Cor­po­rate Gov­er­nance in an En­vi­ron­ment of In­sti­tu­tional Cor­rup­tion: Quo Vadis Nige­ria?

THISDAY - - INTERNATIONAL -

The In­sti­tute of Directors (IoD), Nige­ria, held its 2018An­nual Directors’ Con­fer­ence on Thurs­day, 8th Novem­ber, 2018 at the Congress Hall of the Transcorp Hilton Ho­tel ,Abuja. Un­like the 2017 Con­fer­ence which ad­dressed ‘Im­ple­ment­ing Best Cor­po­rate Gov­er­nance Prac­tices in Nige­ria’s Pub­lic and Pri­vate Sec­tors,’ the 2018 Con­fer­ence shifted at­ten­tion from what ob­tains in Nige­ria to the global set­tings, with the theme for 2018: ‘Global Best Prac­tice in Cor­po­rate Gov­er­nance: Way For­ward for Nige­ria.’ The im­pli­ca­tion of this theme in terms of an­a­lyt­i­cal chal­lenges can­not be far-fetched. It is mul­ti­di­men­sional in scope, very task­ing in choice of which best prac­tice, and thought-pro­vok­ing when con­sid­er­ing the way for­ward. First, the IoD is think­ing of the ‘best global prac­tice.’ This sim­ply means ‘the best out of the best prac­tice.’ This is sim­ply be­cause ev­ery Mem­ber State of the in­ter­na­tional com­mu­nity has its own self-evolved best prac­tices. The in­tel­lec­tual chal­lenge now is the de­ter­mi­na­tion of the best amongst the best.

Sec­ond, to what ex­tent does Nige­ria’s best prac­tice com­pete well with that of that coun­tries? Can’t Nige­ria’s best prac­tice be the best in the event of ex­per­i­men­ta­tion? Per­haps more im­por­tant, whose global best prac­tice should we be talk­ing about, es­pe­cially when con­sid­er­ing the im­pli­ca­tions for Nige­ria or draw­ing lessons for Nige­ria.? In the think­ing of the IoD, good cor­po­rate gov­er­nance is nec­es­sary if the na­tional econ­omy is to be strength­ened. This partly ex­plains why in the rec­om­men­da­tions of the 2017 Con­fer­ence as re­flected in its com­mu­niqué, all Nige­ri­ans were ad­vised to ‘de­mand ac­count­abil­ity and good cor­po­rate gov­er­nance prac­tices from pub­lic in­sti­tu­tions to en­sure that the ob­jec­tives of pub­lic in­ter­est and pub­lic good for which they were cre­ated is ac­com­plished and tracked.

Thirdly, in re­flect­ing on the way for­ward for Nige­ria, one can­not but re­mem­ber what Charles Caleb Colton, an English cleric trained at the Eton and King’s Col­lege, said in 1820 in his La­con, ‘men will wran­gle for re­li­gion, write for it, fight for it, die for it, do any­thing but not live for it.’ Ex­plained dif­fer­ently, there is noth­ing man will not do for re­li­gion ex­cept put­ting re­li­gious virtues in ac­tion. The essence of writ­ing or fight­ing is mean­ing­less if one is not com­ply­ing with what is be­ing preached. In fact, when Caleb Colton made his ob­ser­va­tion long time ago, he ap­par­ently did not think of cor­po­rate gov­er­nance by then, and he may not be blamed for that, be­cause there was sim­ply noth­ing like cor­po­rate gov­er­nance. What re­ally is Cor­po­rate Gov­er­nance? What do we re­ally mean by Sound Cor­po­rate Gov­er­nance? What are the best prac­tices in cor­po­rate gov­er­nance?

In seek­ing an­swers to these ques­tions and in the be­lief that there is also the need for reg­u­lar train­ing in cor­po­rate gov­er­nance and strat­egy for all lead­er­ship and key staff of pub­lic sec­tor in­sti­tu­tions, the for­mat of the 2018 Con­fer­ence was spe­cially or­gan­ised: par­tic­i­pants were drawn from both the pub­lic, pri­vate and not-for-profit sec­tors. The con­fer­ence has par­tic­u­lar foci and the re­source per­sons with ex­pe­ri­ence, pro­fes­sional touch, and with in­tegrity, were also care­fully cho­sen.

In the words of the Pres­i­dent and Chair­man of Coun­cil of the IoD,Al­ha­jiAh­meed Ru­fai Mo­hammed, the IoD Nige­ria’s ‘prime pro­fes­sional or­gan­i­sa­tion con­cerned with the en­trench­ment of good cor­po­rate gov­er­nance and de­vel­op­ment of the ca­pac­ity of Directors and lead­ers’ both in the pri­vate and pub­lic sec­tors.

The ob­jec­tive of the con­fer­ence, Pres­i­dent Ru­fai Mo­hammed fur­ther sub­mit­ted, is ‘to cre­ate an av­enue for cor­po­rate Directors to dis­cuss Nige­ria’s ex­pe­ri­ence and per­for­mance in the en­trench­ment of good busi­ness ethics and sound cor­po­rate gov­er­nance in our pri­vate and pub­lic sec­tors.’ More im­por­tant, it is also to ‘eval­u­ate the busi­ness and pub­lic sec­tor en­vi­ron­ment and, where nec­es­sary, pro­pose pol­icy op­tions that would bring about the de­sired ad­her­ence to the prin­ci­ples of good Cor­po­rate Gov­er­nance and by so do­ing, as­sist our cor­po­rate lead­ers to win the war against cor­rup­tion, im­punity and bad lead­er­ship.’

The con­fer­ence was struc­tured into four ses­sions in deal­ing with the an­a­lyt­i­cal chal­lenges: open­ing ses­sion, first ple­nary ses­sion, sec­ond ple­nary ses­sion, and din­ner/com­mu­niqué ses­sion. The open­ing ses­sion was de­signed to pro­vide a method­olog­i­cal di­rec­tion in the ar­tic­u­la­tion of the prob­lems and the chal­lenges fac­ing Nige­ria in cor­po­rate gov­er­nance, as well as the de­ter­mi­na­tion of the best way for­ward for Nige­ria.

One point that gen­er­ated much in­ter­est dur­ing the open­ing ses­sion was the point of the key­note speaker, Pro­fes­sor Bo­laA. Ak­in­ter­inwa, Pres­i­dent/Di­rec­tor Gen­eral of the Boly­tag Cen­tre for In­ter­na­tional Diplo­macy and Strate­gic Stud­ies, who con­sid­ered that po­lit­i­cal gov­er­nance is largely pred­i­cated on much waste­ful­ness, the en­vi­ron­ment of cor­po­rate gov­er­nance in Nige­ria is cor­rup­tion­rid­den, and that there is no way good cor­po­rate gov­er­nance can thrive with the cor­rupt en­vi­ron­ment in the coun­try.

The first ple­nary ses­sion, mod­er­ated by Pro­fes­sor Nat Ofo, a Fel­low of the IoD, fo­cused at­ten­tion on ‘Cor­po­rate Gov­er­nance Prac­tice and Or­gan­i­sa­tional Per­for­mance in Nige­ria’ and made ef­forts to com­pare and con­trast the pub­lic and pri­vate per­spec­tives. The pa­per of Mrs Winifred Ekanem Oyo-Ita, Hon­orary Fel­low of the IoD and Head of the Civil Ser­vice of the Fed­er­a­tion, pro­vided a good illustration of the pub­lic sec­tor per­spec­tive. The Pres­i­dent of the Nige­rian Stock Ex­change, Mr.Abim­bola Ogun­banjo, ad­dressed the ex­pe­ri­ences of cor­po­rate gov­er­nance in the pri­vate sec­tor.

The pub­lic sec­tor per­spec­tive as ex­plained by the Head of the Civil Ser­vice, is quite in­ter­est­ing but raises ques­tions as to the ex­tent to which there is com­mit­ment to the un­der­ly­ing prin­ci­ples of cor­po­rate gov­er­nance. For Mrs. Ekanem Oyo-Ita, cor­po­rate gov­er­nance ‘deals with the struc­tures and pro­cesses for de­ci­sion-mak­ing, ac­count­abil­ity, con­trol and be­haviour at the top of or­gan­i­sa­tions, as well as ad­dress­ing mat­ters of in­ter­re­la­tion­ships be­tween Boards of Directors, se­nior man­age­ment and re­la­tion­ships with the own­ers and other in­ter­ested par­ties in the af­fairs of an or­gan­i­sa­tion.’

Ad­di­tion­ally, Mrs. Oyo-Ita be­lieves that ‘good gov­er­nance aims to add value to the or­gan­i­sa­tion, re­duce all forms of risks, strengthen share­holder con­fi­dence, help in fraud preven­tion and un­eth­i­cal be­haviour. In sum­mary, cor­po­rate gov­er­nance is about how an or­gan­i­sa­tion is di­rected and con­trolled.’ The di­rec­tion and the con­trol is en­sured through the Pub­lic Ser­vice Rules, Fi­nan­cial Reg­u­la­tions, Guide toAd­min­is­tra­tive Pro­ce­dures in the Pub­lic Ser­vice, Pub­lic Pro­cure­men­tAct, 2007, and Fis­cal Re­spon­si­bil­i­tyAct, 2007.

What is more in­ter­est­ing about the prin­ci­ples of cor­po­rate gov­er­nance from the per­spec­tive of the Gov­ern­ment of Nige­ria is that they are best in se­lec­tive non-com­pli­ance. They are re­spected when con­ve­nient. In ex­plain­ing the roles and re­spon­si­bil­i­ties of Boards of Paras­tatals, Mrs. Oyo-Ita said ‘a board shall not be in­volved di­rectly in the day-to-day man­age­ment of a paras­tatal or an agency.’ The Head of Ser­vice can­not be more cor­rect as this is the true po­si­tion of the rule.

How­ever, this rule is hardly re­spected. When it is re­spected, it is se­lec­tive. The rule is that of self-de­ceit. When the Ma­jor-Gen­eral Ike Nwachukwu-led Gov­ern­ing Coun­cil of the Nige­rian In­sti­tute of In­ter­na­tional Af­fairs was di­rectly in­ter­ven­ing in the day-to-day ad­min­is­tra­tion of the in­sti­tute, what did the Min­istry of For­eign Af­fairs do in its ca­pac­ity as the su­per­vis­ing author­ity? What did the Of­fice of the Head of Ser­vice of the Fed­er­a­tion do?

For ease of ref­er­ence, the at­ten­tion of the Ike Nwachukwu-led Gov­ern­ing Coun­cil of the NIIA was drawn to var­i­ous acts of se­ri­ous mis­con­duct, rang­ing from mul­ti­ple dates of birth by ad­min­is­tra­tion staff, thanks to the fact that they are in charge of the files, both open, con­fi­den­tial and se­cret. The Coun­cil was told about fal­si­fi­ca­tion of pro­mo­tion ex­am­i­na­tion re­sults by the Di­rec­tor of Ad­min­is­tra­tion and Fi­nance. The Coun­cil was also told about the rev­e­la­tion of the iden­ti­ties of as­ses­sors of pro­fes­so­rial can­di­dates by the Di­rec­tor of Re­search and Stud­ies, etc. It is not known in con­tem­po­rary aca­demic his­tory in Nige­ria where a Gov­ern­ing Coun­cil would not only dic­tate con­tents of the let­ter to be writ­ten to as­ses­sors, but will also com­pel the Di­rec­tor Gen­eral not to send the pa­pers of pro­fes­so­rial can­di­dates to in­ter­na­tional as­ses­sors as tra­di­tion­ally done by pre­vi­ous Directors-Gen­eral. Is this not a man­i­fes­ta­tion of cor­po­rate gov­er­nance in Nige­ria?

In­deed, the Ike Nwachukwu-led Coun­cil un­der the pre­text that the Di­rec­tor Gen­eral did not fol­low due process, the Coun­cil never vis­ited the in­ter­na­tional con­fer­ence cen­tre the Di­rec­tor Gen­eral was build­ing. In 365 days, a Gov­ern­ing Coun­cil, which Mrs Oyo-Ita has an over­sight func­tion of en­sur­ing that the Fed­eral Gov­ern­ment of Nige­ria long-term in­ter­est is served, as well as pro­mote sus­tain­able and cost-ef­fi­cient ac­tiv­i­ties of the or­gan­i­sa­tion, could not visit the project site. How do we ex­plain the best global prac­tices in this case?And true enough, money was the only thing the Coun­cil was in­ter­ested in. It was never in­ter­ested in the achieve­ment of the man­date of the In­sti­tute.

This em­pir­i­cal case is given in or­der to draw at­ten­tion to the non-se­ri­ous­ness of pur­pose of what­ever is re­garded as cor­po­rate gov­er­nance in the pub­lic sec­tor. The PMB ad­min­is­tra­tion preaches the gospel of anti-cor­rup­tion at the top while con­sciously wet­ting the stem, the root of cor­rup­tion with­out due re­gards to the im­pli­ca­tions for the fu­ture.As Di­rec­tor Gen­eral, I drew at­ten­tion of Gov­ern­ment at the rel­e­vant lev­els to the var­i­ous in­frac­tions but, at var­i­ous lev­els, they were cov­ered up to the ex­tent that even my en­ti­tle­ments were not paid.And true enough, the Di­rec­tor ofAd­min­is­tra­tion and Fi­nance, Mis­sA­gatha Ude, re­moved all the doc­u­ments.All the mem­bers of staff whose names were also listed for pay­ment could not be paid. This is an illustration of what cor­po­rate gov­er­nance means in the con­text of the pub­lic sec­tor. Thus, cor­po­rate gov­er­nance in the pub­lic sec­tor is a prob­lem of its own and should not be put at the same level of cor­po­rate gov­er­nance in the pri­vate sec­tor.

Mr.Abim­bola Ogun­banjo’s pa­per, as well as the po­si­tions of the two dis­cus­sants, Pro­fes­sor Chris Og­bechie of the La­gos Busi­ness School and Mr. Ikem Mbagwu, founder and Chief Ex­ec­u­tive Of­fi­cer of the Cum­brian Con­sult Lim­ited, are con­sis­tent with ac­cepted best global prac­tices to which we shall re­turn here­un­der.

Re­gard­ing sec­ond ple­nary ses­sion, which fo­cused on the ‘Im­pact of Good Cor­po­rate Gov­er­nance Prac­tice in an Emerg­ing Econ­omy: the Ex­pe­ri­ence of Mau­ri­tius.’ The ses­sion was mod­er­ated by Mrs. Amina Oyag­bola of the IoD and the guest speaker was Mr. Eddy Joli­coeur, the Chief Ex­ec­u­tive Of­fi­cer of the In­sti­tute of Directors, Mau­ri­tius. The dis­cus­sants were Messrs.Ade­do­tun Su­laiman, the Chair­man of the Fi­nan­cial Re­port­ing Coun­cil of Nige­ria and Rob New­some from SouthAfrica for­mer Part­ner Emer­i­tus, Pwc.

This ses­sion is par­tic­u­larly in­ter­est­ing be­cause what is taken as not be­ing a big deal in Nige­ria is se­ri­ously sanc­tioned in Mau­ri­tius.As ex­plained by Joli­coeur, cor­po­rate gov­er­nance in Mau­ri­tius is largely pred­i­cated on the Ibrahim Foun­da­tion Method, built on four pil­lars: safety and rule of law, which em­pha­sizes ac­count­abil­ity, per­sonal safety and na­tional se­cu­rity; par­tic­i­pa­tion and rights of ev­ery­one and gen­der; sus­tain­able eco­nomic op­por­tu­nity with spe­cial fo­cus on pub­lic man­age­ment, busi­ness en­vi­ron­ment, in­fra­struc­ture and ru­ral sec­tor; and hu­man de­vel­op­ment, es­pe­cially in terms of wel­fare, ed­u­ca­tion health.

Cor­po­rate gov­er­nance, which the Mau­ri­tius Code of Cor­po­rate Gov­er­nance in 2016 de­fines as ‘the frame­work of com­pany pro­cesses and at­ti­tudes that add value to the busi­ness help build its rep­u­ta­tion, and en­sure its long-term con­ti­nu­ity and suc­cess, and which the Fi­nan­cial Re­port­ing Coun­cil Web­site noted in 2017 as the pro­tec­tion of ‘the right of stake­hold­ers through a se­ries of codes and prac­tices which are ef­fi­cient and trans­par­ent,’ is built on four main pil­lars: re­spon­si­bil­ity, ac­count­abil­ity, fair­ness and trans­parency.

Three points are note­wor­thy in the sub­mis­sions of Mr. Joli­coeur. First is the fact that, in ease of do­ing busi­ness. Mau­ri­tius is first out of 34 coun­tries for the twelfth and the 25th out of 190 coun­tries ac­cord­ing to the 2018 Mo Ibrahim Foun­da­tion In­dex ofAfrican Gov­er­nance. Sec­ond, Joli­coeur has it that the key re­quire­ments for suc­cess in po­lit­i­cal gov­er­nance are lead­er­ship, cred­i­bil­ity, trust, in­tegrity, in­clu­sive­ness, agility, and solid and in­de­pen­dent in­sti­tu­tions. In fact, as he put it, the ba­sic prin­ci­ple of po­lit­i­cal gov­er­nance is noth­ing more than ‘what­ever you ac­cept with­out correction, you ap­prove. This is the tra­di­tion in Mau­ri­tius.’ Third, and per­haps most im­por­tantly, is the dif­fer­ence in the cor­po­rate gov­er­nance in Mau­ri­tius and in Nige­ria.

(See con­clud­ing part on www.this­daylive.com)

The at­ten­tion of the Ike Nwachukwu-led Gov­ern­ing Coun­cil of the NIIA was drawn to var­i­ous acts of se­ri­ous mis­con­duct, rang­ing from mul­ti­ple dates of birth by ad­min­is­tra­tion staff, thanks to the fact that they are in charge of the files, both open, con­fi­den­tial and se­cret. The Coun­cil was told about fal­si­fi­ca­tion of pro­mo­tion ex­am­i­na­tion re­sults by the Di­rec­tor of Ad­min­is­tra­tion and Fi­nance. The Coun­cil was also told about the rev­e­la­tion of the iden­ti­ties of as­ses­sors of pro­fes­so­rial can­di­dates by the Di­rec­tor of Re­search and Stud­ies, etc. It is not known in con­tem­po­rary aca­demic his­tory in Nige­ria where a Gov­ern­ing Coun­cil would not only dic­tate con­tents of the let­ter to be writ­ten to as­ses­sors, but will also com­pel the Di­rec­tor Gen­eral not to send the pa­pers of pro­fes­so­rial can­di­dates to in­ter­na­tional as­ses­sors as tra­di­tion­ally done by pre­vi­ous Directors-Gen­eral. Is this not a man­i­fes­ta­tion of cor­po­rate gov­er­nance in Nige­ria?

Pres­i­dent and Chair­man of Coun­cil of the IoD, Al­haji Ah­meed Ru­fai Mo­hammed

with Bola A. Ak­in­ter­inwa

0807-688-2846 Tele­phone : e-mail: bolyt­tag@ya­hoo.com

Newspapers in English

Newspapers from Nigeria

© PressReader. All rights reserved.