In all the directors' meetings, each director shall be entitled to one vote.

264.    (1)         Unless the articles otherwise provide, the quorum necessary for the transaction of the business of directors shall be 2 where there are not more than 6 directors, but where there are more than 6 directors, the quorum shall be one third of the number of directors, and where the number of directors is not a multiple of three, then the quorum shall be one-third to the nearest number.

  (2)          Where a committee of directors is appointed by the board of directors, the board shall fix its quorum, but where no quorum is fixed, the whole committed shall meet and act by a majority.

265.        Where the board is unable to act because a quorum cannot be formed, the general meeting may act in place of the board and where a committee in unable to act because a quorum cannot be formed, the board may act in place of the committee.

266.   (1)         Every director shall be entitled to receive notice of the directors' meetings, unless he is disqualified by any reason under the Decree from continuing with the office of director.

  (2)          There shall be given 14 days notice in writing to all directors entitled to receive notice unless otherwise provided in the articles.

  (3)          Failure to give notice in accordance with subsection (2) of this section shall invalidate the meeting.

  (4)          Unless the articles otherwise provide, it shall not be necessary to give notice of a meeting of directors to any director for the time being absent from Nigeria, provided that if he has given an address in Nigeria, the notice shall be sent to such an address.

Remuneration and other payments

267.   (1)          The remuneration of the directors shall from time to time be determined by the company in general meeting and such remuneration shall be deemed to accrue from day to day.

   (2)          The directors may also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the directors or any committee of the directors or general meetings of the company or in connection with the business of the company.

  (3)          Where remuneration has been fixed by the articles, it shall be alterable only by a special resolution.

  (4)          A company shall not be bound to pay remuneration to directors, but where the company agrees to pay, the directors shall be paid such remuneration out of the fund of the company.

  (5)          The amount of remuneration shall be a debt from the company so that if directors take office on the basis of the articles, they shall be able to sue the company on account of the debt or prove it in the liquidation.

  (6)          A director who receives more money than he is entitled to, shall be guilty of misfeasance and shall be accountable to the company for such money.

  (7)          The remunerations of directors shall be apportionable .

268.   (1)         A managing director shall receive such remuneration (whether by way of salary, commission or participation in profits, or partly in one way and partly in another) as the directors may determine.

  (2)          Where a managing director is removed for any reason whatsoever under section 262 of this Decree, he shall have a claim for breach of contract if there is any or where a contract could be inferred from the terms of the articles.

  (3)          Where he performs some services without a contract, he shall be entitled to payment on a quantum meriut

269.    (1)         It shall not be lawful for a company to pay a director remuneration (whether as director or otherwise) free of income tax, or otherwise calculated by reference to or varying with the amount of his income tax, or at or with the rate or standard rate of income tax, except under a contract which was in force at the commencement of this Act, and provides expressly, and not by reference to the articles, for payment or remuneration as aforesaid.

  (2)          Any such provision contained in a company's articles or in any contract other than such a contract as mentioned in subsection (1) of this section or in any resolution of a company or the resolution of a company's directors for payment to a director of remuneration as mentioned in subsection (1) of this section, shall have effect as if it provided for payment, as a gross sum subject to income tax, of the net sum for which it actually provides.

  (3)          This section shall not apply to remuneration due before this Act comes into force or in respect of a period before it comes into force.

270. (1)          It shall not be lawful for a company to make a loan to any person who is its director or a director of its holding company, or to enter into any guarantee or provide any security in connection with a loan made to such a person as earlier mentioned by any other person:

Provided that nothing in this section shall apply -

(a)             subject to subsection (2) of this section, to anything done to provide any such person as mentioned in this subsection with funds to meet expenditure incurred or to be incurred by him for the purposes of the company or for the purpose of enabling him properly to perform his duties as an officer of the company; or

(b)             in the case of a company whose ordinary business includes the lending of money or the giving of guarantees in connection with loans made by other persons, to anything done by the company in the ordinary course of that business.

  (2)           Proviso (a) to subsection (1) of this section shall not authorise the making of any loan, or the entering into any guarantee, or the provision of any security except

(a)             with the prior approval of the company given at a general meeting at which the purposes of the expenditure and the amount of the loan or the extent of the guarantee or security, as the case may be, are disclosed; or

(b)             on condition that, if the approval of the company is not given as in subsection (1) of this section at or before the next following annual general meeting, the loan shall be repaid or the liability under the guarantee or security shall be discharged, as the case may be, within six months from the conclusion of that meeting.

  (3)          Where the approval of the company is not given as required by any such condition, the directors authorising the making of the loan, or the entering into the guarantee, or the provision of the security, shall be jointly and severally liable to indemnify the company against any loss arising therefrom.

271.         It shall not be lawful for a company to make to any director of the company, any payment by way of compensation for loss of office, or as consideration for or in connection with his retirement from office, unless particulars with respect to the proposed payment and the amount have been disclosed to members of the company and the proposal is approved by the company.

272.    (1)         If in connection with the transfer of the whole or any part of the undertaking or property of a company, it is proposed to make any payment to a director of the company by way of compensation for loss of office, or as consideration for or in connection with his retirement from office, the payment shall be unlawful unless particulars with respect to the proposal and the amount, have been disclosed to members of the company and the proposal is approved by the company.

  (2)          Where a payment declared by this section to be illegal is made to a director of a company, the amount received shall be deemed to have been received by him in trust for the company.

273.    (1)         Where, in connection with the transfer to any persons of all or any of the shares in a company, being a transfer resulting from -

(a)             an offer made to the general body of shareholders;

(b)             an offer made by or on behalf of some other body corporate with a view to the company becoming its subsidiary or a subsidiary of its holding company;

(c)             an offer made by or on behalf of an individual with a view to his obtaining the right to exercise or control the exercise of not less than one third of the voting power at any general meeting of the company; or

(d)             any other offer which is conditional on acceptance to a given extent that payment is to be made to a director of the company by way of compensation for loss of office, or as consideration for or in connection with his retirement from office,

it shall be the duty of that director to do all things reasonably necessary to secure that particulars with respect to the proposed payment and the amount, are included in or sent with any notice of the offer made for their shares which is given to any shareholders.

  (2)          If -

(a)             any such director fails to do all things reasonably necessary as mentioned in this section; or

(b)             any person who has been properly required by any such director to include the said particulars in or send them with any such notice as aforesaid fails so to do;

he shall be guilty of an offence and liable to a fine of N 20.

  (3)          If

(a)             the requirements of subsection (1) of this section are not complied with in relation to any such payments as are mentioned there; or

(b)             the making of the proposed payment is not, before the transfer of any shares in pursuance of the offer, approved by a meeting summoned for the purpose of the holders of the shares to which the offer relates and of other holders of shares of the same class as any of the said shares;

any sum received by the director on account of the payment shall be deemed to have been received by him in trust for any person who has sold his shares as a result of the offer made, and the expenses incurred by him in distributing that sum amongst those persons shall be borne by him and not retained out of that sum.

  (4)          Where the shareholders referred to in subsection (3)(b) of this section are not all the members of the company and no provision is made by the articles for summoning or regulating such a meeting as is mentioned in that paragraph, the provisions of this Act and of the company's articles relating to general meetings of the company shall, for that purpose, apply to the meeting either without modification or with such modifications as the Commission on the application of any person concerned may direct for the purpose of adapting them to the circumstances of the meeting.

  (5)          If at a meeting summoned for the purpose of approving any payment as required by paragraph (b) of subsection (3) of this section, a quorum is not present and, after the meeting has been adjourned to a later date, a quorum is again not present, the payment shall, for the purposes of that subsection be deemed to have been approved.

274.     (1)         Where in proceedings for the recovery of any payment which has been received by any person in trust by virtue of subsections (I) and (2) of subsection 272 or subsections (I) and (3) of section 273 of this Act, it is shown that -

(a)             the payment was made in pursuance of any arrangement entered into as part of the agreement for the transfer in question, or within one year but before two years after that agreement or the offer leading thereto; and

(b)             the company or any person to whom the transfer was made was privy to that arrangement;

the payment shall be deemed, except in so far as the contrary is shown, to be one to which the subsections apply.

  (2)          If in connection with any such transfer as is mentioned in sections 272 and 273 of this Act -

(a)             the price to be paid to a director of the company whose office is to be abolished or who is to retire from office for any shares in the company held by him is in excess of the price obtainable at the time by other holders of the like shares; or

(b)             any valuable consideration is given to any such director;

the excess or the money value of the consideration, as the case may be, shall, for the purposes of that section, be deemed to have been a payment made to him by way of compensation for loss of office, or as consideration for or in connection with his retirement from office.

  (3)          It is hereby declared that references in sections 271 to 273 of this Act to payments made to any director of a company by way of compensation for loss of office, or as consideration for or in connection with his retirement from office shall not include any bona <do payment by way of damages for breach of contract or by way of pension in respect of past services, and for the purposes of this subsection, "pension" includes any superannuation allowance, superannuation gratuity or similar payment.

  (4)          Nothing in section 272 or 273 of this Act shall be taken to prejudice the operation of any rule of law requiring disclosure to be made with respect to any such payments as are mentioned there, or with respect to any other like payments made, or to be made. to the directors of a company.

Disclosure of directors' interests

275.    (1)         Every company shall keep a register showing as respects each director of the company (not being its holding shareholding company) the number, description and amount of any shares etc in or debentures of the company or any other body corporate, being the company's subsidiary or holding company, or a subsidiary of the company's holding company, which are had by or in trust for him or of which he has any right to become the holder (whether on payment or not):

Provided that the register need not include shares in any body corporate which is the wholly-owned subsidiary of another body corporate, and for this purpose, a body corporate shall be deemed to be the wholly-owned subsidiary of another if it has no members but that other and that other's wholly-owned subsidiaries and its or their nominees.

  (2)          Where any shares or debentures fall to be or cease to be recorded in the said register in relation to any director by reason of a transaction entered into after the commencement of this Act and while he is a director, the register shall also show the date ofl and price or other consideration for the transaction;

Provided that where there is an interval between the agreement for any such transaction and the completion thereof, the date shall be that of the agreement.

  (3)          The nature and extent of a director's interest or right in or over any shares or debentures recorded in relation to him in the said register shall, if he so requires, be indicated in the register.

 (4)          The company shall not by virtue of anything done for the purposes of this section, be affected with notice of, or put upon inquiry as to the rights of any person in relation to any shares or debentures.

 (5)          The said register shall, subject to the provisions of this section be kept at the company's registered or head office and shall be open to inspection during business hours (subject to such reasonable restrictions as the company may by its articles or in general meeting impose, so that not less than two hours in each day be allowed for inspection) as follows -

(a)             during the period beginning fourteen days before the date of the company's annual general meeting and ending three days after the date of its conclusion, it shall be open to the inspection of any member or holder of debentures of the company; and

(b)             during that or any other period, it shall be open to the inspection of any person acting on behalf of the Commission.

  (6)          In computing the fourteen days and the three days mentioned in subsection (5) of this section, any day which is a Saturday or Sunday or a public holiday shall be disregarded.

  (7)          Without prejudice to the rights conferred by subsection (5) of this section, the Commission may, at any time, request for the production to it of a copy of the register, or any part thereof.

  (8)          The register shall also be produced at the commencement of the company's annual general meeting and remain open and accessible during the continuance of the meeting to any person attending the meeting.

  (9)          If default is made in complying with subsection (1) or (2) of this section, or if any inspection required under this section is refused, or any copy required thereunder is not sent within a reasonable time, the company and every officer of the company who is in default shall be guilty of an offence and liable to a fine of N 500, and if default is made in complying with subsection (8) of this section, the company and every officer of the company who is in default shall be liable to a fine of N50.

 (10)          If any inspection required under this section is refused, the court may, by order, compel an immediate inspection of the register.

 (11)          For the purposes of this section-

(a)             any person in accordance with whose directions or instructions, the directors of a company are accustomed to act shall be deemed to be a director of the company; and

(b)             a director of a company shall be deemed to hold or to have any interest or right in or over, any shares or debentures if a permanent representative of the body corporate other than the company holds them or has that interest or right in or over them, and either-

(i)             that permanent representative is accustomed to act in accordance with his directions or instructions; or

(ii)             he is entitled to exercise or control the exercise of one-third or more of the voting power at any general meeting of that body corporate.

276.    (1)         It shall be the duty of any director of a company notice to the company of such matters relating to as may be necessary for the purposes of sections 275 and 277 of this Act except so far as it relates to loans made by the company or by any other person under a guarantee from or on a security provided by the company, to an officer thereof.

  (2)          Any such notice given for the purposes of section 275 of this Act, shall be in writing and if it is not given at a meeting of the directors, the director giving it shall do all things reasonably necessary to secure that it is brought up and read at the next meeting of directors after it is given.

  (3)          Subsection (1) of this section shall, to the extent to which it applies in relation to directors, apply to the like extent for

(a)             the purposes of section 277 of this Act in relation to officers other than directors;

(b)             the purposes of sections 276 and 277 of this Act in relation to persons who are or have at any time during the preceding five years been officers of the company.

  (4)          Any person who makes default in complying with the foregoing provisions of this section shall be guilty of an offence and liable to a fine of N50.

277.    (1)         Subject to the provisions of this section, it shall be the duty of a director of a company who is in any way whether directly or indirectly, interested in a contract or proposed contract with the company to declare the nature of his interest at a meeting of the directors of the company.

  (2)          In the case of a proposed contract, the declaration required by this section to be made by a director shall be made at the meeting of the directors at which the question of entering into the contract is first taken into consideration or if the director was not at the date of that meeting interested in the proposed contract, at the next meeting of the directors held after he became so interested, and in a case where the director becomes interested in a contract after it is made, the said declaration shall be made at the first meeting of the directors held after he becomes so interested.

  (3)          For the purpose of this section, a general notice given to the directors of a company by a director to the effect that he is a member of a specified company or firm and is to be regarded as interested in any contract which may, after the date of the notice, be made with that company or firm, shall be deemed to be a sufficient declaration of interest in relation to any contract so made:

Provided that any such notice shall not have effect, unless it is given at a meeting of the directors or the director does all things reasonably necessary to secure that it is brought up and read at the next meeting of the directors after it is given.

  (4)          Any director who fails to comply with the provisions of this section shall be guilty of an offence and liable to a fine of N100.

  (5)          Nothing in this section shall be taken to prejudice the operation of any rule of law restricting directors of a company from having any interest in contracts with the company.

278.    (1)         Every company to which this section applies shall, in all trade catalogues, trade circulars, showcards and business letters on or in which the company's name appears and which are issued or sent by the company to any person in Nigeria state in legible characters with respect to every director the following particulars

(a)             his present forename, or the initials thereof, and present surname;

(b)             any former forenames and surnames;

(c)             his nationality, if not a Nigerian:

Provided that, if special circumstances exist which the Commission is of opinion render it expedient that such an exemption should be granted, the Commission may, subject to such conditions as it may prescribe by notice published in the Gazette, exempt a company from the obligations imposed by this subsection.

  (2)          This section shall apply to every company incorporated under this Act, or any enactment repealed by it.

  (3)          If a company makes default in complying with this section every officer of the company who is in default shall be guilty of an offence and liable on conviction for each offence to a fine of N50:

Provided that no proceedings shall be instituted under this section except by, or with the consent O{ the Attorney-General of the Federation.

  (4)          For the purposes of this section -

(a)             "initials" includes a recognised abbreviation of a forename;

(b)             references to a former forename or surname in the case of a married woman do not include the name or surname by which she was known previous to the marriage; and

(c)             "showcards" means cards containing or exhibiting articles dealt with, or samples or representations thereof.

Duties of Directors

279.   (1)         A director of a company stands in a fiduciary directors. relationship towards the company and shall observe the utmost good faith towards the company in any transaction with it or on its behalf.

   (2)          A director shall also owe fiduciary relationship with the company in the following circumstances-

(a)            where a director is acting as agent of a particular shareholder;

(b)            where even shareholder, dealing with though he is not an agent of any such a shareholder or other person is the company's securities.

   (3)          A director shall act at all times in what he 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 such manner as a faithful, diligent, careful and ordinarily skilful director would act in the circumstances.

  (4)          The matters to which the director of a company is to have regard in the performance of his functions include the interest of the company's employees in general, as well as the interests of its members.

  (5)          A director shall exercise his powers for the purpose for which he is specified and shall not do so for a collateral purpose, and the power, if exercised for the right purpose does not constitute a breach of duty, if it, incidentally, affects a member adversely.

  (6)          A director shall not fetter his discretion to vote in a particular way.

  (7)          Where a director is allowed to delegate his powers under any provision of this Act such a director shall not delegate the power in such a way and manner as may amount to an abdication of duty.

  (8)          No provision, whether contained in the articles or resolutions of a company, or in any contract shall relieve any director from the duty to act in accordance with this section or relieve him from any liability incurred as a result of any breach of the duties conferred upon him under this section.

  (9)       Any duty imposed on a director under this section shall be enforceable against the director by the company.

280.     (1)         The personal interest of a director shall not conflict with any of his duties as a director under this Act.

   (2)          A director shall not -

(a)            in the course of management of affairs of the company; or

Protection of Minority against illegal and oppressive conduct

Action by or against the company

299.         Subject to the provisions of this Act, where an irregularity has been committed in the course of a company's affairs or any wrong has been done to the company, only the company can sue to remedy that wrong and only the company can ratify the irregular conduct.