Gaining the competitive edge: Patents versus trade secrets

The area of intellectual property encompasses patents, copyrights, trademarks, and trade secrets. Each of these methods for protecting intangible property rights comes with distinctive features and advantages.  With the rapid growth of technology, many businesses have come up with inventions aimed at giving them a competitive edge. With these inventions comes the risk of having commercially valuable information misappropriated by competitors. To counter this risk, businesses should deploy the avenues available in law in Namibia to protect their interests and enforce their rights.  

Should the company reveal its IP to the world and obtain a patent that will cover its IP for a limited period? Or should the business keep the IP secret forever and shield it by trade secret laws? Choosing the best avenue can pose a dilemma for businesses, which have to decide between patent and trade secrets as a means of protecting their IP.

This article explores the benefits of trade secret and patent as modes of protection and the factors to consider when deciding between

The main aim of intellectual Property rights laws is to promote new technologies, artistic expressions, and inventions while advancing economic growth. A patent is an exclusive right granted to an inventor for a new invention in exchange for disclosing the information to the public. It can either be rights to a product or a process that generally provides a new way of doing something, or offers a new technical solution to a problem. The protection is for a limited period of 20 years as provided by the Paris convention and Namibia Industrial Property law.  Since, competitors have access to the products, manufacturing processes, or formula after a patent request is filed, it promotes healthy innovation competition and would result not only in economic significance but also results in technological advancements.

The monopoly for 20 years offers to exclude the others from making, using, selling the invention without the consent of the patent owners.  Any violation of the above would supervene in infringement of the protected inventions and would result in the costly litigations that might result in injunctions, royalties, and damages. Hence, firms would always take necessary legal steps like licensing, assignments before practicing the protected inventions. These will ensure the protection of the economic interests and growth of the innovator companies. Also, patent protection enables the innovator to gain larger market shares and control competition. Furthermore, patenting involves regulatory processes like filing and registration with stricter norms; they offer the highest protection to the inventions by stricter enforced under the law.

On the other hand, it is always not feasible to protect the company's intellectual assets through patents alone. Trade Secrets are of great value in these circumstances and offer to protect confidential information, which is classified as a secret having high commercial viability. Examples of trade secrets include secret recipes used in brewing beers, Coca-Cola products, and the well known KFC.

Since no registration or filing requirements are in place for trade secret protection, there are high risks associated with trade secrets, particularly when the secret is disclosed to a third party. Unauthorized copying and duplicate processes are the major impact factors that would also result in a severe economic impact on the actual owner of the trade secret. Therefore, a company has to take greater measures on its own to protect the confidential information and to maintain the secrecy to the fullest as possible.

Trade secrets offer a profitable option for protection since it does not have to fulfill governmental regulations like applications or registrations. Further, they also offer the companies many advantages like perpetual monopoly until the secret is revealed to a third party. However, they are considered to be the weakest of the IPR protections since it may lose its protection when there is a failure in the face of the company to take reasonable measures to maintain the secrecy.

At the end of the day, both patent and trade secret protection are viable options for proprietors who wish to protect commercially valuable information. Before choosing which means of protection to employ, it is important to weigh the risks and benefits of each method with due regard to the nature of the invention or information, the available resources, the business model, and other surrounding circumstances. Where the inventor desires complete exclusivity over the invention for an extended period, protection through trade secrets may be more attractive. On the other hand, where the inventor requires safety and tangible proprietary rights, patents are probably more viable.

Onesmus K Joseph - MBA, ACIS, BAP, CFIP, PPL, Cand/MPHIL IP Law 

Governance Professional

josephonesmus@yahoo.com

Passing-off: The Issue Of Political Party Color Marks

In the current fourth industrial revolution, the power of intellectual property (IP) can no longer be ignored; be it in business activities and even in the most disregarded political settings. IP refers to creations of the mind: inventions; literary and artistic works; and symbols, names, and images used in commerce. The same may be protected as patent, utility model, copyright, industrial design, trademark, and confidential know-how. Principally, a trademark is a sign capable of distinguishing the goods or services of one enterprise from those of other enterprises.

In recent times the international political arena has been fraught with alleged intellectual property violations. Eminem successfully sued the New Zealand National Party for infringing the copyright in his hit track "Lose Yourself"; US president, Donald Trump, upset Queen fans by using their renowned hit "We Are the Champions" for campaign and also his wife, Melania, was accused of blatantly plagiarising parts of one of Michelle Obama's speeches. Now it seems to be Namibia's turn.

Those following political news in Namibia will be all too familiar with a recent news where Popular Democratic Movement (PDM) secretary-general Manuel Ngaringombe accused the Independent Patriots for Change (IPC) of trying to confuse voters by copying his party's colors. IPC has over the past few weeks using the blue color on its posters to announce its candidates for the forthcoming regional council and local authority elections scheduled for November 2020. See the respective logo and poster below.

From an intellectual property (particularly trademark) law perspective, this matter is very is an interesting one and most important to know if any of the parties hold intellectual property rights in the logos or creation as per the provision of the industrial property Act. 

The question of ownership of intellectual property rights in colors is a contentious one as it is extremely difficult for someone to claim exclusive rights in a single color. A good example to relates to is a Red Bull trademark which is constituted of the color combination of blue and silver in respect of energy drinks. The trademark was invalidated, the court held that the descriptions of the marks 'allowed for the arrangements of those colors in numerous different combinations', and therefore the marks did not 'constitute a systematic arrangement associating the colors in a predetermined and uniform way'. Hence when applying for a trademark for a color or a combination of colors, it is vital to ensure that any descriptions for the mark are clear and precise and that any color combinations are arranged in a 'predetermined and uniform way'.

Generally, when applying for trademark protection, it is better to not claim any particular color as part of the mark, unless it is essential to, or is the distinguishing element of, the mark. Trademarks that are not limited to any one color provide the broadest level of protection, as the owner will then have the right to use the mark in any color. By including color as an element of a trademark, the owner is limiting its right to use the mark to that specific color, which will also make it more difficult to prevent competitors from using the mark in other colors.

It is also necessary to bear in mind that one of the founding principles of trademark laws the world over is that in order to qualify for protection, a trademark must be capable of performing the basic function of distinguishing the goods or services of one person from those of competitors. Against this background it is easy to see why monopolizing a single color is difficult. But the situation with combinations of colors is slightly different as it is easier to claim rights in combinations of colors and even more so when the colors are part of a logo with other distinctive features.

It is not yet decided by the competent authority if there are similarities between the PDM logo and the IPC posters. As with all trademark infringement and passing-off assessments, though, the two logos will need to be compared holistically to determine whether there exists a real likelihood of confusion amongst members of the voting public.

This event is a reminder of difficulties in obtaining valid trademark protection for a color, even when a trader has used it extensively and acquired a reputation associated with it. Also, it should prompt organizations and individuals to normalize the protection of their inventions and creations with the registrar of intellectual property in the country.

As for this matter; What will transpire, however, remains to be seen.

This article should not be construed as legal advice or legal opinion on any specific facts or circumstances. The content is intended for general informational purposes only.

By:

Onesmus K Joseph - MBA, ACIS, BAP, CFIP, PPL, Cand/MPHIL  IP Law 

Governance Professional

josephonesmus@yahoo.com

Intellectual Property Rights in Collaborative Research

You may have observed in newspapers and court proceedings that disputes related to intellectual property rights are increasing at an alarming rate. The status quo is not shocking for the obvious

 reason; Intellectual Property (IP) has become a tradable commodity and made up 70 percent of total assets on Statement of Financial Position (SFP) of big enterprises. Certainly, such disputes are propelled by rights and benefits issues. With a general acceptance that modern invention is performed by inventors in their garages, few would differ with me that today most patentable inventive activities occur in corporate organization, and university settings, however most individuals who would be labeled inventors are employees of these institutions. With IP gaining momentum and best practices coming to light following the promulgation of IP laws, tug of war within the IP arena both in Namibia and around the world are probable. 

In this article, I will discourse the issue of commissioned work in the field of patent. 

IP refers to creations of the mind: inventions; literary and artistic works; and symbols, names, and images used in commerce. The same may be protected as patent, utility model, copyright, industrial design, trademark, and confidential know-how. A patent specifically is an exclusive right granted to an inventor for a new invention. It can either be rights to a product or a process that generally provides a new way of doing something, or offers a new technical solution to a problem. Above all, for a patent to be granted technical information about the invention, must be disclosed to the public in a patent application because the primary aim of IP is to encourage innovation and subsequently ensures a knowledge-based economy.

Typically, for a patent to be granted in any country, the invention must be new and not registered anywhere in the world. By extension, patent protection is territorial; meaning the exclusive rights conferred are only applicable in the country or region in which a patent has been filed and granted. Interestingly, the patent system is not a one size fit all, thus patentability requirements may vary from one jurisdiction to another. One may file for a patent in as many as 153 member countries through a single international application filed through the Patent Cooperation Treaty (PCT) and Namibia is a signatory. PCT is an international treaty administered by the World Intellectual Property Organization (WIPO).  

Inventors are required to seek protection in other countries within 30 months from the filing date of the first application. It is rational for an inventor to protect the innovation in potential countries of commercialization because patent rights can only be enforced in a country where the patent is granted; there is nothing like universal protection. It is a sad truth that an invention can be exploited, commonly referred to as freeriding, without recourse in any jurisdiction where it is not protected. Patents can be protected for a period, not more than 20 years from the filing date of the application as per the Paris Convention where Namibia is a member.

Patent rights can be very challenging especially where two or more persons are involved. Masses regularly confuse patent Inventorship with ownership or assume that they are the same thing but they are distinct concepts; the owner of a patent enjoys all rights and benefits granted by the patent, whereas the inventor is initially the creator. The inventor is not always the owner of the patent, therefore he or she does not always enjoy the patent rights, this practice is common in commissioned work or works for hire.

Commissioned work lightly referred to a situation whereby companies or individuals hire a consultant or employees to develop new products, improve processes, research on new technologies and develop new markets. Research institutions and Universities are mostly hired to research or develop an invention where the person who commissioned the work provides funds subject to whatever agreement. In the latter case, questions like; who will own the IP created and who may benefit from access to the IP are inevitable. To this end; The Namibian Industrial Property Act (Act 1/2012) provides that, if an invention is made in the execution of a commission contract or a course of employment contract, the right to the patent belongs to the person who commissioned the work unless there is a written contractual provision to the contrary.

To avoid disputes concerning patent ownership with independent contractors, research institutions, or employees, businesses and universities should always reduce their intentions to writing and include a provision in a written agreement that contains a clause stating that the work created by the independent contractor is considered a work made for hire. This is rational in resolving future disputes.  

This article should not be construed as legal advice or legal opinion on any specific facts or circumstances. The content is intended for general informational purposes only.

By:

Onesmus K Joseph - MBA, ACIS, BAP, CFIP, PPL, Cand/MPHIL  IP Law 

Governance Professional

josephonesmus@yahoo.com

 

The nitty-gritties of Intellectual Property Protection in African Continental Free Trade Area (AfCFTA)

In responding to the aspirations of Africa Agenda 2063, more than 54 member states of the African Union (AU) signed an agreement to create the African Continental Free Trade Area (AfCFTA). The agreement is underpinned by the AU’s vision to build an integrated, prosperous, and peaceful Africa that is a dynamic force in the international arena. Presently, Namibia is among the 28 African Union (AU) member states that deposited their instruments of ratification with the African Union. The AfCFTA is considered the world's largest free-trade zone since the establishment of the World Trade Organization in 1994 and the numbers of countries that participate in AfCFTA speak volumes. AfCFTA entered into force on 30 May 2019, and the trading under the agreement was due to commence on 1 July 2020, however, due to COVID-19 global pandemic, this date has since been postponed indefinitely.

 This article ponders on importance of intellectual property protection within the free trade zone (AFCFTA)

AfCFTA is welcomed by many because it will create a single market for goods and services, and boost the Intra-African trade. To a large extent, it requires members to remove tariffs from 90 percent of goods to allow free access to commodities, goods, and services across the continent. Along with, free trade zone provides tax advantages and other regulatory exemptions that will boost trade facilitation, business formation, and foreign investment. By facilitating the movement of goods and services among African countries, AfCFTA will create opportunities to accelerate intra-Africa trade, grow local businesses, create jobs, and increase infrastructure development in the continent. Thus, more enterprises and individuals are encouraged to take up opportunities created by this single market zone with an estimation of 1.2 billion people and with a consolidated GDP of more than US$3.4 trillion.

In essence, the free trade zone will create opportunities and benefits for all the nations in the continent, enable companies to expand their markets by exporting goods and services across the continent with less or at no cost. It will also contribute to the growth and diversification of our economy, therefore create jobs, as well as reduce inequality and unemployment. The agreement will also reduce tariffs and benefit entrepreneurs, including medium and small businesses. Furthermore, this will serve as an opportunity for entrepreneurs from African countries to start working together in a trade tariff-free environment. To take the opportunity of the magnitude market that is due to commence, entrepreneurs and organizations would wish to improve and stiffen their competitive gear (Intellectual property rights).

Intellectual Property Rights (IPRs) such as Trademark, enterprise design, copyright, patent, and trade secret offers competitive advantages to a business. This is to say, businesses and organizations preserve their relevance in a single competitive market by owning certain innovation, technology, and corporate goodwill on the goods and services. Nonetheless, with a free trade zone, it is no walk in the park because all these market advantages embedded in IP are just territorial, and can only be enjoyed and exploited in a country where the protection of IP is granted.

Given the scenery of the current market, intellectual property protection avails freedom to operate, promote franchising and it is a major facilitator of technology transfer across jurisdiction without risking returns to the intellectual property right owners or the business. However, pluralities of opportunities of a free trade zone are like Liverpool; they never walk alone, there are potential opposing forces as per newton laws of motion. With free movement of good and easy access to the international market, AfCFTA like other existing free trade zones may facilitate illegal and criminal activities such as trade in counterfeit and pirated products that will undermine the power of fair competition.    

In a reciprocal move, businesses, suppliers, and organizations that are considering to partake in free trade zone or to tender in supplying their goods or service in the market are encouraged to include intellectual property protection in various countries within the business strategy. Protection of IP keeps infringers afar and above all, an IPRs holder can seek remedies and compensation in court if his/her intellectual property rights are violated. 

Hence, just like in chess games, any move should be calculated to the protection of the King so as with business expansion with Intellectual Property components. Due to the cost that comes with IP protections, it is prudent for entities to identify jurisdictions that are of trade interest to them only; shield their IP portfolios, and only then a safe move into the AfCFTA zone and international market can be made.

By:

Onesmus K Joseph - MBA, ACIS, BAP, CFIP, PPL

MPHIL Candidate - KNUST (Kumasi; Ghana) 

Governance Professional

josephonesmus@yahoo.com

Reconciliation of Patent rights in Commissioned work

You may have observed in newspapers and court proceedings that disputes related to intellectual property rights are increasing at an alarming rate. The status quo is not shocking is for the obvious reason; Intellectual Property (IP) has become a tradable commodity and made up 70 percent of total assets on Statement of Financial Position (SFP) of big enterprises. Certainly, such disputes are propelled by rights and benefits issues. With a general acceptance that modern invention is performed by inventors in their garages, few would differ with me that today most patentable inventive activities occur in corporate organization, and university settings, however most individuals who would be labeled inventors are employees of these institutions. With IP gaining momentum and best practices coming to light following the promulgation of IP laws, tug of war within the IP arena both in Namibia and around the world are probable. 

In this article, I will discourse the issue of commissioned work in the field of patent.

IP refers to creations of the mind: inventions; literary and artistic works; and symbols, names, and images used in commerce. The same may be protected as patent, utility model, copyright, industrial design, trademark, and confidential know-how. A patent specifically is an exclusive right granted to an inventor for a new invention. It can either be rights to a product or a process that generally provides a new way of doing something, or offers a new technical solution to a problem. Above all, for a patent to be granted technical information about the invention, must be disclosed to the public in a patent application because the primary aim of IP is to encourage innovation and subsequently ensures a knowledge-based economy.

Typically, for a patent to be granted in any country, the invention must be new and not registered anywhere in the world. By extension, patent protection is territorial; meaning the exclusive rights conferred are only applicable in the country or region in which a patent has been filed and granted. Interestingly, the patent system is not a one size fit all, thus patentability requirements may vary from one jurisdiction to another. One may file for a patent in as many as 153 member countries through a single international application filed through the Patent Cooperation Treaty (PCT) and Namibia is a signatory. PCT is an international treaty administered by the World Intellectual Property Organization (WIPO). 

Inventors are required to seek protection in other countries within 30 months from the filing date of the first application. It is rational for an inventor to protect the innovation in potential countries of commercialization because patent rights can only be enforced in a country where the patent is granted; there is nothing like universal protection. It is a sad truth that an invention can be exploited, commonly referred to as freeriding, without recourse in any jurisdiction where it is not protected. Patents can be protected for a period, not more than 20 years from the filing date of the application as per the Paris Convention where Namibia is a member.

Patent rights can be very challenging especially where two or more persons are involved. Masses regularly confuse patent Inventorship with ownership or assume that they are the same thing but they are distinct concepts; the owner of a patent enjoys all rights and benefits granted by the patent, whereas the inventor is initially the creator. The inventor is not always the owner of the patent, therefore he or she does not always enjoy the patent rights, this practice is common in commissioned work or works for hire.

Commissioned work lightly referred to a situation whereby companies or individuals hire a consultant or employees to develop new products, improve processes, research on new technologies and develop new markets. Research institutions and Universities are mostly hired to research or develop an invention where the person who commissioned the work provides funds subject to whatever agreement. In the latter case, questions like; who will own the IP created and who may benefit from access to the IP are inevitable. To this end; The Namibian Industrial Property Act (Act 1/2012) provides that, if an invention is made in the execution of a commission contract or a course of employment contract, the right to the patent belongs to the person who commissioned the work unless there is a written contractual provision to the contrary.

To avoid disputes concerning patent ownership with independent contractors, research institutions, or employees, businesses and universities should always reduce their intentions to writing and include a provision in a written agreement that contains a clause stating that the work created by the independent contractor is considered a work made for hire. This is rational in resolving future disputes. 

This article should not be construed as legal advice or legal opinion on any specific facts or circumstances. The content is intended for general informational purposes only.

By:

Onesmus K Joseph - MBA, ACIS, BAP, CFIP, PPL

MPHIL Candidate - KNUST (Kumasi; Ghana) 

Governance Professional

josephonesmus@yahoo.com

Church Institutions as a Good Corporate Citizen

If you have lived long enough, you have witnessed mismanagement in churches, leadership crises in churches, and church divisions, all these matrices can be linked to governance crises. Church governance, sounds bizarre right? In Namibia legally-established churches are incorporated as a company limited by guarantee within the provision of section 21 of the Companies Act (Act 28/2004). Institutions irrespective of their natures are to be governed properly by complying with regulations and adopting best practices such as developing strategy, endorsing succession plan, and monitoring performance, to this church institutions, are however not excluded. 

“This article is aimed to shed more light on how corporate governance relates to an associations established not for profit (Church)”

Church leaders owe their organizations and each other a range of special obligations. Some of these obligations are morally related, but some also have a legal character. Surely high ethical conduct may be much expected from these associations because of obvious reasons, but that may be unfair because ethics is not spontaneous. It seems ethical values of our people are fading at an alarming rate even in institutions where it is less expected. Religious intuitions are by nature supposed to be a flamboyant and pool of Leaders who may be headhunted to rescue corporate entities.

As applicable to other organizational setups, one of the requirements for maintaining a nonprofit association (church) status is to have an oversight board. Among other responsibilities of boards is to ensure that the ministry is financially viable and that it fulfills its core mission. 

Often, a question of profit and business in religious intuitions comes up. Nothing precludes churches from selling products or making profits provided that making a profit is not its primary objective and the proceeds are used to advance the religious mission. Most religious institutions are by law companies with no shares; the distribution of dividends is not applicable. From the governance corner, any church that fails to gather funds for its religious activities is said to be performing poorly which is contrary to outcomes of good governance.

It is absurd to expect an association as a church not to generate money while it helps the majority of people who need spiritual guidance and ensures that good news reaches the needy. Youth are educated by churches the importance of living a holy life. 

Sunday school, and various youth groups, cells and Bible studies are all creations of the church; new generations are taught not to kill, steal, and fight. If these churches shut down probably due to lack of funds, our societies will be prone to all these vices. By extension, non-profit associations including churches have the powers of a juristic person to do major investments in diverse portfolios.

Church directors or councils as commonly denoted owe fiduciary duties to the organization. A fiduciary duty is an obligation owed by a person in a leadership or management role within an organization to the organization itself and its members. A director or officer who breaches their fiduciary duties can face personal liability to the organization and others for damages caused by the breach. Although the term often comes up in the context of for-profit businesses, it also applies in the nonprofit and religious sectors. Fiduciary obligations arise regardless of whether an individual is paid for their work or not.

Fiduciary duties are vital in any model, including the duties of care, loyalty, and obedience. A duty of care involves the engagement of the individual and the functioning of members that is prudent and avoids negligence. Loyalty involves serving with devotion to protecting the church rather than any conflicted or personal interests. Obedience involves serving within the scope of responsibilities outlined in church charters or governing documents, or both, to be sure that the legal and operational precedents are faithfully followed, this may mean the submission of returns, financial statements, and a notice of change in directors is required.

Utmost churches rely on the donations of its members to fund its mission, hence a need for transparency and accountability in their dealings. Considering that, members enjoy a tax deduction for these donations that are freely given to churches, and this calls for proper records to be maintained as required by corporate laws. A church can’t be well governed unless it carries its mission ethically. Additionally a church has to be a responsible corporate citizen by extending a helping hand community where it operates through social responsibility given the nature of the entity. Most importantly a responsible institution will be mindful of undue sound that may not be good for inhabits especially during school assessments.

Churches should be governed effectively to earn trust from their stakeholders, and in doing so, it ensures institutional sustainability. It should maintain its financial statement and fulfill all relevant laws.  Board of directors as the overseer of an institution should be independent and perform their duties with due diligence, skill, and care.

By:

Onesmus K Joseph - MBA, ACIS, BAP, CFIP, PPL

MPHIL Candidate - KNUST (Kumasi; Ghana) 

Governance Professional

josephonesmus@yahoo.com

Collective decision but Individual liability

Directors are the mind, heart, and soul of an enterprise. They are the Lords of the boardroom and the entity’s sustainability is in their hands. Together, directors form a board, and collectively make decisions on behalf of an incapacitated juristic person (corporation). A board of directors will not always find themselves in agreement and it is often the case that through frank and thorough dialogue that directors can agree upon what action to take, although it is not unusual for one or more directors to remain opposed to a decision that the rest of the directors' support.     

This article explores the legal rights and responsibilities of a dissenting director in practical terms;

It goes without saying that board directors should perform on their fiduciary duty through board discussions and debates. As a Common law practice, a company director has a fiduciary duty to act; in good faith and for a proper purpose, in the best interest of the company and with the degree of care, skill and diligence that may reasonably be expected of a person carrying out the same function about the company as carried out by that of the director, and having general knowledge, skill and experience of that director. To discharge their role efficiently and to prevent liability, a director needs to familiarize him/herself with fiduciary duty as well as other responsibilities associated with the role of the director's post. 

Generally, a governing body takes decisions collectively as a board and not as an individual. Probably, this is where the fallacy emanated, that as it may; directors individually should perform their fiduciary as an individual. A governing body cannot owe a fiduciary duty to an organization because it lacks legal capacity; this was validated by the court in a better known AVID case. This is to say that directors can be personally held liable for breaching the fiduciary duty that they each owe to a corporate.  Group thinking should be avoided at all cost and it is the chief weakness on many boards today; directors should think independently and only accede to decisions upon exercising due diligent and professional care.

Nobody likes to be different or unpopular, but board directors are supposed to set that aside in the service of protecting the best interest of the shareholders and the company.  Any director may dissent by expressing an opinion at variance with those commonly or officially held. By its very nature, this has a negative connotation and represents an element of serious disagreement. In the best of situations, dissenting opinions should be expected and accepted and the dissenting board directors should feel free to air their opinions respectfully and give supporting reasons.

In board rooms, a dissent by a director can be a double-edged sword, one side used as a deterrent to prevent a potential misadventure and the other as a diabolical obstructionist mechanism that can reject even genuine proposals. When a board director disagrees with the consensus; there should be an acceptable process to the effect. It is however interesting to note that, a mere abstaining from voting does not constitute dissent, hence a proper process should be complete. Well-kept corporate minutes and directors` resolutions serve as a record of corporate decisions and reflect directors` dissent where appropriate.

Dissenting can be part of a checks and balances in such a way that; it pushes directors to state their misgivings with the hope that their dissent will guide their corporation toward better business practices, avoid damaging third parties, and most importantly it reduces the number of lawsuits. So, individual directors should utilize dissenting in the best practical way because it keeps the dissenting director out of being liable for any legal problems arising from the vote. 

On the other hand, dissention may cause a rethink of a questionable action by other directors, and above all; shareholders who examine the voting record may notice a potential problem, thus directors must stay abreast of the board's activities and should be prepared to dissent to actions that may implicate them personally.

By:

Onesmus K Joseph - MBA, ACIS, BAP, CFIP, PPL

MPHIL Candidate - KNUST (Kumasi; Ghana) 

Governance Professional

josephonesmus@yahoo.com