Client
Our client, Gricd Integrated Services Limited (DBA Figorr), is an IoT-powered solutions company that provides businesses, especially those in healthcare and agriculture, with unparalleled insurance protection for their cold chain operations, which allows them to insure their commodities that are often considered an uninsurable risk. In the face of unforeseen situations, they provide their clients with data to back up their insurance claims. Their advanced technology allows their clients to monitor the humidity, temperature, and location of their temperature-sensitive commodities and alerts their clients whenever deviations are detected.
Problem
The client sought to establish a board of directors to enhance oversight of financial risks, ensure regulatory compliance, and develop growth strategies, all while safeguarding shareholder interests.
Approach
Setting up the board of directors for the client involved several key steps, which ensured that the governance structure was properly established and aligned with legal and corporate requirements. Below is an overview of the process:
- Determine the Board’s Structure: We advised the client on the board size and composition, to enable the client to decide on how many directors will serve on the board and whether it will include a mix of executive directors (company employees like the CEO) and non-executive directors (external, independent members). We also clarified what the role of the board would entail. This ensured that the client selected the right individuals to be appointed as members of the board of directors, as they would play the important role of overseeing the management of the company and representing shareholders' interests.
- Establish Legal Framework and Governance Documents: We prepared the board charter which outlined the board’s objectives, powers, and duties. It served as a guiding document on how directors are appointed, how the board will operate, make decisions, voting procedures, and communicate with stakeholders, and other shareholder-related matters.
- Appointment of Directors: We advised the founder and shareholders of their duty to approve or reject nominated candidates and appoint the initial directors of the company, ensuring that attention is paid to investment documents that offered board seats to investors. We prepared the letter of appointment for the directors and other documents aimed at protecting the interest of the company, like the Director Indemnification Agreement, as the directors would be acting on behalf of the company in their new role.
- Conduct Initial Board Meeting: We moderated the initial board meeting which was aimed at the election of officers (Chairperson, Secretary, Auditors), approval of the corporate governance documents, establishment of committees, and setting initial strategies and business priorities.
- Register Directors: In alignment with the Companies and Allied Matters Act, we registered the appointment of the directors with the Corporate Affairs Commission.
Result
We successfully set up the board of directors for the client and educated them on their fiduciary duty to the company.
Acelera Law possesses strong expertise in legal matters related to the startup ecosystem and is quick to provide effective solutions with excellent turnaround time.
- Oghenetega Iortim, CEO, Figorr
