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For Effecctive Corporate Governance

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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

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Opinion

16 Days Of Activism Against Gender-Based Violence

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November 25 marked the beginning of the 16 Days of Activism against Gender-Based Violence, which ends on International Human Rights Day, December 10.
As the U.S. Ambassador to the Federal Republic of Nigeria, a leader, and a woman, gender equality and women’s empowerment are causes that are near and dear to me. They are also priorities for the U.S. government at home and around the world.
President Joseph Biden has made gender equity and equality a cornerstone of his administration, with a first-ever national strategy to advance the rights and empowerment of women and girls.
The Department of State has an office dedicated to Global Women’s Issues and the United States globally contributes over $200million annually towards gender equity and equality programming.
In Nigeria, the U.S. Mission works to promote environments that support women’s economic success, to address challenges that hold women back, and to empower Nigerian women to do the same. Nations that have gender parity have greater economic and developmental growth, less conflict, and higher rates of literacy than those that do not.
Fundamentally, we see it as our duty – and that of everyone who seeks a just and equitable society – to ensure women and girls have opportunities not just to participate but also to lead in all aspects of life.
As Chimamanda Ngozi Adichie said earlier this year at our International Women’s Day gala, “Women for so long have been excluded and now we are slowly righting the wrongs of history.” The U.S. Agency for International Development (USAID)’s five-year plan, initiated in 2020, highlights gender inclusion as a cross-cutting issue required to achieve Nigeria’s development objectives. The strategy prioritises narrowing gender gaps and equalising access to health care, agriculture, education, economic empowerment, political participation, and peacebuilding.
Equitable treatment of women is something we can all agree on, and it is the underlying requirement for addressing gender-based violence (GBV). Last year, USAID promoted an integrated, comprehensive package of community interventions, including health and counselling services, to prevent and respond to GBV.
To decrease social tolerance for GBV, our partner Breakthrough Action – Nigeria (BA-N) delivered integrated messaging on GBV through mass media, community structures, and religious channels. BA-N also strengthened community volunteers’ skills to identify and refer GBV survivors to USAID-supported services, such as primary health facilities.
Simultaneously, activities such as the Integrated Health Program supported the Federal Ministry of Women’s Affairs to select national GBV indicators to increase GBV reporting across sectors. USAID supported the Federal Ministry of Health to adopt World Health Organization post-GBV clinical care guidelines.
United with the Nigerian government, the private sector, and civil society, we were able to simplify the most complex concepts of GBV, and thereby shape Nigeria’s National Strategic Health Development Plan II to better address this vital issue.
As Africa’s largest democracy, Nigeria sets the tone for the rest of the continent. Nigeria has done so much to advance women’s issues, including the passage of the Violence Against Persons Prohibition Act and the implementation of the National Gender Policy.
However, there are still many structural inequalities that impede women’s access to economic resources and opportunities and that hinder women’s full participation in society. According to the World Economic Forum’s 2021 Global Gender Gap Index, Nigeria ranks 78th out of 156 countries in terms of economic opportunities for women.
Nigerian women’s full participation in public life is fundamental both to reducing their vulnerability to GBV and to sustaining Nigeria’s vibrant democracy. Yet, women and girls often face high barriers in electoral politics, governance, and peacebuilding.
Nigeria’s representation of women in state and national government stands at only four percent in elective office and 16percent in appointed positions. Women not only lack a platform, but their viewpoints are also excluded from the decision-making process.
The upcoming 2023 elections present a critical opportunity to include more women in leadership positions in government. Throughout this election season, Mission Nigeria will be working with local organisations specifically to reduce violence against women in politics and during the elections.
Together, we will work to strengthen the capacity of women’s groups to advocate for laws and policies that provide better protections for women. In return, we hope more women will run for office, join a campaign, or serve in the next administration.
Recognising the challenges women face, the United States will continue to support Nigerian women to realise greater productivity, economic diversification, and income equality. We will continue to push for full implementation and enforcement cooperation of laws and regulations already enacted, with emphasis on criminal accountability for those complicit in violations of the law.
And we will continue our long-standing partnership with the Nigerian government, the private sector, and civil society, to each do our part to build a more gender-inclusive society, where women and girls are not only safe from gender-based violence but can reach their full potential.

By: Mary Beth Leonard
Leonard, US ambassador to Nigeria, wrote from Abuja.

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Nigeria Is Ripe For BVAS

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The voice of the unpatriotic is unmistakable in the respect that even after 108 years of our marriage, and 62 years of our independence, there is scarcely any policy, technology, or structure that we are ripe for as a nation. And it does not matter if this new thing, whatever it is, happens to be the best for us as a nation. It does not matter if technical innovation is able to leapfrog us, such that we can take our place in the League of Nations. No. The voice of the unpatriotic becomes even loudest, especially when undue political or economic advantage appears to be slipping away, as might be the case in the current election cycle.

The audacity of those with a stranglehold on our country is palpable. Take, for example, the recent utterance of the Kano State Chairman of the All Progressive Congress, Abdullah Abbas in Gaya, when reiterated that the APC will capture Kano by hook or by crook. He said: “People are saying that I should stop saying the APC will capture Kano by hook or crook. I want to tell this gathering that the APC will capture Kano by hook or crook.
Such statements reveal the underbelly of the APC, its National Chairman, Senator Abdullahi Adamu, and others like them, whose chief aim is to retain Nigeria in perpetual infancy even when we have all that it takes. For these men, it is either we standstill or retrogress, not minding that the world continues to move forward. Senator Adamu played his hand during the recent visit of the Commonwealth delegation to the 2023 General Elections at the party secretariat in Abuja.

The APC Chairman voiced his doubt concerning the practicality of using the Bimodal Voter Accreditation System (BVAS) for the transmission of election results in real time from every part of the country. In his thinking, Nigeria is still technologically infantile to make such a quantum leap. To substantiate his position, he raised the issue of network coverage and electricity. But, as a former governor, he might be having selective amnesia. Because, he Must have been more privileged than most Nigerians to know the extent of, and the nature of terrorist operations even in the remotest parts of our nation.

But, of course, these concerns are only a window dressing to shroud the real intentions of his party, which is to derogate, vitiate, and sow distrust in the mind of millions of Nigerians against the capability and the credibility of the new technology. Ordinarily, some may argue that he spoke out of tune, but that thought perished when the party’s National Secretary, Suleiman Argungu doubled down when he stated that power supply would be a major issue in his home state of Kebbi. But again, this argument is pedestrian, in the sense that accreditation has been done using an electronic device provided by the Independent National Electoral Commission in recent elections.

Arguments of this sort from those who ought especially to know, signpost why Nigeria continues to wallow in underdevelopment always scoring own goals, while our target is within reach. We have bought the fallacy of ‘the nascent democracy.’ lying to ourselves that we are young in comparison to other enduring democracies. We say things like, it took America more than 200 years, and they are yet to get it right. But, we forget that when they started, knowledge was not ubiquitous, and that information took days, weeks, if not months to travel. Conversely, we can have the information we want right in the palm of our hands. And, if we have any deficiency, we can immediately bring experts from enduring democracy to train and equip us. No. our problems are self-inflicted, either through our collective actions or inactions. We are our own undoing by design.

The overarching interest of a few has jaundiced and beclouded the outlook of the many. We have accepted mediocrity as a national value and replaced robust debates on key national issues with religious and tribal sentiments and coyish acquiescence. Take, for example, the issue of the State Police, as far back as 2011; former President Goodluck Jonathan expressed the view of the National Council of State when he stated that the political state of the country as of that time was maladjusted for State Police. According to him: “State Police may be theoretically good, but looking at our political environment, it could be abused to the detriment of the country.” Since that time, the lie has been propagated, especially by people from one section of the country. And, they have done everything possible to ensure that the issue is never debated on the floor of both chambers of the National Assembly. You may recall that former Inspector General of Police, Ibrahim Idris echoed the same sentiment, when in July 2017, he mooted that Nigeria, as yet, lacks the political maturity for state police.

Even when the governor under the platform of Southern Nigeria Governors Forum summoned the gumption to demand the creation of state police, President Buhari went on an interview on Channel Television to raise the issue of abuse by governors. Sadly, he is also cut into the same web of abuse, particularly in the manner with which he has relegated Federal Character to the dustbin in his tenure. The fear of the APC and certain puppet masters behind the curtains of power, and control in this country is not unfounded. In fact, the handwriting is on the wall. These men are afraid of one cardinal mantra of a thriving democracy: which is one man, one vote. As February 2023 draws near, it is becoming clearer to them that any popular candidate can win an election in any part of the country. They are on the edge because the era of vote trafficking and vote dump is over. Besides, 2023 is a different kind of election year since our return to democracy in 1999.

This time Mohammadu Buhari is not on the ballot, and again, the battleground is in the North, particularly in three key states of Katsina, Kano, and Kaduna. In Katsina and Kano, it shall be a 3-horse race, but in Kaduna, between the APC, PDP, and the NNPP. However, Kaduna will be different; it will be a 4-horse race, considering that Labour Party’s Vice Presidential Candidate is from that state. Sadly, because the puppet masters are about to lose the ability to stuff ballot boxes, and write election results as they choose, they have taken to farting in the public, while working underground to oust INEC Chairman, Professor Mahmood Yakubu. Unfortunately for them, it appears President Buhari looks to sculpt the 2023 General Election into his magnum opus, after his disastrous seven years of misrule.
Thankfully, the INEC Chairman has sensed President Buhari’s posture and has started to act and speak with renewed boldness. He said: “As I have said repeatedly, the Commission’s allegiance is to Nigeria.

Our loyalty is to Nigerians who want free, fair, credible, and verifiable elections supported by technology, which guarantees transparent accreditation and upload of polling unit results for citizens to view in real-time on Election Day. It is for these reasons that the Bimodal Voter Accreditation System (BVAS) and the INEC Result Viewing Portal (IReV) were introduced. There is no going back on the deployment of BVAS and IReV for the 2023 General Election.”

INEC will deploy a total of 176, 846 Bimodal Voter Accreditation System for the February 2023 general elections, and an additional 17,618 BVAS machines for back-up, with two devices per registration area according to its National Commissioner and Chairman, Information and Voter Education Committee, Festus Okoye recently in Abuja. And, in this case of INEC, the Bimodal Voter Accreditation System, the INEC Results Viewing Portal, and the 2023 General Elections, the time is ripe for a change. Would 2023 General Elections be completely hitched free? I do not know. But I know that the narrow way to political progress and national development is littered with honest imperfections.

By: Raphael Pepple

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Underaged Voting: Going Beyond  Rhetorics

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It is always a delight listening to the popular and revered Kenyan orator, Prof. Patrice Loch Otieno Lumumba. He has a way of addressing the deep-rooted African problems including neocolonialism, corruption, poor leadership and others. A few days ago, for the umpteenth time, I listened to him on the radio talking about the greed and selfishness of African electorates who prefer crumbs from politicians’ tables to ideas that will guarantee a better future for their countries.  According to the professor of law who once headed Kenya Anti Corruption Commission, “The electorates have an insatiable thirst and hunger for things that they have not worked for.
They have been trained and they no longer listen to ideas. “…Many times, when you address the electorates and you are waxing eloquently telling them ‘When I am elected, I am going to ensure that we have good health services; we are going to ensure good schools; we are going to ensure that we create opportunity for innovation and invention and create opportunity for young men and women.” They are waiting for you to finish. They will tell you, “We hear you. We know you are going to do all those beautiful things but in the intervening period, I must eat. And therefore, no matter how beautiful your ideas are, if you don’t carry money on that day, your ideal like the elephant will never fly.”
Is that not the key problem with electorates in Nigeria? Nigerians are good at complaining about the numerous ills in our society, the age-long poor leadership, the failure of those in authority to handle the lingering insecurity in the country, our dwindling economy, lack of adequate attention to the education, health and other sectors of the economy and many others. We lampoon our elected leaders for their greed and selfishness and lack of interest in the affairs of the citizens, yet when it is time for us to elect those who will manage the affairs of the country, we put behind all reasonable consideration about a better Nigeria and prioritize our selfish interests. We stop thinking about Nigeria but rather focus on me, myself and I. The questions will become, who will butter my bread?  Through who shall I partake of the national cake. Hardly do people bother about what should be done to ensure that every Nigerian has a taste of the national cake .
Yes, Nigerian leaders, both past and present are largely responsible for the present sorry state of the nation but the led cannot be exonerated. Just look at the issue of underaged registered voters in the recently released preliminary voters register by the Independent Electoral Commission (INEC). There have been allegations by some Nigerians, including members of some political parties and Civil Society Organisations that there are obvious pictures of underaged persons on the register among other irregularities. Even the electoral body acknowledged that there are children voters on the register.  “The essence of putting out this is for Nigerians to help the Commission further clean up the voter register. We want people to look at the register and assist the Commission to check whether their names have been properly spelt; whether their personal particulars have been properly captured; whether some pictures are not upside down; whether there are still names of deceased persons on the register; whether there are obviously underage persons on the register so that we can correct them,” said Mr. Festus Okoye, INEC’s National Commissioner in charge of voter education and publicity.
The problem of underaged voters is not novel to Nigeria’s politics. It rears its head during virtually all general elections in the country. During every election video clips and pictures of children below the approved voting age of 18, queuing up to cast their votes make the rounds in both social and traditional media. Initially, it was associated with the northern part of the country, today, like cancer, the menace has spread to other parts of the country. And a basic question that needs to be asked is, who are the parents of these children? Why should parents allow their underaged children to register as voters? Why should parents allow desperate, so-called selfish politicians who they despise for making life unbearable for them to use their children to achieve their ulterior motives and jeopardize the process of electing credible leaders that would take the country out of the woods? Is it possible that they were paid by some politicians for those children to be used to beef up the votes?
Early in the week, the Conference of United Political Parties of Nigeria (CUPP) raised an alarm over an alleged plan by the ruling All Progressive Congress (APC) to rig the forthcoming election through digital vote-buying, tagged ‘Operation Wire-Wire’.  The alleged plan which has been denied by the APC is being perpetrated using various platforms and would see the party paying over 10 million voters electronically to purchase their votes.  This huge number of people are still the same Nigerians groaning because of bad leadership and intense suffering in the country. Some people are quick to tell you that poverty and hunger are the major reasons why people sell their votes. But we have seen both in Nigeria and other countries where poor people of high moral standard and integrity would reject money and other forms of inducements and choose the path of honour and national progress.
The truth is that many Nigerians have lost their values. We teach our children to tell lies, to cheat and do other bad things because of money without seeing anything wrong with that. Recently, during a school’s common entrance examination, pupils that were less than 10 years old were asked not to take part in the exam because they were underaged and would not be admitted in that school. Shockingly, some parents, mothers for that matter, drew their children aside and started telling them to claim they were 10 years and above when they were not. If we must get it right in this country, if we must have a country of our dreams where things work well and the citizens are happy,  we must begin to change our orientation and value system.  We cannot continue to place money over integrity, human dignity, national unity, patriotism and values of the national ethics and integrity policy and expect things to go well in the country. The 2023 general election is by the corner. Politicians are going round selling their ideas, their vision and plan for the nation. Is it not high time Nigerians weigh through these ideas and queue behind the candidates who have the best plans for the nation, states, local governments and our various constituencies instead of focusing on the immediate “stomach infrastructure” they are able to provide?
And for INEC, they should go beyond the usual rhetoric and find a lasting solution to the reoccurring issue of underaged voting so as to gain the trust of Nigerians. It is not enough for Mr. Okoye and other top staff of the Commission to promise Nigerians that no underaged person will be allowed to vote.  We heard such statements during previous elections but in the end, what happened? Nigerians will like to see INEC staff or whoever were responsible for the underaged registration punished for their illegal act.  Citizens want to see INEC tackle this problem using technology as they promised. Most importantly, political offices should be made less attractive in Nigeria. Politicians go to any length, spend millions to get into power because of the enormous gains and privileges attached to political offices in the country. There is no doubt that when these positions are made less attractive, the desperation to clinch elected offices will reduce and selfless leaders will begin to emerge across all levels.

By: Calista Ezeaku

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