Feature/OPED
Dealing With Corporate Governance Challenges in Business
By Nonso Obikili
It is in the interest of the regulators whose job it is to ensure that businesses, especially publicly listed ones, maintain good corporate governance codes, as businesses tend to learn from each other. If one business gets away with sharp practices, then others try their hand at it as well.
Governance is a fundamental part of any functioning entity. The rules and systems which govern how entities function are perhaps the most fundamental thing for survival. Rules and systems that incentivise good decision making generally lead to better performing entities, while rules that incentivise bad behaviour tend to lead to breakdown. Most understand the importance of these rules and systems when we talk about governance with respect to countries, or states. In that instance, fair and enforced rules with proper checks and balances typically lead to countries that make better decisions and end up better off, whereas the opposite of that leads to countries that end up as basket cases.
However, governance rules don’t only apply to countries or states, but to businesses as well. The difference being that for businesses, instead of having presidents, national assemblies, and citizens, you have chief executive officers (CEOs), boards, and shareholders. Regardless, the principles of good governance still apply. Businesses which follow a good set of rules and systems of good behaviour tend to perform better than those that don’t.
Good corporate governance rules help ensure that businesses work in the interest of their shareholders, and don’t take actions that are not in the interest of the business. Good corporate governance rules also try to ensure that transitions within the company, such as in cases of a change of ownership structure, do not impede the normal functioning of the business. And, of course, any good system of rules has to come hand-in-hand with a system of enforcement. For businesses, such enforcement is typically done by regulators who try to make sure that rules are obeyed and penalties imposed on those who break them.
Unfortunately, as most Nigerians can attest to, sometimes the decision makers don’t always act in the interest of those who they should leading. Presidents and national assemblies don’t always act in the interest of their citizens and CEOs and board members don’t always act in the interest of their shareholders. And as you can probably guess, one common reason for this is to remain in power. Presidents want to remain in power. CEOs want to remain in power. Board members want to remain in power and sometimes act against the interest of their shareholders to do so.
One common way CEOs and board members try to stay in power is by a process called stock dilution. You see, if a board wants to act against the interests of shareholders, then one way of doing this is to change the structure of the business so that shareholders you don’t like, end up owning less of the company and having fewer voting rights consequently.
For example, if a board effectively owns 25 percent of a business and therefore has 25 percent voting rights and wants to take the business in one direction, but there are other shareholders who own maybe 40 percent who don’t particularly like that course of action, then the 40 percent can effectively block the 25 percent. A board which wants to force through its course against the will of other shareholders can create and sell more outstanding shares through private placements to people who they know will support them, thereby increasing their effective stake and simultaneously reducing the ownership shares of those shareholders who don’t support that course.
I know what you are thinking. Surely this can’t be right, and you are right. According to the rules, it shouldn’t be that easy. First, according to most corporate governance rules, boards are not allowed to organise private placements without the approval of shareholders. There are valid reasons why a company would want to sell new shares privately, of course, but those are typically only when they are desperate for new capital. But if boards need shareholder approval for this kind of dilution, then why don’t the shareholders who are at risk of their shares being diluted prevent this from happening? Well the unhappy shareholders can only prevent this kind of thing from happening if they know where the meetings are taking place. If they are systematically excluded from the general meetings, then they cannot act or vote against such actions.
This phenomenon repeats itself across many countries with weak corporate governance rules and enforcement and appears to be repeating itself here in Nigeria in the case of NEM Insurance. NEM apparently organised an annual general meeting, which some shareholders were not told about, at least not with the mandatory 21 days’ notice. At the AGM, the shareholders present approved a plan for a new private placement in which shares were to be sold at below the market value of the shares that are publicly traded on the stock exchange. NEM has been one of the better performing insurance companies in recent times, hence it was not clear if there was any emergency cash need. And of course, some shareholders appeared to have been systematically excluded from the AGM by not being notified on time, and therefore were not able to vote against such a plan. As expected, those shareholders are now up in arms fighting against what looks like a brazen attempt to dilute their stock.
This kind of shareholder infighting is obviously not good for the company. It has the potential to derail the focus that companies, especially publicly listed ones, need to run efficient operations and it casts a cloud over the long-term viability of the business. If board members can implement such an operation, then who is to say they won’t do similar things to future investors? It is in the interest of all shareholders to resolve these issues by following the properly laid out rules and guidelines and to resolve them quickly without putting the overall health of the business at risk.
It is also in the interest of the regulators whose job it is to ensure that businesses, especially publicly listed ones, maintain good corporate governance codes, as businesses tend to learn from each other. If one business gets away with sharp practices, then other try their hand at it as well. If everybody starts engaging in sharp practices, then the overall health of the system suffers. Perhaps the regulators, who are the enforcers of good corporate governance, need to take a closer look at this and set a good example.
Nonso Obikili is an economist currently roaming somewhere between Nigeria and South Africa.
The opinion expressed in this article is the author’s and do not reflect the views of his employers.
Feature/OPED
How Responsible Borrowing Can Help You Reach Your Financial Goals
By Gloria Onosode
For generations, conventional financial advice has treated debt like a trap — a final, desperate resort for emergency cash or a slippery slope toward financial instability. But as Nigeria’s economic terrain evolves, this defensive mindset is changing. Progressive business leaders, entrepreneurs, and forward-thinking individuals are realising that it can be an important financial tool for achieving personal or business objectives when used responsibly and within one’s repayment capacity.
To build a sustainable financial future, we must change our relationship with credit. Borrowing shouldn’t be a cycle of survival; it should form part of a broader financial plan designed to support sustainable growth. The secret lies in masterfully understanding borrowing for productive purposes and learning how to leverage purposeful borrowing to hit your most ambitious milestones.
At its core, the difference between constructive and destructive borrowing comes down to one fundamental principle: what does the cash do once it lands in your account?
Bad debt funds depreciating lifestyle assets or temporary consumption. Borrowing to buy luxury clothing, fund a lavish party, or upgrade to a consumer gadget that does not increase your income simply pulls future earnings forward to pay for a fleeting present moment. It drains cash flow without offering a return.
Conversely, good debt acts as an investment in your future self or your company. It is capital deployed to acquire assets, increase productivity, or generate recurring revenue that far outpaces the cost of the interest. When you borrow to buy a delivery truck for your logistics company, stock up on inventory ahead of a peak retail season, or fund a specialised certification, you aren’t spending money — you are investing in assets that may contribute to increased productivity and income generation.
When integrated into a clear, long-term plan, purposeful loans may enable eligible borrowers to respond more quickly to business opportunities that would otherwise take years to save for. For small and medium enterprises (SMEs), cash-flow timing mismatches are the silent killers of momentum. You might get a massive corporate purchase order but lack the immediate working capital to fulfil it. Waiting weeks to organically pool cash from existing revenue means losing the contract. Appropriately structured commercial financing can help businesses address temporary working-capital gaps, ensuring that viable opportunities turn into realised revenue.
In inflation-heavy environments, waiting to save up the full purchase price for vital business assets like manufacturing machinery, solar power installations, or commercial vehicles can backfire, as equipment costs often outpace savings rates. By using asset-backed financing, you can acquire the equipment today, put it to work immediately, and allow the asset to generate revenue that may contribute towards financing costs over time.
Investment in skills and capacity development can generate significant long-term benefits. Utilising credit to fund high-value education, technical upskilling, or operational training directly expands your earning capacity. The resultant career advancement or business efficiency multiplies your income potential for decades to come.
Shifting from a defensive borrowing stance to a wealth-creation strategy requires strict financial discipline. Truly responsible borrowing is anchored in three non-negotiable practices.
First, borrow only for a productive purpose. It can be tempting to redirect a portion of a business loan toward personal expenses. Resist the urge; borrowed funds should be applied primarily to the purpose for which the financing was obtained.
Second, know your repayment runway before you sign. Borrowing decisions should be supported by realistic cash-flow planning and repayment capacity assessments. Review your cash-flow data, factor in market fluctuations, and map out exactly how the investment will generate the funds needed to clear the balance.
Finally, prioritise speed and transparency. In today’s fast-moving market, opportunity doesn’t wait for weeks of manual paperwork. Borrowing decisions should be supported by realistic cash-flow planning and repayment capacity assessments that offer transparent pricing with no hidden fees, giving you the clarity needed to compute your precise cost of capital.
When you strip away the historical stigma surrounding credit, you find that borrowing is simply a neutral financial tool. In the hands of an undisciplined spender, it creates friction, but in the hands of a strategic planner, it can support business growth and financial planning when used responsibly.
As you look toward your next major milestone — whether that is expanding your storefront, digitising your corporate supply chain, or acquiring productive assets — Before taking on any borrowing commitment, carefully assess your financing needs, repayment capacity, and long-term financial objectives. Instead, ask yourself if your business can afford the cost of standing still. When used responsibly, purpose-driven credit can support individuals and businesses in achieving sustainable financial goals.
Responsible borrowing also means understanding that credit creates a legal repayment obligation. Borrowers should carefully assess affordability, understand all applicable charges, and avoid taking on debt beyond their repayment capacity.
Gloria Onosode is the Director of Enterprise Sales at FairMoney Business
Feature/OPED
Three Interdependent Pillars Reshaping African Financial Infrastructure
By Winston Osuchukwu
Africa’s financial infrastructure is entering a defining phase. Digital adoption continues to accelerate, financial inclusion is deepening, and institutions across the ecosystem are investing in connected, data-driven services. According to the World Bank’s Global Findex Database, account ownership across Sub-Saharan Africa has expanded significantly over the past decade, while mobile money continues to process hundreds of billions of dollars annually. Sustained investment in Africa’s fintech ecosystem reflects the same growing confidence in the continent’s financial future.
As the ecosystem matures, success will depend less on isolated innovation and more on how institutions connect their capabilities. The next phase of financial infrastructure is being shaped by three interdependent pillars: connected ecosystems that widen the data available on each customer, data intelligence that turns that scattered data into a single coherent picture, and intelligent decision-making that turns insight into measurable outcomes.
Connected Ecosystems Create the Foundation for Intelligence
No single institution has a complete view of the financial ecosystem. Banks, fintechs, payment providers, telecommunications companies, regulators, and other participants each contribute different pieces of the picture. As these organisations become more connected through interoperable payment systems, shared infrastructure, and collaborative partnerships, financial services become more accessible and seamless for individuals and businesses alike.
Connectivity alone, however, is not enough. A more connected ecosystem also creates exponentially more data, and unless that information can be integrated and interpreted consistently, greater connectivity simply produces greater complexity. The value of collaboration therefore depends on the ability to transform fragmented information into a coherent picture.
Data Intelligence Creates Shared Understanding
Once data flows across connected ecosystems, the next challenge is making sense of it. Financial institutions need more than access to information; they need the ability to unify diverse data sources, identify meaningful patterns, and generate insights that accurately reflect customer behaviour, operational performance, and emerging risks.
Data intelligence provides this common understanding. It enables institutions to move beyond isolated datasets and develop a trusted, enterprise-wide view that supports regulatory compliance, operational efficiency, and customer-centric innovation. Yet even the clearest insight has limited value if it remains descriptive. Understanding what is happening is only useful when institutions can confidently decide what to do next.
Intelligent Decisions Drive Real Outcomes
This is where artificial intelligence, predictive analytics, and machine learning become transformative. Built on a foundation of connected ecosystems and high-quality data intelligence, these technologies enable organisations to make faster, more consistent decisions across lending, fraud detection, compliance, customer engagement, and strategic planning.
Rather than replacing human expertise, intelligent decision-making augments it by helping institutions anticipate change, respond proactively, and allocate resources more effectively. When decisions are powered by reliable data and supported by a connected financial ecosystem, organisations become more resilient, customers enjoy better experiences, and the entire financial value chain operates more efficiently.
Africa’s financial future will not be shaped by technology or data in isolation. Progress requires that these capabilities work together. Connected ecosystems generate the information. Data intelligence transforms that information into “features” – the meaningful attributes of a customer’s behaviour that a model can learn from. Intelligent decision-making algorithms then convert those “features” into action. Together, they form the foundation of a financial infrastructure that is more inclusive, resilient, and capable of supporting sustainable economic growth.
At Mathesis Analytics, we turn information into action – helping financial institutions transform complex and frequently unstructured data into meaningful insights they can act on – helping financial institutions make sense of complex, fragmented data and lend confidently to the people and businesses driving Africa’s economy.
Winston Osuchukwu is the Founder and CEO of Mathesis Analytics Inc.
Feature/OPED
Heritage Bank and Dangerous Politics of Corporate Survival in Nigeria
By Blaise Udunze
The Heritage Bank’s banking license was revoked, and it was ordered into liquidation on June 3, 2024. This remains one of the most controversial and widely debated events in Nigeria’s financial sector.
The lingering concerns, even though official reasons have been given as regulatory breaches, inadequate capitalisation, and persistent financial distress, many people remain unconvinced or believe there are broader issues that deserve closer scrutiny. Surprisingly, to concerned Nigerians, this marks the first time a Nigerian bank has been allowed to fail in over a decade. Despite the passage of time, one question refuses to disappear. Mind you, this is not a rhetorical question: Does the failure of a bank in Nigeria reflect only the institution’s weaknesses or should it also raise questions about the effectiveness of regulatory oversight and the influence of broader systemic or political factors?
Again, the Central Bank of Nigeria (CBN) actually may have explained that its decision to revoke Heritage Bank’s licence was based on the institution’s persistent financial weakness, its inability to meet prudential requirements and the absence of a credible path to recovery. Yes, and undisputedly, those reasons fall squarely within the regulator’s statutory mandate to protect depositors and safeguard financial system stability.
Understandably, the legal basis for the action was clearly stated; even at that, the truth is that the decision has continued to provoke debate because of the broader question of regulatory consistency. If prudential weakness alone determines whether a bank survives, why have seemingly comparable institutions been treated differently?
This question deserves examination not through conspiracy theories or unsubstantiated allegations but through the lens of institutional accountability, governance and the relationship between politics and business in Nigeria.
The Heritage Bank story presents a contradiction. No doubt, one would not be wrong to say that the Nigerian banking industry is one of the most tightly regulated sectors of the economy. This is because the banks operated and still function under continuous supervision by the CBN. Also, the Nigeria Deposit Insurance Corporation (NDIC) is well known to exist primarily to protect depositors and ensure financial system stability. Routine examinations, prudential guidelines, capital adequacy monitoring, liquidity ratios, stress tests and early intervention mechanisms are designed precisely to prevent sudden institutional collapse.
One critical question that comes to mind is, if these safeguards function effectively, why should a licensed commercial bank deteriorate to the point of liquidation? That question extends beyond Heritage Bank. It touches the credibility of Nigeria’s financial architecture itself.
The truth be told, no regulator anywhere in the world can guarantee that every bank will survive. This is because over time, history has shown that banks can fail due to poor corporate governance, insider abuses, weak risk management, fraud, macroeconomic shocks or prolonged insolvency. Nigeria is no exception.
However, regulators are expected to detect distress early, enforce corrective actions and minimise losses to depositors and the economy. That is the essence of prudential regulation.
Consequently, whenever a licensed bank ultimately collapses, scrutiny naturally shifts beyond management failures to regulatory effectiveness. Did supervisors identify warning signs early enough? Were intervention tools deployed in time? Were recovery options exhausted before liquidation became inevitable? Could alternative resolutions have preserved confidence while protecting depositors?
The Heritage Bank case naturally fuels these questions because Nigeria’s regulatory history demonstrates that liquidation is not the only available resolution mechanism. Different institutions have, at different times, received different supervisory responses.
Throughout former CBN governor Godwin Emefiele’s leadership, several banks, including Skye Bank (later Polaris Bank), Keystone Bank, Union Bank, and Heritage Bank, faced severe financial challenges but were bailed out by the central bank instead of being allowed to fail. These banks continued operations until they were eventually sold off, with one currently distressed bank still operating despite negative shareholders’ funds.
For instance, Unity Bank was not widely regarded as financially stronger than Heritage Bank on several traditional indicators. Its 2023 audited financial statements reflected a negative capital adequacy ratio of -76.14 per cent, accumulated losses, and the external auditors drew attention to a material uncertainty regarding the bank’s ability to continue as a going concern. Despite these severe weaknesses, the regulatory response was not an immediate licence revocation. Instead, the CBN facilitated a merger with Providus Bank as a resolution strategy and approved a pivotal financial bailout package, reportedly worth N700 billion.
Likewise, First Bank of Nigeria is not left out of this trend; owing to its systemic importance and larger market presence, the institution later faced regulatory capital pressure following the withdrawal of regulatory forbearance in 2025. Another concern is that rather than withdrawing its licence, the regulator permitted the bank to remain operational under a recapitalisation programme supported through supervisory measures.
These examples do not necessarily suggest that the banks were identical in their financial positions, nor do they prove that Heritage Bank deserved the same outcome. Each institution presents unique circumstances, regulatory assessments and systemic implications. Nevertheless, on common ground, they raise a legitimate policy question. What specific factors determine when the regulator opts for recapitalisation, merger, restructuring or liquidation? One fact the regulators should know and take into cognisance is that greater transparency around these decisions would strengthen public confidence in the consistency and predictability of financial regulation, as this remains sacrosanct.
Of course, the case of Heritage Bank’s liquidation has generated a broader conversation because of Nigeria’s history, where business fortunes have sometimes intersected with political transitions, elite rivalries and shifting centres of influence, which is more troubling.
The common truth is that across decades of experience, Nigerian businesses have occasionally found themselves flourishing under one political environment only to struggle under another. Consistently, this has always been a trend that changes in government have often altered regulatory priorities, access to public sector business and investor confidence. While correlation does not establish causation, the perception that politics influences commercial outcomes remains deeply entrenched. This perception becomes even more significant when examining businesses that occupy strategic sectors.
Banks are strategic institutions. Telecommunications companies are strategic institutions. Energy companies are strategic institutions.
Government actions affecting such businesses inevitably attract public scrutiny because their operations extend far beyond shareholders to millions of citizens.
One may be moved to ask what the direct connection is. The controversy surrounding MultiChoice Nigeria offers another example of how commercial disputes can quickly assume political dimensions in public discourse. The direct connection may remain a puzzle to so many.
A thorough search revealed that over recent years, especially around the time the Heritage Bank licence was revoked, it was clear that MultiChoice faced regulatory sanctions, tax disputes, consumer protection battles, pricing controversies and legal confrontations with Nigerian authorities. Come to think of it, at different points, observers speculated that sustained pressure on the company reflected broader political or economic interests rather than purely regulatory concerns.
It is important to distinguish speculation from verified fact. Nigerian authorities consistently maintained that their actions against MultiChoice were based on compliance with tax, competition and consumer protection laws. MultiChoice similarly defended its commercial decisions through legal channels.
Well, at this point, Adewunmi Ogunsanya, a Senior Advocate of Nigeria (SAN), has direct ties to both organisations through his executive leadership and corporate board appointments. Is it a mere coincidence that his connection to both entities became a major financial focal point following the liquidation of Heritage Bank?
Let it be known that, despite all, the public conversation often framed the disputes as evidence of an underlying power struggle between government institutions and a dominant private enterprise, and this may remain undisputed.
Whether accurate or not, such perceptions matter because markets respond not only to facts but also to confidence. Confidence is the currency upon which banking survives.
Unlike manufacturing companies that own factories or oil firms with physical reserves, banks fundamentally operate on trust. Depositors leave their money because they believe regulators will ensure the institution remains safe.
One indisputable fact is that the moment confidence evaporates, even a fundamentally solvent bank can face severe liquidity pressure, which has occurred in the past.
This is why central banks across the world routinely rescue distressed institutions, not necessarily because every management deserves saving, but because preserving confidence is often more valuable than punishing failure.
Nigeria demonstrated this principle during the 2009 banking crisis through recapitalisation, management changes, the establishment of AMCON and structured resolution mechanisms rather than the outright closure of several distressed institutions. That experience confirmed that regulators possess a range of tools beyond licence revocation.
The Heritage Bank case therefore naturally invites debate over why liquidation emerged as the chosen option.
Could recapitalisation have remained feasible? Could acquisition have produced better outcomes? Could bridge-bank arrangements have preserved value? Could additional restructuring have protected jobs and investor confidence?
These are questions policymakers should openly address, not simply to revisit the past but to strengthen future crisis management. The implications extend beyond one institution.
Foreign investors closely observe how governments and regulators manage corporate distress. Let it be known that predictability is one of the strongest attractions for investment. When investors perceive that outcomes depend primarily on transparent rules, confidence grows.
When they perceive uncertainty, whether arising from inconsistent regulation, political transitions or muddy decision-making, they demand higher risk premiums or redirect capital elsewhere.
Nigeria cannot afford either perception. The country’s ambition to become Africa’s leading investment destination and to build a $1 trillion economy requires regulatory consistency that transcends political cycles.
Businesses must believe that success or failure depends principally on compliance, competitiveness and sound governance, not changing political winds.
This is equally important for regulators themselves. Institutions such as the CBN and NDIC derive legitimacy from public confidence. This is to say that absolute confidence increases when regulatory decisions are accompanied by clear, detailed and transparent explanations that address public concerns effectively, which would not give room for doubt.
Where communication gaps exist, the simple truth is that speculation inevitably fills the vacuum. And worse still, in today’s digital environment, silence often becomes fertile ground for misinformation. Transparency therefore serves not merely public relations purposes but financial stability itself.
The Heritage Bank episode also exposes another challenge confronting Nigeria’s economy, as this can be tied to the growing fusion of politics and perception.
Even where regulatory decisions are technically justified, public trust weakens if citizens increasingly interpret every major corporate action through political lenses. That should concern policymakers.
An economy where investors suspect political motivations behind regulatory outcomes ultimately discourages entrepreneurship, weakens market confidence and slows economic growth.
The solution is not to avoid difficult regulatory decisions. Poorly managed institutions should still face appropriate sanctions. More importantly, financial discipline remains indispensable.
It must be ensured that whilst this is done, enforcement consistently demonstrates fairness, proportionality and procedural transparency. Equally, corporate leaders must recognise that sustainable institutions cannot depend on political proximity.
History repeatedly shows that businesses built primarily on access rather than competitiveness become vulnerable whenever political landscapes change. Strong institutions survive governments because they are anchored in sound governance rather than political patronage.
Perhaps the greatest lesson from Heritage Bank is not merely whether politics influenced events, something that remains unproven in the public domain, but whether Nigeria’s institutional framework has become sufficiently trusted that such questions no longer dominate public discourse.
That is the real challenge. A mature regulatory environment should inspire confidence that decisions arise from objective evidence rather than perceived political calculations.
Until that confidence is universally shared, every major corporate failure will continue generating political interpretations regardless of the underlying facts.
Nigeria’s economic future depends not only on stronger banks but also on stronger institutions. The CBN, NDIC and every financial regulator carry responsibilities extending beyond enforcing compliance. They must also preserve public confidence through transparency, consistency and accountability.
Heritage Bank should therefore become more than another chapter in Nigeria’s banking history. It should become an opportunity for honest national reflection.
Not on how to rescue failing banks indefinitely, but on how to build regulatory systems so credible, so predictable, and so independent that no bank failure, however justified, will immediately trigger suspicions of hidden political battles.
For investors, depositors and ordinary Nigerians alike, that confidence may ultimately prove more valuable than any financial bailout.
Blaise, a journalist and PR professional, writes from Lagos and can be reached via: bl***********@***il.com


