Opinion

For Effecctive Corporate Governance

Published

16 years ago

November 6, 2009

The society for Corporate Governance Nigeria recently organized a round table discussion on effective corporate governance in the country. This is in furtherance to the company’s belief that good corporate governance practices provide important framework for timely responses by company’s board of Directors to situations that may directly affect stakeholders’ value. It is also correct to note that the crisis that had overtaken the banking system had a lot to do with lack of effective corporate governance. In fact a study reported to have been undertaken by the Securities and Exchange Commission (SEe) confmned that code of corporate governance can only be found in about 40 per cent of the companies quoted on the Stock Exchange. Dr Christopher Kolade, ProChancellor of Pan African University, harped during the round table discussions on the need for the understanding of who really is an independent director; what really are the implications of having independent director on the board where the independent director is one who sits on the board based on proven expertise in a particular area which the board needs and who does not have any other relationship with the organization including even business relationship? The question of how much information should a company disclose as it is well known that if companies are not circumspect in this regard they could make disclosures that could be at the cost of their competitive advantage including the issue of the appropriate level and mix of remuneration came up for discussions during the round table discussions. The question of Corporate Social Responsibility ( CSR ) which was lately in the news as legislators attempted to enact a law that should guide companies in discharging this responsibility and more recent challenges regarding tightened disclosure rules and escalating criticism of management compensation, concerns about shareholders’ value were all x-rayed at the round table discussions.

The issue of effective corporate governance has been the focus of attention for some time now. In fact following the Consolidation Program the Central Bank underscored its concern regarding the on- going viability of banks in the country by the issuance of a code of Corporate Governance to guide all operators. Atedo Peterside also chaired a SEC group on the articulation of a code of corporate governance. It also remains a fact that the lack of effective corporate governance practices has been cited in the indictment of the board of the banks that recently came under the hammer of the Central Bank.

The problem with corporate governance in the country stems ab. initio from the fact that most company promoters do not conceptualize the company as a legal and autonomous entity that has an independent existence which could be sued and can sue on its own. Most promoters have seen companies as at best an extension of themselves. This is why most promoters would prefer a board that is docile and compliant that would glory in the fact of membership, simply go along, not ruffle any feathers, from which members of the board receive the perks of office and attend irregularly held board meetings. This mindset gave rise to the incidences of over concentration of powers on one individual who is designated as Chairman! CEO or Executive Vice Chairman; a practice which the CBN code of corporate governance has now pointedly prohibited.

Under this model the membership of the board is determined based on one form of primordial relationship or another and had very little or nothing to do with proven expertise and therefore anticipated contribution at board meetings. And this attitude lays the foundation for the lack of effectiveness of the board and we would dare to suggest that may be if it is not going to amount to overload that the Central Bank in addition to the approval it has to give for executive members of the 1?oard should also extend its approval to the non-executive members to correct this shortcoming. If the composition of the membership of board /s not taken seriously then all preachment in this regard will be in vain!

It is to change this attitude that has encouraged the emphasis on the percentage of shareholding which an individual member of the board could hold. At the moment for banks holding in excess of ten percent can only be allowed based on the express approval of the Central Bank and members of the same family are not encouraged to share the same board membership. But this restriction would seem not have amounted to much as promoters to circumvent this guideline proceed to recruit directors on proxy basis. The industrialised world does not concern itself with such issues but for them what is important is the separation of ownership from professional management. So attempting to foreclose the existence of one man banks might not be addressing the real problem. The number of member on a board should ideally not exceed 20 with the non executive members well exceeding the executive members.

It is also necessary that the board is made to be alive to its responsibilities particularly with regard to the preparation of strategic plan for the organization for which it must monitor implementation by insistence on receiving regular briefing on progress by management.

The board must also be sensitized regarding its responsibility with the formulation of policies to ensure that it does not engage in turf battles in areas which are purely operational and therefore under the exclusive purview of management. It is recommended that scheduled board meetings are held quarterly with materials for discussions at the board meeting sent out to board members at least a fortnight before the date of the meeting. In this era when board membership carries vicarious responsibility board members are better advised to ensure that the company carries out its functions in a legal and ethical manner. The board must not attempt to complicate life for the regulator by not adhering strictly to guidelines and by not responding positively to the request for submission of accurate and timely reports as might be demanded by the regulator.

The board has the responsibility to ensure that top level succession plan is in place. One of the acid tests for a truly independent board is whether it has the ability and enjoys the freedom to closely monitor the activities of the Managing Director, determine the scale of remuneration he enjoys and able to fire him should the need arise. On remuneration the board must· pay adequate and compensating fees; sitting allowances and other periodic fees to the directors for the expertise and direction it is able to make available to the organization. Remember if you pay peanuts; you get monkeys! Of necessity the company must do some regular work through some board committees. In banking these committees are usually the Credit Committee, the Audit Committee and the general purpose Committee. The Chairman of the board should not sit on any of the committees which ideally should be populated with the non executive members of the board. The Audit Committee must be composed with individuals of high integrity, independence and proven competence. The board must imbibe the culture of attendance to regular training and education to keep members abreast of cutting edge developments and the board must regularly subject itself to self appraisal employing the services of independent consultants.

Chizea wrote from Lagos.

Boniface Chizea

Opinion

Ndifon’s Verdict and University Power Reform

Published

3 days ago

November 24, 2025

The Tide

Quote:”But beyond the courtroom victory lies a pressing question: What next? How do we ensure that Nigerian universities no longer serve as hunting grounds for predatory academics? How do we guarantee that students—especially young women—can pursue education without fear of victimization?”

The conviction of Professor Cyril Ndifon, suspended Dean of Law at the University of Calabar, to five years in prison by the Federal High Court Abuja, provided a rare moment of relief amid the week’s troubling national events. Beyond punishing one individual, the judgment signaled that accountability—especially regarding sexual harassment and abuse of power in Nigerian higher institutions—may finally be gaining traction. For years, many students, especially young women, have quietly endured intimidation, coercion, and the misuse of academic privilege. Reports and surveys have consistently shown the depth of this problem. A 2018 World Bank survey estimated that 70% of female graduates had faced some form of sexual harassment in school, while a Nigerian study recorded sexual violence as the most common form of gender-based violence on campuses.

Ndifon’s case has therefore become symbolic—challenging the belief that powerful academics can act with impunity. Justice James Omotosho’s ruling went beyond the conviction; it exposed the systemic rot that enables abuse. His description of Ndifon as a predator highlighted how institutions fail when they lack strong, independent structures for accountability. Although the Independent Corrupt Practices and Other Related Offences Commission (ICPC) proved its case beyond reasonable doubt, many similar cases never reach court because victims remain afraid, discouraged, or convinced that the system will not protect them. A major difference in this case was that a government agency fulfilled its responsibility rather than letting the matter fade, as often happens with campus scandals. Too often, allegations arise but internal committees stall, victims lose hope, and the accused quietly escape consequences.

This time, however, the judiciary refused to allow such evasion. The court’s decision to center the victims and dismiss attempts to discredit them set an important precedent at a time when survivors are often blamed or pressured into silence. Yet the bigger question remains: What next? How can Nigerian universities become safe spaces where students, particularly young women, can pursue education without fear? First, reporting systems must be overhauled. Traditional structures—where complaints pass through heads of departments or deans—are inadequate, especially when senior officers are the accused. Independent, gender-sensitive complaint bodies are essential. Some institutions, such as the University of Ibadan and Godfrey Okoye University, have already taken steps by establishing gender-mainstreaming units. Other universities must follow suit, ensuring confidentiality, protection from backlash, and transparent investigations.

Second, proven cases of harassment must attract real consequences—not quiet transfers or administrative warnings. Sexual exploitation is not a mere disciplinary issue; it is a crime and should be promptly escalated to law-enforcement agencies. Treating criminal behaviour as an internal matter only emboldens perpetrators. Third, students must feel safe to speak up. As a senior lecturer at the University of Abuja advised, silence fuels impunity. Students need to believe that justice is attainable and that they will be supported. This requires consistent sensitization efforts by student unions, civil society groups, gender advocacy organizations, and ministries of women affairs. New students, in particular, need early guidance to understand their rights and available support systems. The recent approval of the Sexual Harassment of Students (Prevention and Prohibition) Bill, 2025, prescribing up to 14 years imprisonment for educators convicted of harassment, is a step in the right direction.

Quick presidential assent and domestication by states will strengthen legal protection. As Nelson Mandela said, “A society that fails to protect its women cannot claim to be civilized.” This principle must guide Nigeria’s legislative and institutional reforms. The legal profession has its own soul-searching to do. Law faculties are expected to model ethics and justice. When a senior law academic betrays these values, the damage extends beyond the victims—it undermines confidence in both higher education and the justice system. The judiciary’s firm stance in this case therefore reinforces the idea that the law exists to protect the vulnerable, not shield the powerful. Yet, this moment should not end with celebration alone; it must ignite a broader institutional awakening. Universities must begin to review their staff appraisal systems to include behavioural ethics, not just academic output.

Governing councils should strengthen oversight mechanisms and ensure that disciplinary processes are free from internal politics. Alumni associations and parents’ forums can also play a monitoring role, demanding higher standards of conduct from staff and administrators. Importantly, the government must provide universities with the financial and technical support needed to establish functional gender desks, counselling units, and digital reporting platforms. Only when all stakeholders take ownership of the problem can lasting reform be achieved. Professor Ndifon’s sentencing represents justice for one victim, but it must inspire justice for many more. It should mark the beginning of a nationwide resolve to reclaim Nigerian universities from those who misuse authority. The future of education in this country must be shaped by knowledge, dignity, and integrity—not fear or manipulation. The judgment is a call to action: to build campuses where students are safe, where lecturers are held accountable, and where power is exercised with responsibility. Only then can Nigeria truly claim to be nurturing the leaders of tomorrow.

By: Calista Ezeaku

Opinion

As Nigeria’s Insecurity Rings Alarm

Published

3 days ago

November 24, 2025

The Tide

Quote:”President Donald Trump’s designation of Nigeria a Country of Special Concern and further threats to intervene in countries experiencing religious persecution reflect a growing international concern regarding Nigeria’s deteriorating security situation.”

In recent years, Nigeria has witnessed an alarming evolution of insecurity that threatens not only the stability of the nation but also the broader West African region. Bandit attacks on schools, farms, mosques, and Christian worship centers have become distressingly commonplace, painting a grim picture of a country under siege from multiple fronts. The rise of kidnappings for ransom, coupled with the persistent threat of terrorism from groups like Boko Haram and ISWAP, has ignited fears among communities and hampered economic activities. As neighboring Sahel countries grapple with coups and the spread of extremist ideologies, Nigeria finds itself at a precarious crossroads that demands urgent attention and action.

According to media tally, about 2,496 students have been abducted in 92 school attacks since the Chibok saga of 2014. And prompted by recent incidents in Kwara, Kebbi and Niger states, where hundreds of pupils were abducted, state governments across northern Nigeria are shutting down, or relocating schools. Even the federal government last week, via the Federal Ministry of Education hastily ordered principals of 41 unity schools across northern Nigeria, to shut-down.The increasing frequency and audacity of bandit attacks highlight a troubling trend in Nigeria’s security landscape. Schools, once seen as sanctuaries for learning, have become targets for kidnappers seeking to exploit vulnerable students. These attacks not only disrupt education but also instill fear in families, leading to mass withdrawals from schools. Should we raise a generation of children deprived of their right to education?

Similarly, farms and places of worship have not been spared. Communities that once thrived on agriculture and faith, now live in constant dread of violent incursions. The targeted killings of Christians and attacks on mosques further exacerbate religious tensions, threatening to disrupt the social fabric that holds Nigeria together.The situation is compounded by the unsettling developments in the Sahel region, where coups and the rise of jihadist groups have created a volatile environment. The spillover effects of this instability are palpable in Nigeria, as extremist ideologies proliferate and armed groups gain confidence. The porous borders of the region facilitate the movement of militants and weapons, making it increasingly difficult for Nigerian authorities to contain the threats. As Nigeria struggles to secure its territory, the consequences of failure become more pronounced, with the potential for a broader regional crisis looming on the horizon.

President Donald Trump’s designation of Nigeria a Country of Special Concern and further threats to intervene in countries experiencing religious persecution reflect a growing international concern regarding Nigeria’s deteriorating security situation.

While such attention can bring much-needed awareness to the plight of affected communities, it also underscores a significant truth: the responsibility for addressing these challenges ultimately lies with the Nigerian government. The inaction and apparent inability to protect citizens from violence and ensure justice for victims send a troubling message about the state’s commitment to safeguarding its populace. The economic ramifications of this evolving insecurity are dire. Foreign investment, a critical driver of economic growth, is deterred by the pervasive violence and instability.

Investors are wary of committing resources to a country where the risk of loss is heightened by kidnappings and attacks on businesses.Additionally, agricultural production suffers as farmers abandon their lands, fearing for their safety. The recent upsurge in insecurity coincides with a crucial harvest season, when farmers need to recoup investment to finance the next round. A decline in harvests this year would reverse recent gains of recovery in food production and exacerbate poverty, further straining the nation’s resources. Socially, the implications of failing to tackle insecurity are profound. Mistrust in government institutions grows as citizens witness a lack of effective response to violence and crime. This erosion of faith can lead to civil unrests, as frustrated populations demand accountability and action.

Moreover, the vulnerability of young people in conflict-affected areas increases the risk of radicalization, as they seek identity and purpose in extremist movements that exploit their disillusionment. The South-East crisis is peculiar in this regard. The evolving insecurity in Nigeria is not merely a national crisis; it poses a significant threat to regional stability and international interests. The convergence of banditry, terrorism, and political instability in the Sahel creates a complex security environment that requires a coordinated response. The Nigerian government, in partnership with regional allies and international partners, must adopt a comprehensive strategy that addresses the root causes of insecurity, strengthens law enforcement, and fosters community resilience.

It’s time Nigerians address all regional grievances with reconciliation and empathy, rather than with coercion. As citizens, civil society, and international stakeholders, it is crucial to advocate for effective policies that prioritize security, justice, development and inclusiveness. A collective effort is needed to ensure a safer, more stable future for Nigeria and the West African region. Ultimately, Nigeria stands at a critical juncture. The path forward demands decisive action to restore security, rebuild trust, and ensure that all citizens can live without fear. The time for complacency has passed; the stakes are too high, and the consequences of inaction are too grave. A collective effort is essential to navigate this challenging landscape and forge a safer, more stable future for Nigeria and the West African region.

By: Joseph Nwankwor

Opinion

The Girl Who Didn’t Dance

Published

1 week ago

November 19, 2025

The Tide

Quote:”

This piece is, primarily, the story of the girl who refused to dance during my first public performance as a pop musician. The event was the birthday party of Okechukwu Ogbowu at the residence of Chief Moses Nma Ogbowu at Omoku in February 1968. Secondarily, it is the story of a group of Ogba/Egbema youths who the chiefs considered rebellious and should, therefore, be watched very carefully. These two anecdotes are woven together by the story of my foray into music as a career in my youth. In 1958, I went on holidays to the home of my uncle Eze JNA Nwachuku at Ahoada. There, I heard a very strange music that tickled my preteen fancy to the point I started singing it using words I made up; I was eight. Back to Alinso Okeanu (Beach) after the holidays, the kids in the cosmopolitan community were wowed by my air and swag while singing the very strange song.

Years later, I learned the real words of the jazz classic “Hit the Road Jack” by Ray Charles. At fifteen, I was arraigned before a juvenile court in Omoku for singing a love song that contained the word “kiss” to the princess of Ogbaland at Ahia Orie market square; though discharged and acquitted, I was bound over to be of good behavior for six months. At sixteen, I got de-robed from the choir of St. Michael’s Church, Omoku for buying a guitar and audaciously changing my name from Enoch. At seventeen, I had my debut at Okechukwu’s birthday party where the girl, who is the primary focus of this piece, did not dance. During the party. I performed three songs: (1) “All My Loving” by The Beatles, which was the song that took me to the juvenile court, (2) “Midnight Hour” by Wilson “Wicked” Pickett and (3) “Please Don’t Tease” by Cliff Richard.

These songs are laden with amorous innuendos and have the words “kiss” and “love”, which were considered sacrilegious in those days. The veiled explicitness of Wicked Pickett’s lyricism didn’t help matters either; it added to the excitement, which became more palpable and the connection between crowd and artiste grew more profound, when Innocent Masi (now Dr. IA Masi mni) placed a five shillings note on my forehead. Everyone at the party virtually summersaulted on the dance floor, which was the interior balcony of Ogbowu’s house, the most beautiful house in Omoku then. The next day, the chiefs held an emergency meeting at the home of Chief S.O. Masi who was Commissioner of Onitsha Province during the First Republic; that province is now Anambra State. The single item on the agenda was the worrisome activities of the youths.

At the end of the meeting, a chief, whose name and the first book of the Gospels would tango smoothly to the rhythms and rhymes of poetry, threatened to shoot me if he ever saw me near his house with my jita. I perfectly understood his predicament; he had many pretty daughters. Poor fellow, unbeknownst to him, I was yet to know the difference between the birds and the bees. The next evening, Monday Wokocha (late Professor Addison), Gary Omo-Odi and I dared the chief in a daredevil episode that belongs in another narrative. He shot…in the air. That day, my parents seized my guitar and grounded me. Subsequently, my uncle Nwachuku whisked me off to Port Harcourt. Back to the party; yes, everyone at the party virtually summersaulted except a girl from Obite who didn’t step on the dance floor. She was slim, beautiful and quite tall for girls (even for boys) of that era; so, she stood very elegant.

Beyond the call-response greetings that characterize the socio-culture of the people of Ogba and Egbema, she was almost taciturn; she was shy and rarely spoke except when spoken to. However, she had a smile that lit up the environment as it contrasted with her ebony skin that glowed with the radiance of youth. I think Kamala Harris placed an order for that specific smile from the warehouse of the Divine on her way to this dimension. The girl who didn’t dance was Ngozi Elemele; daughter of Chief Samuel Elemele, a devout Christian, business man and highly patriotic Ogba man from Obite. Ngozi’s refusal (or was it inability?) to dance made us tease her that she has “two left legs” hence she couldn’t move them to the pulsating and compulsive rhythm of pop music. She just kept on smiling and that was an impregnable armor against our social arrows.

That calmness under relentless peer pressure earned her the moniker “Nwanjinwa” (Girl Nextdoor) amongst us; it contrasted with “Okoronwangbogbo”(prodigal son), which the vicar at St. Michael’s tagged me as he de-robed me from the choir. Those were the heady days of our lives. In 2024, a social commentator subjected the youths of Ogba/Egbema of that era to a critique. He observed that, irrespective of their youthful exuberance with a dose of mischief, that generation of Ogba/Egbema youths effectively took advantage of the ample educational opportunities provided by government immediately after the civil war. Also, he noted that that party produced four medical doctors, two lawyers, one architect, two general managers of parastatals, two chairmen of local government, three permanent secretaries, one head of service, three professors, and a deputy governor.

Concluding the analysis, the critic held that while many in the group held more than one position in the categorization, Ngozi Elemele, the girl who didn’t dance, held more top level public positions than the rest. She was Permanent Secretary, Commissioner, became Professor and is now Deputy Governor. Today, the Obite girl who didn’t dance at the party in 1968 is gracefully and elegantly waltzing at the center stage of Rivers State politics as Her Excellency, Prof Mrs. Ngozi Nma Odu DSSRS, the Deputy Governor of Rivers State. Her excellent performance in public office is a product of decades of fierce focus on the future, dedication and devotion to duty, resolute resilience, humility and simplicity; years spent climbing the arduous ladder of mainstream bureaucracy from Grade Level 08 to the apex of the pyramid, serving as Commissioner and thereafter venturing into the intellectually challenging trajectory of academics and also peaking at the apex of professorship and, eventually, clenching the coveted position of Deputy Governor of Rivers State.

Naturally, I was very delighted and humbled by the honor and privilege of being chairman of the occasion where Akabuka Community honored Her Excellency with a grand reception on October 25, 2025. It was very gratifying that her boss, His Excellency Sir Siminalaye Fubara GSSRS, supportively graced the occasion as Special Guest of Honor, a reflection of humility and simplicity in high profile office, which is uncommon in our society. Who says focus, determination, drive and hard work do not pay? They did then; they do now and they always will. Are the youths of today listening? “He that hath ears to hear, let him hear” (Matthew 11:15).

Akparikolamo!!!

By: Jason Osai