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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

Beyond Physical Intimacy In Relationship 

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Quote:”Love is not sustained by sharing the same bed or displaying affection in public; it is preserved by the daily investment of trust, understanding, empathy, and meaningful conversations. Two people can be physically close yet emotionally distant, because lasting relationships are built not merely on intimacy, but on the consistent nurturing of hearts that remain genuinely connected.”
In an age where relationships are often measured by appearances, social media posts, and outward displays of affection, many couples are discovering a painful truth: physical closeness does not always translate into emotional connection. Two people can share the same bed, hold hands in public, and even maintain a seemingly happy home, yet remain strangers to each other’s deepest thoughts, fears, dreams, and struggles. This reality is captured in the thought-provoking message that emotional intimacy goes far beyond physical intimacy. While physical attraction may ignite a relationship, emotional connection is what sustains it. When emotional bonds weaken, relationships begin to suffer quietly, often long before any visible signs of trouble emerge.
One of the greatest misconceptions about love is the belief that affection alone is enough to keep a relationship healthy. In reality, genuine love requires much more than romantic gestures and physical presence. It requires understanding, communication, trust, empathy, and the willingness to be vulnerable with one another. Without these elements, couples may coexist rather than truly connect. Many relationships today are experiencing a silent crisis. Couples are spending more time together physically but less time engaging meaningfully. Busy schedules, work pressures, financial challenges, digital distractions, and personal ambitions have reduced many conversations to routine exchanges about bills, children, responsibilities, and daily survival. The deeper conversations that nurture emotional intimacy are gradually disappearing.
As a result, many partners feel unseen, unheard, and misunderstood. They may be present in the relationship physically, but emotionally they feel isolated. This emotional distance often creates frustration, resentment, and loneliness. Ironically, a person can feel more alone in a relationship lacking emotional connection than when they are physically alone. The danger of emotional disconnection is that it rarely announces itself loudly. Unlike dramatic conflicts or public scandals, it develops gradually. It starts when couples stop sharing their feelings openly. It grows when assumptions replace communication. It deepens when one partner feels consistently ignored, dismissed, or taken for granted. Over time, the relationship loses its warmth and vitality.This explains why some marriages and relationships that appear perfect from the outside eventually collapse unexpectedly.
 Observers are often shocked because they only saw the physical togetherness, not the emotional distance that had been growing for years beneath the surface. Relationships do not usually break down overnight; they deteriorate through the accumulation of unresolved emotional gaps. Building emotional intimacy, therefore, requires deliberate effort. It is not a one-time achievement but a daily commitment. Emotional connection is built through consistent acts of attention, kindness, and understanding. It develops when partners genuinely listen to each other without judgment. It grows when people feel safe enough to express their fears, disappointments, and aspirations without fear of criticism or rejection. Trust plays a crucial role in this process. Emotional intimacy flourishes in an environment where honesty is valued and confidentiality is respected. When trust is broken, emotional walls quickly rise.
 Rebuilding those walls requires patience, sincerity, and a willingness to heal together. Another important ingredient is empathy. Every individual wants to feel understood. Sometimes partners do not necessarily need solutions to their problems; they simply need someone who listens and acknowledges their feelings. A relationship becomes stronger when both individuals strive to understand each other’s perspectives rather than merely defend their own positions. Quality time is equally important. In a world dominated by smartphones and endless digital distractions, couples must intentionally create moments of genuine interaction. Simple activities such as sharing a meal, taking a walk, discussing personal goals, or praying together can strengthen emotional bonds significantly.
These moments communicate an important message: “You matter to me.” Respect also forms the foundation of emotional closeness. Partners who consistently speak respectfully to each other, even during disagreements, create a healthier environment for intimacy to thrive. Emotional connection cannot flourish where there is constant criticism, ridicule, or contempt. Perhaps the most important lesson is that emotional intimacy is not built by grand gestures alone. It is cultivated through small, consistent actions repeated over time. A thoughtful conversation, a sincere apology, a word of encouragement, or a genuine expression of appreciation can have a profound impact on the health of a relationship. Ultimately, the strength of any relationship lies not merely in physical proximity but in emotional accessibility. The question is not whether two people occupy the same space, but whether they truly know and understand each other.
Lasting love is sustained when hearts remain connected even amid life’s challenges. As society continues to grapple with increasing relationship difficulties, couples must remember that emotional intimacy is not optional; it is essential. Physical attraction may bring people together, but emotional connection keeps them together. It is built daily through communication, trust, empathy, respect, and intentional effort. When emotional intimacy is nurtured, relationships become more resilient, fulfilling, and meaningful. And when two hearts remain genuinely connected, love does not merely survive—it flourishes
By: Sylvia ThankGod-Amadi
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Opinion

Yahoo Culture And Nigeria’s Moral Fabric

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Quote “A society that celebrates wealth without questioning its source gradually breeds a generation that despises hard work, glorifies fraud, and ultimately destroys itself from within.”
Nigeria’s battle against insecurity is not limited to terrorism. Another destructive force—popularly known as “Yahoo”—has steadily eaten into the nation’s moral and social fabric. Internet fraud, which has become synonymous with “Yahoo” in local parlance, poses a grave threat to Nigeria’s image, economy, and future. The activities of internet fraudsters have tarnished the country’s reputation globally. As a result, many law-abiding Nigerians abroad or seeking legitimate opportunities overseas often face suspicion and discrimination because of the notoriety created by these criminal elements. Originally, Yahoo was merely the name of an internet search engine created in 1994 by Stanford graduates Jerry Yang and David Filo. In Nigeria, however, the term has evolved into a culture driven by greed and materialism. It has become a disturbing subculture with its own language and values.
Expressions such as “mugu fall, guy man chop” celebrate the exploitation of unsuspecting victims, portraying fraud as intelligence and deceit as success. Yahoo boys are notorious for flaunting their ill-gotten wealth. They parade expensive cars, spend lavishly, and often display arrogance towards elders and society. Their extravagant lifestyle has even been blamed for rising rents and increased cost of living in cities such as Port Harcourt. Following crackdowns in Delta and Edo states, there have been concerns over the growing presence of these elements in Rivers State. What is particularly disturbing is that many of these young men and women, some as young as teenagers, have no legitimate source of income yet live in luxury. Their actions have ruined businesses, impoverished victims, and in some cases pushed people into depression, heart attacks, and suicide.
Yet, they continue to operate openly with frightening confidence. The prevalence of Yahoo culture reflects the deep moral decay in society. Sadly, some families not only tolerate the illicit activities of their children but celebrate and pray for their success. Anyone who condemns the practice often becomes the target of abuse and ridicule. A Port Harcourt-based pastor once experienced fierce backlash from Yahoo sympathisers after speaking against the menace. Nigeria’s permissive environment has unintentionally allowed the practice to flourish. Weak institutions, compromised law enforcement, and families unwilling to question the source of sudden wealth among unemployed youths have all contributed to the problem. The virtues of patience, diligence, and integrity are steadily being replaced by greed and a desperate desire for quick riches.
Perhaps one of the greatest casualties of Yahoo culture is education. The value of years of hard work and academic excellence has been diminished. Many young people now dismiss formal education as a scam, while apprenticeship and vocational training are increasingly looked down upon. The obsession with easy money has encouraged school dropout rates and undermined the culture of honest enterprise. An even more disturbing dimension is the emergence of what many describe as “Yahoo Phase II”—a phenomenon associated with ritual practices and occult beliefs. Although stories surrounding these practices are often difficult to verify, reports of ritual killings, organ harvesting, and other horrific crimes have heightened public fears. Young people seeking wealth at all costs are said to subject themselves to bizarre and inhumane instructions from self-styled spiritualists, resulting in unimaginable tragedies.
Regardless of the myths and realities surrounding these claims, one fact remains undeniable: the pursuit of wealth without values has devastating consequences. Society is increasingly witnessing cases of substance abuse, mental instability, and mysterious deaths among youths whose lives are built on criminality and desperation. Nigeria cannot afford to remain indifferent while a generation is consumed by greed and moral bankruptcy. Combating Yahoo culture requires more than arrests and prosecutions. Families must instill values of honesty and hard work. Religious leaders, educators, and community leaders must consistently promote integrity. Government institutions must strengthen the rule of law and ensure that crime does not pay. Above all, society must stop celebrating wealth without questioning its source. No nation can attain sustainable development when fraud is admired, hard work is ridiculed, and criminality is rewarded.
 The future of Nigeria depends on raising a generation that values character above riches and integrity above material possessions. If this dangerous culture is left unchecked, the consequences will be severe. But if the nation collectively chooses the path of morality, accountability, and industry, there remains hope that the tide can be reversed and the country’s dignity restored.
By;  Confidence Adoo
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Opinion

Good Health Through Socrates’  Prescription 

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Quote: “In an age of advanced medicine and endless health information, the greatest prescription may still be the oldest one: know yourself. True health begins when we understand our bodies, emotions, habits and choices.”
The 21st century has ushered in extraordinary progress in science, technology and medicine. Diseases that once claimed millions of lives can now be prevented or treated. Information is available instantly, while fitness applications, health trackers and modern healthcare facilities have become part of everyday life. Yet, despite these advances, many people continue to struggle with physical illnesses, emotional stress, anxiety, depression and lifestyle-related diseases. This contradiction raises an important question: Why are people becoming increasingly unhealthy in an age of remarkable medical advancement? Part of the answer may lie in the timeless wisdom associated with the ancient Greek philosopher Socrates: “Know thyself.” Though spoken more than two thousand years ago, these words remain profoundly relevant today. They remind us that genuine wellbeing begins with self-understanding.
Knowing oneself goes beyond knowing one’s name, occupation or social status. It involves understanding one’s body, emotions, habits, strengths, weaknesses and aspirations. It means recognizing how daily choices affect physical, mental and emotional health. In many respects, self-knowledge forms the foundation of healthy living. One of the greatest health challenges today is the tendency to ignore warning signs until serious problems emerge. Many people neglect symptoms such as persistent fatigue, poor sleep, chronic stress, unhealthy eating habits and lack of physical activity. Because they are disconnected from their bodies, they fail to recognize that their health is gradually deteriorating. A person who truly knows himself pays attention to these signals. Such an individual understands which foods nourish the body and which habits undermine health. They recognize when rest is necessary,
when stress levels become dangerous and when professional medical attention should be sought. Self-awareness encourages preventive action long before illness develops. The same principle applies to mental and emotional health. Modern life is filled with pressures. Social media often encourages unhealthy comparisons, while economic challenges, family responsibilities and workplace demands create enormous psychological burdens. Many people suffer silently because they have not learned to understand or manage their emotions. Knowing oneself means recognizing emotional triggers, vulnerabilities and sources of stress. It involves identifying feelings of anxiety, sadness, anger or frustration before they become overwhelming. Self-aware individuals are more likely to seek support, adopt healthy coping mechanisms and maintain emotional balance.
Self-knowledge also promotes discipline. Many of today’s health problems are linked to lifestyle choices. Excessive consumption of processed foods, alcohol abuse, smoking, substance misuse, physical inactivity and poor sleeping habits contribute significantly to disease burdens around the world. Most people are aware of these risks. The challenge is often not a lack of information but a lack of self-understanding. Individuals who understand their motivations, weaknesses and tendencies are better equipped to resist harmful habits and develop healthier routines. In this way, self-knowledge becomes a powerful tool for self-control. Socrates also taught that “the unexamined life is not worth living.” While philosophical in origin, this statement has practical implications for health. Examining one’s life encourages honest reflection. Are we eating wisely? Are we exercising enough?
Are we sleeping adequately? Are we managing stress effectively? Are we maintaining healthy relationships? These are not merely philosophical questions. They are essential components of a healthy lifestyle. Honest answers can reveal habits that require improvement and inspire positive change. Ironically, while technology has made health information more accessible, it has also made self-understanding more difficult. Many people spend hours following social media trends and public personalities while paying little attention to their own health. They know more about celebrities than they know about their blood pressure, sleep quality or emotional wellbeing. A healthier society will require more than modern hospitals and advanced medications. It will require citizens who actively seek to understand themselves. Preventive healthcare begins with personal awareness.
Parents, educators, religious leaders, healthcare professionals and policymakers all have important roles to play in promoting self-awareness. Young people should be taught not only academic subjects but also emotional intelligence, self-reflection, healthy lifestyle habits and personal responsibility. Ultimately, Socrates’ ancient wisdom remains as relevant today as it was centuries ago. A person who understands himself is more likely to make healthy decisions, maintain emotional stability, build resilience and seek help when necessary. The journey to good health does not begin in a hospital, pharmacy or gymnasium. It begins within. As the world continues to confront complex health challenges, perhaps the most powerful prescription requires no expensive technology or medication. It is the enduring wisdom that has stood the test of time: know yourself. In understanding ourselves, we discover one of the surest paths to healthier, happier and more meaningful lives.
By: Sylvia ThankGod-Amadi
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