Abstract

Generally listed companies are controlled by two main organs the board of directors and general meeting GM 1 The GM is considered the supreme authority of the company its powers stem from the company law and from the constitution of the company therefore resolutions of the GM should be compatible with the provisions of company law CL and constitution of the company otherwise the resolutions shall be subject to being deemed null and void The same applies to the board of directors which is considered similar to the executive power of the state and has specific terms of reference thus GM cannot interfere in the work of the board of directors and vice versa In this vein these two organs depend entirely on each other working together to achieve the same objectives and therefore balance must be struck between them Such balance is indicated in the definition of corporate governance by the Cadbury Committee Corporate Governance is the system by which companies are run At the centre of the system is the board of directors whose actions are subject to law regulations and the shareholders in a GM The shareholders in turn are responsible for appointing the directors and the auditors and it is to them that the board reports on its stewardship at the AGM