Boardroom excellence: When IoD Nigeria trained top directors in London

The Institute of Directors in the UK (IoD UK), founded in 1903, is one of the world’s best known professional institutes and Britain’s longest running organisation for professional leaders. The organisation has a global network of affiliates in over 100 countries. One of such affiliates is the Institute of Directors Nigeria (IoD Nigeria), established in 1983. Like all IoD affiliates, IoD Nigeria sends delegates to the organisation’s flagship event, the IoD annual convention, which brings together corporate leaders from all over the world.

However, last year, IoD Nigeria decided to go beyond just attending the annual event. It introduced an innovative scheme that involves taking corporate leaders in Nigeria to London twice every year, first in April and then in October during the IoD Convention, for an intensive two-day course. Tagged the Advanced Company Direction Programme (ACDP), the course is designed to disseminate global best practices towards boardroom excellence and professionalism. The programme takes place at the IoD UK’s premises on the popular Pall Mall in London. Why London, you might ask? Well, for a programme aimed at top-ranking directors, holding the ACDP in London offers the intrinsic advantage of learning at the global home of directors’ professional development, and leveraging the superb faculty of IoD UK.

So far, the ACDP has taken place three times in London, first in October 2014, then in April and October this year. I had the privilege of observing the third stream on 7 and 8 October, during the IoD convention. I got to know about the programme through Yemi Akeju, the new president and chairman of Council of IoD Nigeria, who called me in London. Fascinated by the nature of the course, I decided to attend as an observer. It was a profound experience. I will come to that later. But, first, permit me to say a few words about this unassuming but go-getting Nigerian.

I have known Akeju since the mid-1980s, when I was the founding president of the then Rotaract Club of Palmgrove in Lagos, and later District Secretary of the then Rotaract District 911 Nigeria, and he was a much-liked Rotarian. A real trail-blazer, Akeju has pioneered key initiatives that have enhanced business and media development in Nigeria. His commitment to excellence and to noble values is reflected in the fact that these initiatives have endured and enjoyed remarkable longevity.

For instance, Akeju was the first Nigerian to introduce cash handling automations to the banking sector in the late1980s, and, nearly 30 years on, his firm, Interprods, has revolutionised cash processing operations in Nigeria and is the largest operator in that market. Then, in 1990, he launched the Nigerian Media Merit Awards (NMMA), bringing together giants of the industry, such as Babatunde Jose, Alade Odunewu, Lateef Jakande and Doyin Abiola, to spearhead, for the first time in Nigeria, the promotion and recognition of excellence in media practice. That the awards, run by his firm, Ideas Communications, have been held annually since 1990, and remain the most prestigious awards for media excellence in Nigeria, is a credit to Akeju’s vision and leadership. His investiture in September this year as the 14th president of IoD Nigeria was certainly a fitting recognition of his decades-long devotion to the pursuit and promotion of excellence and professionalism in this country. He shares that mission and passion, of course, with IoD Nigeria and, indeed, the IoD family world-wide!

So, when Akeju told me about the ACDP, I was quite willing to rearrange my otherwise busy schedule to attend the programme. And I was not disappointed. The quality of the course and its delivery was outstanding as was the calibre of the participants.

Take the two trainers. The first, Paul Munden, is a chartered director, who is a lead tutor at the IoD UK, with responsibility for designing the Institute’s governance courses as well as running the Chartered Director governance syllabus. The second trainer was Femi Ekundayo, a chartered banker and past president of the Chartered Institute of Bankers of Nigeria. Ekundayo, who holds several top-level directorships and runs his own consulting firm, Resort Consult, is also a past president of the Institute of Directors Nigeria. With such high-quality trainers, it was, to use a tennis analogy, game, set and match for the programme; its success was assured!

On the first day, Paul Munden taught two modules: Board Leadership and Governance, and Current Trends in Governance. He took the class through the evolution of corporate governance and explained its key tenets, namely accountability, probity and transparency. Then, he surveyed the international landscape, looking at the OECD, the UK and the Nigerian corporate governance codes, among others. A fascinating aspect of the lecture was his description of the relationship between directors and shareholders. He stated that shareholders “own shares and not companies”. This means that directors owe their duties to shareholders, who “own” the company. However, a company is more than the shareholders, and it is important for directors to see their duties not only through the prism of the shareholders. This broad definition of a “company” is still largely unknown in many jurisdictions, but it is common in Western countries.

For instance, under the UK Companies Act 2006, directors have a duty “to promote the success of the company”. This is defined as acting for the benefit of its members “as a whole”, and it involves having regard not only to the long-term sustainability and reputation of the company, but also to employees, suppliers and customers, as well as the community and the environment. Directors must act fairly as between “all members” of the company.

Significantly, the duty of directors to promote the success of the company by acting for the benefits of all its members is linked to another duty, namely, “to exercise independent judgment”. This is an important duty and it means that directors cannot blame their decisions on external pressures, for instance, from an influential shareholder. Of course, directors are bound by the company’s constitution, including shareholders’ resolutions. However, the key takeaway is that directors should not lose their “independent judgement” and should see the “success of the company” beyond just the interest of the shareholders.

All of this was music to my ears. For four years, I was chairman of the board of a large charitable company, which, in the UK, is subject to the same governance rules as a limited liability company. I know all too well how seriously UK authorities take the fiduciary and other duties of directors and trustees. Such level of scrutiny hardly exists in Nigeria. So, while Munden’s presentations reflect global best practices, it is safe to say that Nigeria and, indeed, most African countries are still lagging behind in tracking current trends in corporate governance

The next day, on 8 October, it was the turn of Ekundayo to take the centre stage, and he was in his elements. His first session was on finance and business risk, and the second on board strategic direction. On the latter, Ekundayo took the class through the whole process of strategy conceptualisation, formulation, implementation and control. He explained the importance of structure, culture and leadership in strategy development. Ekundayo’s presentations were comprehensive and enriching. They were, like Munden’s, mixed with case studies and practical exercises.

Now, if the course and its delivery were outstanding, what about the calibre of the participants? Well, this was, for me, why the programme was even more exciting. Sometimes, courses designed for very senior executives end up being attended by those in relatively junior positions who cannot immediately benefit from the knowledge gained. Not so with the ACDP that I observed.

Nearly all the 35 participants are MDs and/or CEOs of organisations. Most of them would make the list of “who is who” in the Nigerian corporate world. For instance, among the participants were the president of the Chartered Institute of Taxation of Nigeria, Olateju Somorin, chairman of Energia Nigeria, Albert Horsfall, and the company’s MD/CEO, Felix Amieyeofori, chairman of Kaduna Electricity Distribution, Yusuf Abubakar, MD of Weltek, Pedro Egbe, GMD of Coscharis, Josiah Samuel, and executive director, Heritage Bank, Jude Monye. There were also non-executive directors, including Amunna Lawan Ali and Samuel Nwanze, both of Africa Prudential Registrars.

The media and publishing world was not left out, with the presence of the MD/CEO of the printing and publishing company, Megavons West Africa Ltd, Matthew Oladele, and the chairman of The Punch Newspapers, the ebullient and jocular Wale Aboderin, who told me that those who like him call him “Chair”, which must be true because his email address starts with dchair!

But by far the most distinguished and impressive person that I met at the ACDP was Grace Alele-Williams, professor of Mathematics and former vice-chancellor of University of Benin, the first female vice-chancellor of a Nigerian university, who attended the course as director of Zenith Pension Custodian Limited. Here was an 82-year-old woman who sat through two days of very intensive training and contributed actively to the discussions. When I spoke to her after the programme, Alele-Williams, who was given the IoD Nigeria’s merit award in September, told me she wished she had been involved with the Institute much earlier. And you will understand why. Since she retired from the university, she has been on several boards, including Chevron-Texaco and HIP Asset Management Company Ltd, and she is currently involved with an NGO, Professional Academy, which helps to improve the standards of education at the primary level by visiting schools and “getting children to read and write”. A great networker, animated and engaging, Alele-Williams was the star of the programme.

So, what did the participants think about the ACDP? I spoke to a few of them, and their testimonials were very positive. For instance, Grant Mowat, general manager of Japan Tobacco International, said the two “good” lectures were “very enlightening”, adding that the course was “well-organised”, which must be a credit not only to IoD UK, but also to IoD Nigeria’s head of training, Femi Mosaku-Johnson, and the Institute’s 2nd vice president, Chris Okunowo, who were on hand to ensure the smooth-running of the programme. Much praise went to Femi Ekundayo, who Alele-Williams described as “a real teacher, who has so much to offer”. Ekundayo used different teaching techniques to get the class fully engaged, prompting the class governor, Yewande Onabowale, MD/CEO of In-Sourcing Ltd, to remark later that it was one of the few training sessions she had attended where participants were not using their mobile phones during the lecture!

Without a doubt, the ACDP is a worthy initiative that will help fill some knowledge and skills gaps at the top of professional and corporate leadership in Nigeria. Too often, people in top-level management and leadership positions, both in the public and private sectors, fail to update their knowledge and skills through continuous learning. Yet, in today’s knowledge economy, they should constantly fill gaps in their knowledge and skills in order to be intelligent consumers of complex information and effective decision-makers.

One incident during the programme aptly illustrates this. Two of the participants disagreed strongly over whether a withholding tax is a tax: one said it is; the other said “No, it isn’t”. Now, I leave it to tax experts to settle the debate, although Investopedia suggests that it’s a tax, albeit deducted at source, such as PAYE. But, whatever the correct answer is, the exchange shows that even senior directors and heads of organisations still have one or two things they can learn, which is why courses like the ACDP are valuable.

So, I say kudos to IoD Nigeria. To be a director of a public or private organisation is a serious job and requires some expertise. In the UK, membership of the IoD and, particularly, qualifying as a Chartered Director boosts your career and chances of becoming a director or non-executive director of any major organisation. This explains why IoD UK currently has 34,500 members, of which about 950 are currently Chartered Directors. By contrast, IoD Nigeria has, I understand, just about 3,000 members. Surely, that would change if the Institute is given a chartered status and its accredited members are accorded primacy in public and private sector board appointments. Given IoD Nigeria’s role in promoting boardroom excellence and professionalism, it should certainly be granted full statutory recognition and powers as a professional institute.

Furthermore, President Buhari should see IoD Nigeria as a partner in his administration’s effort to foster good governance in the public and private sectors. Both share the same noble aspirations and should be partners in progress!