ABSTRACT

This chapter explores the role, power, and duties of directors. It explores the significant role which directors play in managing the affairs of the company as well as the enormous powers vested in them by the law. It provides a critical discussion of the fiduciary nature of directors' relationship with the company and the attendant duties imposed on them. Drawing on judicial authorities, it examines the nature and extent of directors' duties. It further critically analyses the content of directors' duties in sub-Saharan African countries. It notes the broad similarities which exist in the statutory provision for directors' duties in Nigeria, Ghana, Kenya, and Tanzania. It argues that the current statutory regime for directors' duties in the region is sufficiently broad. However, to ensure directors' accountability, there remains a crucial need for effective enforcement of these duties.