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.
Trails Of Natural History
Natural history should be understood here to mean unbiased, undistorted and comprehensive records of all the experiences, including thoughts and deeds, of all creatures that have existed on Earth. Known as Akashic record in some cosmogony, such undistorted blueprints, as they relate to individual human beings, are stored in genetic memory bank which scientists call deoxyribonucleic acid (DNA). Human blood is the common physical fluid through which this indelible record is encoded and transmitted, generation after generation.
Humans, being endowed with a free will, by which means every individual has the freedom to make personal decisions and choices, are thus provided with a rudder as a navigational tool in the journey of life on Earth. Thus, whatever the contents of the blueprint that an individual comes into incarnation with, the duty and right for a free navigation through life remain as inalienable rights. So, with such rights every individual is daily adding, subtracting, adapting and moving forward, forced by personal experiences to acquire increasing recognition of the true realities of life. Bitter experiences teach better!
Therefore, the genetic memory bank which is borne via everybody’s blood system is a fluid rather than a fixed record, because what we call fate or destiny is alterable, not irreversible. By the exercise of individual freewill, the duty and right of free choices and decisions remain as everybody’s means of disentanglement or further entanglements, in the affairs and bargains of life. To say that everybody bears the trails of natural history, is to affirm that everybody carries the contents of everything pertaining to himself, spanning over thousands of years.
Emerging DNA technology will, no doubt, alter many strongly-held belief systems and ideas about human life; including the fact that Earth-life is a shuttle. A child born today is obviously not a new comer on Earth, just as records of such child’s previous embodiments can be readily dug out from the archives of natural history. Efforts in this new direction of exploring the apparently inexplicable mysteries of life are quite expensive to delve into. Pioneers and explorers in that direction seek neither publicity, recognition nor distraction, for obvious reasons, especially where ignorance is bliss.
Prejudice, myopia and conceit stand strongly against progress in this newly emerging DNA technology, not only because it does not offer cash or power, but more because of possible dethronement of many empires. For example, the science of cloning has advanced, veering into transmigratory controversies, with experiments of infusing the blood or breath of some donors or volunteers into a dying person, thus extending life-span. Alteration of personality and consciousness can also be made possible through such controversial practices and experiments. Dangerous aspects of such experiments include the creation of crude monsters as humans, with animal propensities.
Obviously, experiments in this line of research are done under utmost secrecy with intruders visited with ruthless penalties. Defunct Union of Soviet Socialist Republics (USSR) was noted for carrying out various unconventional research activities, especially in alteration of brain and personality postures. Prisoners of war as well as captured spies and secret service agents became ready guinea pigs for such unconventional brain research activities whereby humans were turned into zombies.
There were a few cases where surviving victims of such experiments later became themselves and took legal actions which had to be halted for security reasons, but with out-of-court settlements made. It also came to light how security vote which is not subject to public audit can be applied for unethical projects. Between 1952 and 1960, records of unethical research projects were systematically destroyed and obliterated, but with the methods of proceedings altered to reflect some semblance of transparency and accountability. Yet, motives for such explorations remain same, which include being a step above, and having an edge over contenders.
Keeping security, national interests and politics of survival aside, it is a healthy practice for individuals, organisations and nations to explore and seek to grasp the realities of life. Neither is it healthy or reasonable to remain caged and boxed up by the doctrines, assertions and dogmas of intellectual humanity and orthodoxy. It is of importance to note that human progress in the recognition of the truth and realities of life has been hindered largely by prevailing human institutions via narrow interpretations of the issues of human existence.
Natural history via carbon dating and DNA technology reveal much that an average person would describe as unacceptable. New fields of academic studies such as regression, anamnesis, altered states of consciousness, etc, which are common in some universities, would be rejected as appropriate in any Nigerian university. It is true that a number of academic studies, including phrenology, had been discredited and expunged from the curriculum, yet there are new emerging disciplines not common in conventional institutions.
It is also true that a number of research or study activities pander to human ego, vanity and tend to serve dark purposes, yet, there are more issues that remain vague and unknown to humans. We cannot doubt the fact that human consciousness is an ever expanding poll, neither can we drink up all the water springing up therefrom. But human dogma and conceit are worse than the impetuous drive to explore unknown realms of life. Galileo (1564-1642) who asserted that the Earth moves round the sun was imprisoned for five years!
Current awareness which is gaining grounds gradually is the fact that trails of natural history is not only real but can be readily explored and downloaded. Everybody is not only a carrier and bearer of the totality of his or her own record of existence, dating thousands of years, but such individual records can be downloaded. Unfortunately, contents of such records can be quite shocking, shaming and unbelievable if made available to the individuals concerned. The phenomenon of stigmata has been an inexplicable mystery to many people, but the truth can be shocking and revealing, of which a 1927 incident ranks high.
Keeping phrenology, palmistry and such stuff aside, the blood of every individual is a personal identity as well as gateway to personal archives. At least the aura radiating from individuals reveal a great deal about people, for those capable of perceiving such radiations. Neither can anyone hide or obliterate his personal identity. One grace which everyone enjoys is the non-disclosure of the contents of individual natural history, so that people would not hang from the fear of what trails them, unseen by them. Wise ones strive diligently to reduce dark burdens.
By: Bright Amirize
Dr Amirize is a retired lecturer in the Rivers State University, Port Harcourt.
Time For The Needful
As a way of providing a solution to the Boko Haram insurgency that has been bedeviling the country for decades, many suggestions have been made by groups, individuals, including security experts. One of them is that government should declare the group terrorists.
Early in the week, the Katsina State House of Assembly joined in making such call against bandits. That was part of the recommendations of its committee on Security’s investigation into incessant activities of bandits which said that the declaration of bandits as terrorists would give the military, the police and other security agencies the power to deal with them accordingly.
In the words of the Committee chairman, Alhaji Muhammad Abubakar: “During our investigation, we realised that the Security Containment Order signed by Governor Aminu Masari recorded a lot of successes in inhibiting the bandits. We have realised that attacks, kidnapping and killing of people by bandits have reduced by about 35 per cent”.
A similar call had been made by both the federal and state lawmakers in the recent past, asking President Muhammadu Buhari to declare bandits terrorists and enemies of the state in accordance with the law, so that the military will be decisive and firmer in dealing with them.
An online dictionary, vocabulary.com, defines a terrorist as someone who uses violence, mayhem, and destruction — or the threat of those things — to coerce people or countries into taking a certain action.
Section1(2) of the Prevention of Terrorism Act 2011, is explicit on what should be regarded as terrorism in Nigeria: “(2) In this section ‘act of terrorism’ means an act which is deliberately done with malice, aforethought and which: (a) may seriously harm or damage a country or an international organisation; (b) is intended or can reasonably be regarded as having been intended or can reasonably be regarded as having intended to (i) unduly compel a government or international organisation to perform or abstain from performing any act; (ii) seriously intimidate a population; (iii) seriously destablise or destroy the fundamental political, constitutional, economic or social structures of a country or an internal organisation; or (iv) otherwise influence such government or international organisation by intimidation or coercion and (c) involves or causes as the case may be an attack upon a person’s life which may cause serious bodily harm or death;
(i) kidnapping of a person (ii) destruction to a government or public facility, a transport system, an infrastructural facility including an information system, a fixed platform located on a continental shelf; a public place or private property, likely to endanger human life or result in a major economic loss; (iii) the seizure of an aircraft, ship or other means of public goods transport and diversion or the use of such means of transportation for any of the purposes in paragraph (b) (iv) of this subsection, (v) the manufacture, possession, acquisition, transport, supply or use of weapons, explosives or a nuclear, biological or chemical weapons, as well as research into, and development of biological and chemical weapons without lawful authority, (vi) the release of dangerous substance or causing fire, explosions or floods, the effect of which is to endanger human life; (vii) interference with or disruption of the supply of water, power, or any other fundamental natural resource, the effect of which is to endanger human life…” Any person who engages in any of the aforementioned should be called a terrorist.
The question then is, has Boko Haram or bandits as government would rather they be called, not been doing virtually all that is listed in the Act? They have carried out and continue to carry out unprecedented destruction of both human lives and property, kidnapped hundreds of people, including school children, many of who are still being held in captivity, destroy train tracks and put the lives of hundreds of people in danger, they have shot down a military jet, killed many military men, many schools in some northern states have remained closed for several months because the authorities cannot guarantee their safety, people are being prevented from accessing their farms leading to prevailing food shortage in the country.
Just last Sunday, the former Federal Capital Territory (FCT) Director of Protocol, Alhaji Sagir Hamidu, was reported killed and scores of other travellers kidnapped on Kaduna-Abuja Road. Yet we remain comfortable pampering the apparent networks of sophisticated criminals with soothing names – armed herdsmen, kidnappers, criminals, bandits and so on, even when their onslaught is adjudged more devastating than the activities of a freedom fighting group from the South-Eastern part of the country that had long been proscribed by the federal government.
The reluctance of the federal government in declaring the bandits as terrorists, dealing with them the way they deserve is seen by many as the reason for the boldness of the criminals in daily carrying out their criminal activities. Banditry, kidnapping and terrorism have become big business in Nigeria both for the sponsors and those in the actual act. Report has it that the Nigeria Air Force has stated that they cannot deploy the Super Tucano jets recently acquired on bandits but only on terrorists in accordance with their agreement with the United States of America who sold them to Nigeria.
Not a few concerned Nigerians will, therefore, want to know why the government finds it difficult to do the needful. Is the government afraid that labelling the bandits, Boko Haram, herdsmen or whatever they are called, terrorists may lead to some greater consequences for the nation as postulated by their self-appointed spokesperson, Sheikh Ahmad Gumi? Could it be that the president is hesitant because he is from the same region with those engaged in these terrorism acts as being insinuated?
Nigeria is currently on fire because of the activities of the bandits. Known and unknown gunmen are making life hellish for the citizens and the time for President Muhammadu Buhari, the Attorney General of the Federation and all those who have any role to play in proscribing the bandits to put sentiments aside and do the expected in the interest of the nation and the citizens. The insecurity situation in the country is not insurmountable if our leaders are sincere and willing to deal with it. This I believe.
By: Calista Ezeaku
Having participated in an international conference recently, one is in a position to share with fellow Nigerians what it takes to build a nation without making any noise about it. Emphasised at that conference was the fact that ego and vanity stand in the way of effective national development, of which politicians are in the forefront as hindrance in the task of identification of talents and abilities. The theme of that conference was the collaboration between the public and private sectors of the economy with universities, for an effective nation- building; tripartite partnership!
Result of the recently concluded Anambra State Governorship election can serve as a peg for what the conference sought to promote in modern Nigeria, namely: excellence. Common drives and predilections of the average human being were examined, which included the desire to be heard and seen, even when there is little to offer humanity in terms of lasting values. Next to that predilection is the tendency to feel hurt or bitter that someone else is doing better, in spite of throwing one’s weight about and seeking for recognition. Sour-grape syndrome!
‘Silent builders’ was a term used for the few unassuming people in every society who would serve with conviction, commitment and patriotism, but without seeking for recognition, acclaim or monetary rewards, as prime motive for serving. Late Captain Elechi Amadi (rtd) raised this issue long ago when he said that the Nigerian society rarely places value on hard work, naked honesty and sacrifices. Therefore, playing to the gallery and hypocrisy became the norm in Nigerian public life. We want to rise and shine!
Every society on Earth is in a fluid state, with nothing static, but progressing either forward or backward, of which three factors force changes to take place. Those three factors are rapid growth in human population, human aspirations and human knowledge. Population increases bring pressures on available resources, forcing everyone to hustle and strive to survive. Increasing human aspirations force every adult to make some impact in the society, which can be in a positive or negative way, with human ego playing a role. And then rapid increase in human knowledge forces everyone to adapt and adjust to the demands of the moment. For example, computer literacy is a driving force in modern knowledge.
Then come human failures, of which indolence or the inability to rise up to what current challenges demand, of every individual, count as vital causes of human inequality. Thus, humans can be classified into two broad groups, namely: conservative and progressive groups of people. While the conservative elements would live and want to stay put on past glories, achievements and ideas, there would be progressive people who would explore new challenges, in spite of uncertainties and sacrifices demanded. Surely, inequalities exist among humans, arising from how people face challenges and exert personal abilities. Parasites also exist!
While some people would want to run too fast and bite more than they can chew at a time, there are also those who would be more calculating, cautious but forward-looking. For those who stand still and want to be served or told what to do, there is always a choice to rise to what the current situation demands, or stand still even when they can move.
A major challenge for the average Nigerian at this moment is, as Alex Haley would say: “either you deal with what is the reality, or you can be sure that the reality is going to deal with you”. What then is the reality? The stark reality is that every adult Nigerian is on his own, owing himself the duty to think and choose for himself, with a personal conviction and value that can ennoble rather than debase life. If Anambra voters can reject bribes to sell their votes and personal convictions, then there is hope that all Nigerians are not for sale. Those who choose to be bought and sold like commodities may wake up at their own time.
Silent builders, as depicted in an international conference, are mature and unassuming citizens of any nation whose values, actions and reactions to issues are not teleguided by the clamour of the masses, myopic interests or the lure of material gains. Silent builders are those who, like the last president of apartheid South Africa, recognise that there is tomorrow and yet another tomorrow and, therefore, remember that the bread we cast upon the sea returns to us after many years. Unfortunately, there are many leaders, including those in the ecclesia, who would not remind us that life is a shuttle, whereby we reap everything we sow.
Despite available opportunities for rapid changes, of which international conferences are ready means of acceleration of human consciousness, many people choose to remain conservative and bask in past glories. It is particularly important to highlight the fact that institutions which obstruct rapid human progress are political, ecclesiastical and academic structures, where conservatism and myopic interests predominate. Radicalism may not be the answer, neither would remaining fixated in a boxed position help matters.
Without asking for a consultancy fee, one is offering Nigerian authorities key issues stressed as vital in nation -building. Without inviting foreign consultants and Nigerian experts in diaspora, the following steps can be explored. The Nigerian public and private sectors should combine efforts from the university community to work out a road map for this country. If we can keep politics, personal ego, vanity, conceit and certificate-based claims aside, it would be possible to extract the best and unrecognised and untapped abilities from among Nigerians. It is true that some conservative people would kick against this move.
Real knowledge and expertise are not the exclusive preserves of the academic industry; rather, private industries through practical experiences, have much to offer the Nigerian economy. From agriculture to zoology, expertise and excellence abound in the private sector, but the conceit of bureaucracy and arrogance of the academia would not want to consult the private sector as partners in nation- building. Through practical experiences but with no certificate to show for it, there are Nigerians who are in a position to add great value to the academic sector. But silent builders would not want to be rubbished, mocked and humiliated by bureaucrats and egg-heads! They are not beggars!
Silent up-builders are usually unassuming, humble and sensitive people who place more value on their personal conviction and missionary zeal than on publicity and monetary gains. When approached or consulted in a proper way, some of them would want to help, but not without the condition of not wanting to be dragged into toxic politics. They may volunteer to teach university students on part time, if no one would be more interested in what certificates they have!
Dr Amirize is a retired lecturer in the Rivers State
University, Port Harcourt.
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