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Dealing With Corporate Governance Challenges in Business

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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.

Dipo Olowookere is a journalist based in Nigeria that has passion for reporting business news stories. At his leisure time, he watches football and supports 3SC of Ibadan. Mr Olowookere can be reached via [email protected]

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Why Nigeria’s New Tax Regime Will Fail Without Public Trust

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Nigeria's New Tax Regime

By Blaise Udunze

Millions of Nigerian citizens are watching with cautious anticipation as the federal government begins implementing its far-reaching 2026 tax reforms. This is to say that the official assurances that the new tax regime will be fairer, simpler, and more humane, as relished by the proponents of the reforms, are being listened to by both low-income workers, small business owners, professionals, and informal sector participants.

Still, behind the optimism is a familiar worry shaped by past experience that reminds us that taxation without accountability undermines both governance credibility and the legitimacy of the tax system, thereby making it hard to believe in.

For many Nigerians, the question is not whether taxes should be paid, but whether the state has earned the moral authority to demand them, judging by the lack of accountability over the years.

The Nigerian Tax Act and the Nigerian Tax Administration Act, two of the four pillars of the 2026 reforms, came into force on January 1, reshaping how individuals and businesses are taxed. According to proponents of the reforms, particularly the Chairman of the Presidential Committee on Fiscal Policy and Tax Reforms, Dr. Taiwo Oyedele, the changes are deliberately pro-poor and pro-growth. Workers earning below N800,000 annually are exempted from personal income tax. Basic food items, healthcare, education, and public transportation have been removed from the VAT net. Small companies with turnovers of N100 million or less are exempt from corporate income tax, capital gains tax, and the new development levy. Multiple tax laws have been consolidated into a unified code to reduce duplication, confusion, and harassment.

On paper, these reforms acknowledge Nigeria’s economic distress and signal a genuine attempt to lighten the burden on the majority of citizens. However, Nigeria’s tax crisis has never been about tax rates alone.

Nigerians have lived through decades of taxation that did not translate into visible development, social welfare, or improved quality of life, as this has succinctly shown that it is fundamentally about trust. No matter how progressive, for this singular reason, Nigerians see the announcement of the reforms via a long memory of disappointment and failure, while Nigerians have increasingly become vocal in demanding accountability from government at all levels, and social media has played a powerful role in amplifying public scrutiny in recent years.

Images and videos of the alleged lavish lifestyles of public office holders and their families are alarming and circulate widely, reinforcing the perception that public funds are misused or siphoned for private gain. While not all such claims are verified, the damage lies in the perception itself since governance credibility suffers when citizens believe that those entrusted with public resources live far above the realities of the people they govern.

The Nigerian Constitution, while not explicitly mandating accountability in narrow terms, establishes in Section 14 that the security and welfare of the people shall be the primary purpose of government. The state is expected to manage the economy in a manner that ensures maximum welfare, freedom, and happiness of citizens on the basis of social justice and equality. The provisions made in Section 22 further empower the media and arm it to the teeth to hold the government accountable to the people and beyond constitutional provisions, Nigeria voluntarily signed up to global transparency initiatives such as the Extractive Industries Transparency Initiative, domesticated through the NEITI Act of 2007. Over the period, NEITI has helped improve disclosure in the extractive sector, as its mandate does not extend to tracking how revenues are spent, leaving a critical accountability gap.

This gap is most evident in the lived experience of Nigerian taxpayers. Intrinsically, the average Nigerian does not experience taxation as a collective investment in shared prosperity. Instead, taxation feels like an added burden layered on top of already crushing personal responsibilities. Nigerians generate their own electricity through generators, source water privately, pay for security, indirectly fund road maintenance through vehicle repairs, and bear healthcare and education costs out of pocket. When citizens pay taxes and still bear the full cost of survival, taxation begins to resemble organized extraction rather than civic contribution.

For instance, the stories of Mr. George and Mr. Kunle reflect this reality. Mr. George, is an earned salary worker who has personal income tax deducted monthly through PAYE. Meanwhile, George also pays for electricity, security, water, road repairs, and private schooling. What about Mr. Kunle, who is a small business owner and chooses not to pay taxes voluntarily with the belief that the government has failed to meet its obligations and other rights? Their frustration is widely shared. According to the IMF, only about 10 million Nigerians out of a labour force of 77 million are registered taxpayers. This low compliance is not a product of ignorance alone, but of a deeply broken social contract.

Over the years, successive governments have attempted to address low compliance through amnesty schemes such as the Voluntary Asset and Income Declaration Scheme. Though these initiatives temporarily expanded the tax base, their long-term impact remains questionable because compliance driven by fear of penalties or temporary incentives does not endure where trust is absent. In Nigeria, tax compliance is often compelled rather than voluntary, just as we are about to experience in this new regime, enforcement tends to replace persuasion. This approach may generate short-term revenue, but it weakens legitimacy and fuels resistance.

Academic studies on taxation and accountability in Nigeria reinforce this conclusion. While global literature suggests a strong relationship between government accountability and voluntary tax compliance, Nigeria’s experience has been distorted by weak institutions and limited political legitimacy. This should be noted by the policymakers that where citizens perceive government as unaccountable, coercion increases, collection costs rise, and evasion becomes normalized. Hence while, the result is a vicious cycle in which low trust breeds low compliance, prompting harsher enforcement that further erodes trust.

Other jurisdictions offer valuable lessons. For instance, today, a country like Sweden has one of the highest tax-to-GDP ratios in the world with remarkably high compliance rates, and this has been the norm despite imposing steep personal income taxes. The reason is simple, in the sense that transparency and visible benefits are not far-fetched. Citizens know how their taxes are spent and experience the returns through quality education, healthcare, social security, and public services. Taxation is viewed not as punishment but as a shared investment. In China, targeted tax deductions for healthcare and education similarly align taxation with social needs, reinforcing compliance through perceived fairness.

Nigeria’s challenge is not to replicate these systems mechanically, but to internalize their core principle that enables the people to comply willingly when they believe the system works and that everyone is treated fairly.

This principle is being tested anew by the recent controversy surrounding the Federal Inland Revenue Service’s (now branded as Nigeria Revenue Service) appointment of Xpress Payments Solutions Limited as a Treasury Single Account collecting agent. Though framed as a technical step toward modernizing digital tax infrastructure, the quiet nature of the appointment, coupled with limited public disclosure, has reignited fears of revenue capture and cartelization. Critics have drawn parallels with past private-sector dominance over state revenue systems, warning against concentrating sensitive national revenue functions in private hands without clear safeguards.

Former Vice President Atiku Abubakar’s reaction captured the broader public unease. He raised an alarm while warning against what he described as the nationalization of a revenue collection model that had previously raised serious transparency concerns and the Nigeria Revenue Service (NRS) has insisted that Xpress Payments is merely an additional option and not an exclusive gatekeeper, the controversy highlights a deeper issue, which authenticates the fact that in a climate of low trust, silence, and lack of clarity, suspicion. Even well-intentioned reforms can falter if citizens feel excluded from the process.

With broader concerns about governance, accountability, and democratic integrity in society, this moment coincides with it. Even the recent calls by leaders such as Rotimi Amaechi and civil society organizations like ActionAid Nigeria underscore the growing demand for responsible, transparent and people-oriented leadership as being raised from different quarters. Governance indices consistently rank Nigeria poorly on accountability, while poverty, unemployment and insecurity remain widespread. That is what, in such a context, asking citizens to trust the tax system without first restoring confidence in governance is unrealistic and unattainable.

At the core of the debate lies a fundamental moral question: when does a government have the right to tax its citizens? Taxation is not charity and it is not magic. It is a contract. Citizens surrender a portion of their income so the state can provide security, infrastructure, justice, and essential services that individuals cannot efficiently provide on their own. When this exchange functions, taxation feels legitimate. When it fails, taxation feels coercive.

No doubt, legally, the Nigerian state retains the power to tax, but morally, legitimacy depends on performance. Security is foundational. Infrastructure enables productivity. The government must understand that healthcare and education protect human capital, while transparency ensures fairness. And, when these pillars are weak, taxation loses its ethical grounding. All that Nigerians demand is not perfection; they demand evidence that their sacrifices matter.

As the implementation of the new tax reforms takes root, Nigeria stands at a defining moment. The reforms offer an opportunity to reset the social contract around taxation, broaden the tax base, and reduce dependence on dwindling oil revenues. But the point being flagged is that reform without accountability will only reproduce old failures in new forms. To buttress this further, taxation without accountability, as being practiced in the past, will invariably undermine governance credibility and erode the legitimacy of the tax system.

And, as the scripture says, you cannot put “old wine in a new wineskin.” Failure to adhere to this instruction will lead to combustion. Yesterday’s methods or mindsets on taxation will rupture new strategies, which cannot thrive or survive because of a lack of accountability.

If the government is serious about improving voluntary compliance, it must go beyond policy announcements. Hence, must demonstrate transparent use of tax revenues, strengthen oversight institutions, limit monopolistic control over revenue collection, and communicate clearly and consistently with citizens. Most importantly, it must deliver tangible improvements in the daily lives of all Nigerians.

When citizens see roads fixed, hospitals working, schools improving, and security strengthened, compliance will follow. Voluntary tax compliance is not an act of generosity; it is a rational response to trust. Fix the system, restore confidence, and Nigerians will pay, not because they are forced, but because the contract finally makes sense.

Blaise, a journalist and PR professional, writes from Lagos and can be reached via: [email protected]

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Nigeria’s Year of Dabush Kabash

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Dabush Kabash

By Prince Charles Dickson PhD

The phrase Dabush Kabash—popularised by the maverick Nigerian preacher Chukwuemeka Cyril Ohanaemere (Odumeje)—was never meant to be a political theory. It was theatre, prophecy-as-performance, the language of shock and spectacle. Yet, as Nigeria inches toward 2027, Dabush Kabash will not just be in the pulpit, it will find a comfortable home in our politics. It will describe the collision of ambition, uncertainty, bravado, confusion, alliances, betrayals, and loud declarations that mean everything and nothing at the same time.

This is a season where everyone is speaking, few are listening, and the ground beneath the republic feels unsettled. A year where political actors are already campaigning without calling it campaigns, negotiating without admitting it, and defecting without shame. Nigeria, once again, is rehearsing power before the curtain officially rises.

As 2027 approaches, the scramble is neither subtle nor dignified. Atiku Abubakar has made it clear—again—that he will not step down for anyone. His persistence is framed by supporters as resilience and by critics as entitlement. Either way, Atiku represents continuity in Nigerian politics: a belief that the centre must always hold him, regardless of shifting public mood.

Then there is Peter Obi, still buoyed by the aftershocks of 2023, where belief momentarily disrupted cynicism. Whether that energy can be sustained, institutionalised, or translated into broader coalitions remains an open question. Charisma without structure has limits; structure without imagination does too.

Rotimi Amaechi, restless and calculating, watches the chessboard from the sidelines, never fully out of the game. Nasir El-Rufai continues to speak as though he is both inside and outside power, simultaneously insider, critic, and ideologue. Rabiu Kwankwaso, with his disciplined base and regional gravitas, remains a reminder that Nigeria is not won on social media alone.

There are new brides—fresh aspirants, technocrats flirting with politics, and business elites suddenly discovering patriotism. There are old grooms—veterans who have contested so often that ambition has become muscle memory. Everyone is at the gate. No one wants to wait their turn.

If Nigerian politics needed a parable, Rivers State has provided one. The public rift between Nyesom Wike and Siminalayi Fubara is less about governance and more about control—who anoints, who obeys, who inherits political machinery.

Like exiles by the rivers of Babylon, both camps sing songs of loyalty and betrayal, each claiming legitimacy, each invoking the people while fighting over structures. It is a reminder that Nigerian politics is rarely ideological; it is intensely personal. Power is not just about winning elections; it is about owning outcomes, narratives, and successors.

The ruling All Progressives Congress is swelling. Defections are marketed as endorsements, and numerical strength is mistaken for moral authority. But Nigeria has seen this movie before. The People’s Democratic Party once enjoyed similar expansion during the Obasanjo years, only to implode under the weight of internal contradictions, ambition overload, and unmanaged succession.

Big tents collapse when they are not anchored by shared values. Congresses meant to unify often become theatres of exclusion. Candidate selection becomes war by other means. The question is not whether APC is growing, but whether it can survive the internal earthquakes that primaries inevitably unleash.

Meanwhile, the Labour Party stands at a crossroads. The reported ambition of Datti Baba-Ahmed to run as a principal candidate raises deeper questions about succession, internal democracy, and the danger of mistaking momentum for permanence. Movements are fragile when institutions are weak.

Coalitions are forming quietly across regions, religions, and old rivalries. Old enemies share tea; former allies exchange barbs. In Nigeria, there are no permanent friends, only temporary arithmetic. North meets South. Centre negotiates with margins. Everyone is counting delegates, governors, influencers, and platforms.

But alliances without memory are dangerous. Nigeria has a habit of forgetting why previous coalitions failed: unresolved grievances, unequal power-sharing, and elite consensus that excludes the citizens. When deals are made above the heads of the people, legitimacy becomes borrowed—and debt always comes due.

While politicians posture, Nigerians are trying to understand a new tax regime, rising costs, shrinking incomes, and policy explanations that sound more academic than humane. Economic anxiety rarely announces itself with protests at first; it shows up as withdrawal, distrust, and apathy.

Every political drama in 2026 will touch the economy. Every economic policy will shape the political mood. You cannot separate the two. The tragedy is that economic suffering is often treated as background noise while political ambition takes centre stage.

So yes; this is the year of Dabush Kabash. Not because it is funny, but because it is revealing. It captures a politics of spectacle without substance, noise without consensus, movement without direction. Everyone is declaring, few are delivering.

Yet within the chaos lies opportunity. Dabush Kabash also means collision, and collisions force choices. Nigeria will have to decide whether it wants politics as performance or politics as responsibility. Whether power remains a private prize or becomes a public trust.

History will not be kind to this season if it produces only loud men and empty alliances. But it may yet redeem itself if citizens begin to ask harder questions; not just who wants power, but for whatwith whom, and at what cost.

Because beyond the theatrics, Nigeria is watching. And this time, the applause is no longer guaranteed—May Nigeria win.

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AI, IoT and the New IT Agenda for Nigeria’s Growth

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IT Agenda for Nigeria growth Fola Baderin

By Fola Baderin

By 2030, more than 25 billion devices are expected to be connected worldwide, each one a potential gateway for both innovation and risk. Already, 87% of companies identify AI as a top business priority, and over 76% are actively using AI in their operations. These numbers reflect a profound shift: technology is no longer a backstage support act but a strategic force shaping economies, societies, and everyday life.

Artificial Intelligence (AI) and the Internet of Things (IoT) sit at the heart of this transformation. Together, they are redefining how decisions are made, how risks are managed, and how value is created across industries. From hospitals monitoring patients in real time to banks using predictive analytics to stop fraud before it happens, AI and IoT are moving from abstract concepts to everyday business tools.

Yet this expansion comes with complexity. As organisations embrace cloud platforms, remote work, and IoT‑enabled systems, their digital footprints grow larger, and so do the threats. Cybersecurity has become a frontline issue, no longer a technical afterthought but a pillar of resilience and trust.

The role of IT has changed dramatically. Once focused on maintenance and uptime, IT teams now sit at the centre of strategy and risk management. Cloud‑first architectures and interconnected networks have introduced new vulnerabilities, forcing IT leaders to act not just as problem‑solvers but as proactive partners in innovation.

AI is proving indispensable in this new environment. It can analyse vast datasets, detect anomalies, and automate responses at machine speed, capabilities that traditional approaches simply cannot match. Combined with IoT, AI delivers real‑time visibility across connected devices, enabling predictive maintenance, intelligent monitoring, and faster decision‑making. These are not abstract benefits; they are the difference between preventing a cyberattack in seconds or suffering a costly breach.

But the story is not only about opportunity. The rapid adoption of AI and IoT raises pressing questions about ethics, privacy, and governance. Automated decision‑making must be transparent, accountable, and fair. Organisations also face a widening skills gap, as demand for professionals who can responsibly manage advanced technologies outpaces supply.

Striking the right balance between innovation and control is essential. Security‑by‑design principles, strong governance frameworks, and continuous risk assessment are no longer optional extras. They are the foundation for trust in a digital economy.

Looking ahead, IT will continue to evolve as AI and IoT become embedded in everyday operations. Success depends not only on adopting advanced technologies, but on aligning them with business goals, regulations, and culture.

For Nigeria, this transformation is both a challenge and an opportunity. With its vibrant fintech sector, growing digital economy, and youthful workforce, the country is well‑placed to harness AI and IoT for growth. Lagos alone hosts hundreds of startups experimenting with AI‑driven financial services, while smart city initiatives in Abuja and other urban centres are exploring IoT for traffic management, energy efficiency, and public safety.

At the same time, Nigeria faces unique vulnerabilities. The country has one of the fastest‑growing internet populations in Africa, but also one of the most targeted by cybercriminals. Reports suggest that Africa loses over $4 billion annually to cybercrime, with Nigeria accounting for a significant share. As more devices and systems come online, the stakes will only rise.

Government policy will play a decisive role. Nigeria’s National Digital Economy Policy and Strategy (2020–2030) already highlights AI and IoT as critical enablers of growth. But translating policy into practice requires investment in infrastructure, stronger regulatory frameworks, and public‑private collaboration. Without these, the promise of AI and IoT could be undermined by weak security and poor governance.

Education and skills development are equally vital. Nigeria’s youthful population which is over 60% under the age of 25 represents a massive opportunity if properly trained. Universities and technical institutes must integrate AI, cybersecurity, and IoT into their curricula, while businesses should invest in continuous upskilling. Otherwise, the skills gap will widen, leaving organisations vulnerable and innovation stunted.

Ethics and trust must also remain central. Nigerians are increasingly aware of data privacy concerns, from mobile banking to health records. Embedding transparency and accountability into AI systems will be critical for public acceptance. Leaders must ensure that innovation does not come at the cost of fairness or human rights.

Real‑world examples already show the potential. Nigerian hospitals are beginning to explore AI‑enabled diagnostic tools, while logistics companies use IoT to track deliveries in real time. These innovations demonstrate how technology can improve lives and strengthen businesses, but they also highlight the need for robust safeguards.

Ultimately, Nigeria’s digital future will be shaped not only by technology but by leadership. IT leaders, policymakers, and entrepreneurs who embrace AI and IoT responsibly with a clear focus on security, ethics, and long‑term value creation. This will be best positioned to navigate an increasingly complex threat landscape. The question is no longer whether to adopt these technologies, but how to do so in a way that builds resilience, trust, and sustainable growth for Nigeria’s digital economy.

Fola Baderin is a cybersecurity consultant and AI advocate focused on shaping Nigeria’s digital future

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