Opinion
For Effecctive Corporate Governance
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
The line that separates betrayal and corruption is very thin. Betrayal and corruption are two sides of the same coin. Like the snail and its shell they are almost inseparable. They go hand-in-globe. Betrayal and corruption are instinctive in humans and they are birthed by people with inordinate ambition – people without principles, without regard for ethical standards and values. Looking back to the days of Jesus Christ, one of his high profile disciples-the treasurer, was a betrayer. Judas Iscariot betrayed Jesus Christ for just 30 pieces of silver. One of the characteristics of betrayers is greed.
So, when on resumption from his imposed suspension, the Rivers State Governor, Sir Siminilayi Fubara threatened to bring permanent secretaries who were found complicit in “defrauding” the State during the days of Locust and Caterpillar regime, he did not only decry a loot of the Treasury but the emotional trauma of betrayal perpetrated by those who swore to uphold the ethics of the civil service. Governor Siminilayi Fubara had least expected that those who feigned loyalty to his administration would soon become co-travellers with an alien administration whose activities were repugnant to the “Rivers First” mantra of his administration. The saying that if you want to prove the genuineness of a person’s love and loyalty feign death, finds consummate expression in the Governor Fubara and some of the key members of the State engine room
Some of those who professed love for Governor Siminilayi Fubara and Rivers State could not resist the lure and enticement of office in the dark days of Rivers State, like Judas Iscariot. Rather, they chose to identify with the locusts and the caterpillars for their selfish interest. Julius Caesar did not die from the stab of Brutus but by his emotional attachment to him, hence he exclaimed in utter disappointment, “Even you Brutus”. The wound of betrayal never heals and the scar is indelible. Unfortunately, today, because of gross moral turpitude and declension in ethical standards and values, betrayal and corruption are celebrated and rewarded. Corruption, a bane of civil/public service is sublime in betrayal. The quest to get more at the expense of the people is the root of betrayal and sabotage.
This explains why Nigeria at 65 is the World’s capital of poverty.
Nigeria is not a poor country, yet, millions are living in hunger, abject poverty and avoidable misery. What an irony. Nigeria, one of Africa’s largest economies and most populous nation is naturally endowed with 44 mineral resources, found in 500 geographical locations in commercial quantity across the country. According to Nigeria’s former Minister for Mines and Steel Development, Olamiekan Adegbite, the mineral resources include: baryte, kaolin, gymsium, feldspar, limestone, coal, bitumen, lignite, uranium, gold, cassiterite, columbite, iron ore, lead, zinc, copper, granite, laterite, sapphire, tourmaline, emerald, topaz, amethyst, gamer, etc. Nigeria has a vast uncultivated arable land even as its geographical area is approximately 923, 769 sq km (356,669 sq ml).
“This clearly demonstrates the wide mineral spectrum we are endowed with, which offers limitless opportunities along the value-chain, for job creation, revenue growth. Nigeria provides one of the highest rates of return because its minerals are closer to the suffer”, Adegbite said. Therefore, poverty in Nigeria is not the consequences of lack of resources and manpower but inequality, misappropriation, outright embezzlement, barefaced corruption that is systemic and normative in leaders and public institutions. According to the World Poverty Clock 2023, Nigeria has the awful distinction of being the world capital of poverty with about 84 million people living in extreme poverty today.
The National Bureau of Statistics (NBS) data also revealed that a total of 133 million people in Nigeria are classed as multi-dimensionally poor. Unemployment is a major challenge in the country. About 33 percent of the labour force are unable to find a job at the prevailing wage rate. About 63 percent of the population are poor because of lack of access to health, education, employment, and security. Nigeria Economic Summit Group (NESG) speculated that unemployment rate will increase to 37 percent in 2023. The implications, therefore, is increase in unemployment will translate to increase in the poverty rate. The World Bank, a Washington-based and a multi-lateral development institution, in its macro-poverty outlook for Nigeria for April 2023 projected that 13 million Nigerians will fall below the National Poverty line by 2025.
It further stated that the removal of subsidy on petroleum products without palliatives will result to 101 million people being poor in Nigeria. Statistics also show that “in 2023 nearly 12 percent of the world population of extreme poverty lived in Nigeria, considering poverty threshold at 1.90 US dollars a day”.Taking a cursory look at the Nigerian Development Update (NDU), the World Bank said “four million Nigerians were pushed into poverty between January and June 2023 and 7.1 million more will join if the removal of subsidy is not adequately managed.” These startling revelations paint a grim and bleak future for the social-economic life of the people.The alarming poverty in the country is a conspiracy of several factors, including corruption. In January, 2023 the global anti-corruption watchdog, Transparency International, in its annual corruption prospect index which ranks the perceived level of public sector corruption across 180 countries in the world says Nigeria ranked 150 among 180 in the index. Conversely, Nigeria is the 30th most corrupt nation in the ranking. It is also the capital of unemployment in the world.
Truth be told: a Government that is corruption-ridden lacks the capacity to build a vibrant economy that will provide employment for the teeming unemployed population. So crime and criminality become inevitable. No wonder, the incessant cases of violent crimes and delinquency among young people. Corruption seems to be the second nature of Nigeria as a nation . At the root of Nigerians’ poverty is the corruption cankerworm.How the nation got to this sordid economic and social precipice is the accumulation of years of corrupt practices with impunity by successive administrations. But the hardship Nigerians are experiencing gathered momentum between 2015 and 2023 and reached the climax few days after President Bola Ahmed Tinubu, who assumed power as president of Nigeria, removed the controversial petroleum subsidy. Since then, there is astronomical increase in transport fares, and prices of commodities. Living standard of most Nigerians is abysmally low, essential commodities are out of reach of the poor masses who barely eat once a day.
The Dollar to Naira exchange rate ratio at one dollar to N1,000, is the most economy-unfriendly in the annals of the history of Nigeria. The prohibitive prices of petroleum products with the attendant multi-dimensional challenges following the removal of the subsidy, has posed a nightmare better to be imagined than experienced. Inflation, has been on the increase, negatively affecting the purchasing power of low income Nigerians. Contributing to the poverty scourge is the low private investment due to.unfriendly business environment and lack of power supply, as well as low social development outcomes resulting in low productivity. The developed economies of the world are private sector-driven. So the inadequate involvement of the private sector in Nigeria’s economy, is a leading cause of unemployment which inevitably translates to poverty.
Igbiki Benibo
In today’s fast-paced, hyper-competitive world, the pursuit of success and growth has become an all-consuming force. Individuals, organisations, and nations alike, are locked in a perpetual struggle to achieve more, earn more, and surpass their rivals. Yet, beneath this relentless drive for progress lies a silent danger—the risk of self-destruction. This perilous pattern, which I call the self-destruct trajectory, describes the path taken when ambition and growth are pursued without restraint, awareness, or moral balance. The self-destruct trajectory is fueled by an insatiable hunger for more—a mindset that glorifies endless expansion while disregarding the boundaries of ethics, sustainability, and human well-being. At first glance, it may appear to promise prosperity and achievement. After all, ambition has long been celebrated as a virtue. But when growth becomes the only goal, it mutates into obsession.
Individuals burn out, organisations lose their soul, and societies begin to fracture under the weight of their own excesses. The consequences are everywhere. People pushed beyond their limits face anxiety, exhaustion, and disconnection. Companies sacrifice employee welfare and social responsibility on the altar of profit. The entire ecosystems suffer as forests are cleared, oceans polluted, and air poisoned in the name of economic progress. The collapse of financial systems, widening income inequality, and global environmental crises are all symptoms of this same relentless, self-consuming pursuit. To understand this dynamic, one can turn to literature—and to Charles Dickens’ Oliver Twist. In one of the novel’s most haunting scenes, young Oliver, starving in the workhouse, dares to utter the words: “Please, sir, I want some more.” This simple plea encapsulates the essence of human desire—the urge for more. But it also mirrors the perilous craving that drives the self-destruct trajectory. Like Oliver, society keeps asking for “more”—more wealth, more power, more success—without considering the consequences of endless wanting.
The workhouse itself symbolises the system of constraints and boundaries that ambition often seeks to defy. Oliver’s courage to ask for more represents the daring spirit of human aspiration—but it also exposes the risk of defying limits without reflection. Mr. Bumble, the cruel overseer, obsessed with authority and control, embodies the darker forces that sustain this destructive cycle: greed, pride, and the illusion of dominance. Through this lens, Dickens’ tale becomes a timeless metaphor for the modern condition—a warning about what happens when ambition blinds compassion and growth eclipses humanity. Avoiding the self-destruct trajectory requires a radical rethinking about success. True progress should not be measured solely by accumulation, but by balance—by how growth serves people, planet, and purpose.
This calls for a more holistic approach to achievement, one that values sustainability, empathy, and integrity alongside innovation and expansion
Individuals must learn to pace their pursuit of goals, embracing rest, reflection, and meaningful relationships as part of a full life. The discipline of “enough”—knowing when to stop striving and start appreciating—can restore both mental well-being and moral clarity. Organisations, on their part, must reimagine what it means to succeed: prioritising employee welfare, practising environmental stewardship, and embedding social responsibility in the core of their mission. Governments and policymakers also play a vital role. They can champion sustainable development through laws and incentives that reward ethical practices and environmental responsibility. By investing in education, renewable energy, and equitable economic systems, they help ensure that ambition is channeled toward collective benefit rather than collective ruin.
Corporate Social Responsibility (CSR) provides a tangible pathway for this transformation. When businesses take ownership of their social and environmental impact—reducing carbon footprints, supporting local communities, and promoting fair labour—they not only strengthen society but also secure their own long-term stability. Sustainable profit is, after all, the only kind that endures. Ultimately, avoiding the self-destruct trajectory is not about rejecting ambition—it is about redefining it. Ambition must evolve from a self-centred hunger for more into a shared pursuit of the better. We must shift from growth at all costs to growth with conscience. The future will belong not to those who expand endlessly, but to those who expand wisely. By embracing restraint, compassion, and sustainability, we can break free from the cycle of self-destruction and create a new narrative—one where success uplifts rather than consumes, and where progress builds rather than burns.
In the end, the question is not whether we can grow, but whether we can grow without losing ourselves. The choice is ours: to continue along the self-destruct trajectory, or to chart a more balanced, humane, and enduring path toward greatness.
Sylvia ThankGod-Amadi
