ICANBusiness LawCompany Law: Directors, Meetings and Shares2025

Koko Maritime Services Plc is a major logistics company listed on the Nigerian Exchange Group. Chief Alabi is an Executive Director of the company responsible for business development. In March 2023, while negotiating a charter contract worth ₦500 million on behalf of Koko Maritime Services Plc with an international oil firm, Chief Alabi secretly incorporated his personal family company, OceanWave Logistics Ltd. He subsequently diverted the lucrative charter contract to OceanWave Logistics Ltd, earning a net profit of ₦80 million for himself. Upon discovering this transaction, the Board of Directors of Koko Maritime Services Plc suspended Chief Alabi and intends to remove him as a director before the expiration of his tenure. Chief Alabi has threatened legal action, claiming that as an executive director, his appointment is fixed for five years by contract and cannot be terminated by ordinary resolution. You are required to advise the company on the following legal issues under the Companies and Allied Matters Act (CAMA) 2020: (a) Analyse Chief Alabi's breach of fiduciary duties as a director and the remedies available to Koko Maritime Services Plc. (8 marks) (b) Explain the statutory procedure for the removal of Chief Alabi as a director under Section 288 of CAMA 2020, addressing his claim regarding his five-year executive contract. (8 marks) (c) State FOUR grounds under CAMA 2020 upon which a person may be disqualified from being appointed or acting as a director of a company. (4 marks) (Total: 20 marks)

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