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Companies and Allied Matters Act 2020 · Part B · Chapter 11

Section 275Independent directors in public companies

(1)
A public company shall have at least three independent directors.
(2)
In a public company, any person who nominates candidates for the board who would comprise a majority of the members of the board shall nominate at least three persons who would be independent directors.
(3)
In this section, “independent director” means a director of the company who, or whose relatives either separately or together with him or each other, during the two years preceding the time in question—
(a)
was not an employee of the company ;
(b)
did not—
(i)
make to or receive from the company payments of more than N20,000,000, or
(ii)
own more than a 30% share or other ownership interest, directly or indirectly, in an entity that made to or received from the company payments of more than the amount stated in subparagraph ( partner, director or officer of a partnership or company that made to or received from the company payments of more than such amount ;
(c)
did not own directly or indirectly more than 30% of the shares of any type or class of the company, and
(d)
was not engaged directly or indirectly as an auditor for the company.
Cite as: Companies and Allied Matters Act 2020, section 275

Amended since the gazette

The Business Facilitation Act 2023 changed this section. The text above is the 2020 gazette text. See what changed.

What this section means

From the guide: Independent directors in a public company under CAMA 2020

  • A public company must have independent directors making up one-third of its directors (section 275(1), as amended by the Business Facilitation Act 2023).
  • Section 275(1) now requires one-third of a public company’s directors to be independent, where the gazetted text said at least three.
  • A person who nominates candidates who would make up a majority of the board must nominate at least one-third of independent directors (section 275(2)).
  • Section 275(1), as amended in 2023, requires one-third of a public company’s directors to be independent.
  • Section 275(2) adds that anyone who nominates candidates who would make up a majority of the board must nominate at least three people who would be independent directors.
  • Section 275(3) defines an independent director by looking back over the two years before the time in question.

Read the whole subject

Source: Companies and Allied Matters Act 2020 (Act No. 3 of 2020), Official Gazette No. 124, Lagos, 10 August 2020. General information, not legal advice.