Opinion

For Effecctive Corporate Governance

Published

17 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

One Attack Too Many

Published

1 day ago

August 17, 2026

The Tide

Quote: “Ogoniland does not need leaders competing over who can destroy another’s platform; it needs leaders competing over who can create more opportunities, empower youths and build a better future.”

The latest attack by Chief Gani Topba on the President of KAGOTE and Chief Executive Officer of Giolee Global Resources Ltd, Chief Lesi Maol, appears to have opened another troubling chapter in the politics of leadership and influence in Ogoniland. While disagreements are inevitable, the frequency and manner of attacks directed at individuals or organisations contributing to Ogoni development should concern every stakeholder. The concluded extraordinary meeting of Ogoni stakeholders in Bori was convened to deliberate on challenges confronting the people, including insecurity, farmers-herders clashes, youth disunity, education and development. It also considered harmonising the numerous youth organisations operating across Ogoniland under a strong and representative umbrella capable of giving Ogoni youths a more coordinated voice. One would have expected such an initiative to attract constructive contributions, especially from those with reservations about it.

Instead, the gathering and its organisers have come under criticism, raising a fundamental question: what exactly is wrong with Ogoni stakeholders coming together to discuss problems affecting their people? If there are legitimate concerns about the meeting, its organisers or resolutions, such concerns should be supported by facts and subjected to constructive engagement rather than personalised attacks. Leadership is demonstrated through service, sacrifice, participation and results. If Chief Gani Topba believes the stakeholders’ meeting was unnecessary or lacked legitimacy, nothing prevents him from convening another meeting and demonstrating that he can attract traditional rulers, professionals, academics, clergy and youths. Different approaches to development should therefore be allowed to compete on their merits.

The proposal for a unified youth platform should equally not be presented as an attempt to silence Ogoni youths. Rather, it should be examined against the reality of numerous organisations claiming to represent different segments of Ogoni youths. Too many competing organisations can create confusion, weaken collective bargaining power and make it difficult for genuine concerns affecting young people to receive coordinated attention. A credible umbrella body, if properly constituted and broadly accepted, could strengthen the voice of Ogoni youths and provide an organised platform for employment, education, skills acquisition, security and governance. Ogoniland has experienced enough institutional fragmentation. Its history contains painful lessons about divisions that allow personal interests, leadership struggles and competing platforms to overshadow collective objectives. The present generation should learn that destroying institutions one does not control damages society.

The question should be: who benefits when Ogoni youths remain divided and every attempt at unity is interpreted as rivalry? Against this background, KAGOTE deserves objective scrutiny rather than blanket condemnation. Any organisation with influence must be accountable, but accountability is different from a campaign aimed at delegitimising initiatives associated with its leadership. Chief Lesi Maol’s activities through KAGOTE and Giolee Global Resources Ltd have attracted attention in areas including skills development, education, youth empowerment and community support. Such interventions should be assessed on their impact and encouraged where they serve the public good. Those who believe Chief Maol is not doing enough should not stop at criticism. They should show Ogoni what they can do better. Where are the alternative skills programmes? Where are the educational interventions? Where are the youth empowerment schemes? Where are the community development initiatives?

It is easy to criticise someone who is building; it is harder to mobilise resources and sustain programmes that benefit ordinary people. This is not to suggest that Chief Maol or KAGOTE should be immune from criticism. No leader or institution should be beyond scrutiny, and legitimate questions about accountability must be welcomed. But responsible criticism should be based on facts, evidence and alternative ideas. Personal attacks and attempts to destroy initiatives simply because their leadership is not controlled by particular interests cannot provide the solutions Ogoniland needs. What is unfolding is bigger than one meeting, one statement or even two individuals. It reflects a broader contest over influence and leadership. If anyone believes KAGOTE is taking Ogoni in the wrong direction, the response is to present a better direction. If anyone believes Lesi Maol is not doing enough, the answer is to demonstrate what more can be done. Ogoni does not need leaders competing over who can destroy another’s platform; it needs leaders competing over who can create opportunities, improve education, promote security, empower youths and contribute to development.

The people are looking beyond rhetoric. They are examining records, observing programmes and measuring results. No individual owns the permanent right to speak for Ogoni or determine which organisation must survive or collapse. Ogoni must replace the politics of personal control with a culture of ideas, service, accountability and measurable achievement. Differences should produce better alternatives, not destruction. Every Ogoni leader and stakeholder should ask whether his actions are strengthening the region or deepening divisions. Ogoni needs people who can build bridges, institutions, opportunities and hope. Those who genuinely love Ogoni should support what is good, correct what is wrong and offer better alternatives. The future of Ogoni will not be secured by destroying its builders, but by encouraging more people to build.

onest people can reach different conclusions based on different experiences and information. Public debate should therefore remain respectful, evidence-based and open to correction. Truth is strengthened by honest examination, not insults, suspicion or personal attacks. The phrase “Truth has no agenda” carries a powerful message. Truth does not belong to any political party, ethnic group, religion or ideology. It cannot be permanently owned or manipulated by those in power. Governments change, institutions rise and fall, and public opinion shifts, but truth remains indifferent to popularity.The real test of character comes when speaking honestly threatens influence, privilege or personal advantage. It is easy to defend justice when there is nothing to lose. It is far more difficult when the truth may cost us something. That is when conscience must rise above convenience.

Society must therefore cultivate a culture where integrity is valued more than comfort and accountability is welcomed rather than feared. Leaders should learn to accept criticism without hostility, while citizens should express disagreement responsibly. Progress becomes difficult when honest questions are treated as acts of disloyalty. Ultimately, every society must choose the future it desires. A nation built on silence cannot sustain justice, while a community where comfort consistently outweighs conscience risks making injustice ordinary. But people committed to truth, even when inconvenient, lay the foundation for stronger institutions, trustworthy leadership and lasting progress. The call is not to condemn those who succeed or to glorify perpetual criticism. It is to remember that privilege should never silence principle, influence should never replace integrity, and personal gain should never outweigh the public good. Truth has no hidden agenda. It seeks neither applause nor favour. It simply asks to be spoken, defended and lived. When truth is silenced by comfort, everyone eventually pays the price.

By: King Onunwor

Opinion

When Comfort Silences The Truth

Published

2 days ago

August 17, 2026

The Tide

Quote: “Privilege should never silence principle, influence should never replace integrity, and personal gain should never outweigh the public good.”

There is an old saying that truth does not fear investigation. Genuine truth neither depends on applause nor seeks permission to exist. It remains constant whether celebrated or rejected, defended or ignored. Yet, in today’s society, truth often competes with comfort, convenience, loyalty and personal interest. This raises an important question: Can a person remain objective after beginning to benefit from the very system he once criticised? Throughout history, reform movements have been driven by courageous individuals willing to challenge injustice despite personal risks. Their commitment to truth sometimes cost them popularity, comfort, freedom and even their lives. History has also recorded instances where influential voices became quieter after receiving appointments, promotions, contracts, political favours or other advantages.

While motivations cannot always be known, such patterns remind us that personal benefit can sometimes influence public conviction. Human beings naturally seek security, stability and opportunities for themselves and their families. There is nothing wrong with success or advancement. The concern arises when personal comfort replaces public responsibility, or privilege becomes a reason to ignore problems affecting others. One of the greatest dangers facing society is not only corruption or poor governance but the normalisation of silence. Systems rarely collapse overnight. They deteriorate gradually when people who know better decide that speaking the truth is no longer worth the personal cost. Every society therefore depends on citizens willing to ask difficult questions, demand accountability and defend justice, regardless of who benefits or feels uncomfortable.

A person who benefits from a broken system may become less inclined to challenge it. This is not true of everyone, and individuals should not be judged without evidence. Many principled people continue to advocate reform while working within imperfect institutions. Nevertheless, personal interests can sometimes soften criticism, dilute conviction or redirect attention from uncomfortable realities.Perhaps the greatest threat to truth is not open opposition but quiet compromise. Censorship is easy to recognise; silence purchased through convenience is harder to detect. When people gradually stop asking questions, demanding transparency or defending principles they once considered important, society should ask whether something has changed. Perspectives may genuinely evolve with new information, but incentives can also influence what people say—or choose not to say.

This is why citizens should not place blind trust in personalities. Ideas, principles and actions should be examined independently. Loyalty to individuals must never exceed loyalty to truth. Political affiliation, professional status, financial success or social influence should not exempt anyone from accountability. A healthy democracy depends on independent thinking, not unquestioning allegiance.The responsibility to speak truth does not belong only to journalists, activists, judges, religious leaders or opposition politicians. It belongs to every citizen. The teacher who refuses to manipulate facts, the public servant who rejects corruption, the business owner who acts with integrity, the parent who teaches honesty and the young person who chooses principle over popularity all contribute to a more just society. However, defending truth also requires humility.

We must not assume that everyone who disagrees with us has been compromised.

By: Michael Abraham

Opinion

Poor Federal Roads: The Oshiomhole’s Outburst

Published

2 weeks ago

August 3, 2026

The Tide

Quote:”Although the Federal Ministry of Works is responsible for road construction and rehabilitation while the Federal Roads Maintenance Agency (FERMA) oversees maintenance, road maintenance has consistently taken a back seat”

The recent outburst by the lawmaker representing Edo North Senatorial District, Senator Adams Oshiomhole, over the deplorable condition of federal roads in Edo and Delta states has once again drawn national attention to one of Nigeria’s most persistent infrastructure challenges. During Senate plenary last Wednesday, Oshiomhole criticized the Minister of Works, David Umahi, accusing the Federal Ministry of Works of neglecting major federal highways in Edo and Delta while prioritizing new road projects. According to him, the government should focus on rehabilitating existing roads that have become impassable before embarking on new construction. He identified the Benin-Warri, Benin-Asaba, Benin-Auchi and Auchi-Okene highways as strategic economic corridors that have deteriorated to alarming levels, making travel difficult for commuters and motorists while increasing the cost of transporting goods and services.

The senator also alleged that road projects affecting Edo and Delta states were repeatedly omitted from budgetary provisions and that some interventions were only undertaken following directives from President Bola Tinubu. Ironically, the Federal Government has consistently reiterated its commitment to reconstructing and rehabilitating federal roads across the country. The Minister of Works has repeatedly assured Nigerians that the government is deploying reinforced concrete technology to build more durable highways capable of withstanding the country’s climatic conditions. Despite these assurances, vast sections of federal road across the country remain in deplorable condition. The consequences are enormous. Federal highways serve as the backbone of the nation’s economy, carrying more than 90 per cent of passengers and freight.

They connect ports, airports, industrial centres, state capitals and agricultural belts, facilitating the movement of food, fuel, cement and manufactured goods. When these roads fail, the entire economy suffers. Although the Federal Ministry of Works is responsible for road construction and rehabilitation while the Federal Roads Maintenance Agency (FERMA) oversees maintenance, road maintenance has consistently taken a back seat. The result is a recurring cycle in which newly completed roads quickly deteriorate while existing ones are left to collapse. The economic consequences are severe. Bad roads increase transportation costs, contribute to food inflation, delay the movement of goods from ports to markets, increase vehicle maintenance expenses and lead to avoidable road crashes that claim countless lives every year.

To address these challenges, the Federal Government has introduced initiatives such as the Highway Development and Management Initiative (HDMI), which seeks to attract private investment into road maintenance through concessions and tolling. While the initiative holds promise, public acceptance will depend largely on visible improvements in road quality and transparent management of toll revenues. Similarly, the Road Infrastructure Tax Credit Scheme is designed to encourage companies to finance the reconstruction of strategic highways in exchange for tax credits. While the scheme has shown promise, its ability to address road infrastructure challenges equitably across the country remains to be seen. Other countries facing similar infrastructure challenges have demonstrated that sustainable road management requires a different approach.

Rwanda and Morocco, for instance, have prioritized dedicated road maintenance funds, performance-based contracts that reward quality rather than kilometers constructed, and policies that allocate a significant proportion of road budgets to maintenance instead of new construction. Nigeria can draw useful lessons from these experiences. Maintenance funding should be increased and protected because preventive maintenance is far cheaper than complete reconstruction. Public-private partnerships should be expanded with adequate safeguards, transparent tolling policies and independent monitoring. Development finance institutions should support contractors with affordable financing to minimize disruptions caused by delayed government payments. Road designs should withstand heavier rainfall and flooding, while compensation and right-of-way issues must be resolved before projects begin to avoid unnecessary delays.

FERMA should also prioritize durable, high-quality road maintenance over the shoddy repairs that have become all too common. Ultimately, Nigerians are not asking for perfect roads; they simply want roads that are safe, durable and properly maintained. While new highways are desirable, a well-maintained five-kilometer stretch is often far more valuable to road users than a much longer road that quickly falls into disrepair. The media, civil society, the National Assembly and Nigerians must continue to hold the government accountable by monitoring road projects and demanding better results. Good roads are not a privilege but a right of every citizen. With tax credit schemes, concessions and other funding mechanisms already in place, what is now required is political will, transparency and consistent implementation. However, Senator Oshiomhole’s criticism also invites legitimate public reflection.

Many Nigerians have asked what the condition of these same federal roads was during his eight-year tenure as Governor of Edo State. Several governors, including those of Rivers State at different times, undertook repairs on critical federal roads within their states and subsequently sought reimbursement from the Federal Government. It is therefore fair to ask whether similar interventions were pursued during Oshiomhole’s administration. Public officials, whether serving or former, should be judged by the same standard. Constructive criticism is essential in a democracy, but it carries greater weight when matched by a demonstrable record of action. Nigerians expect those entrusted with public office to address pressing challenges while they have the authority to do so, rather than becoming vocal critics only after leaving office