In a firm demonstration of its thought leadership and commitment to advancing best practices in corporate governance, leading Nigerian commercial law firm Kenna convened an exclusive executive session in Lagos; the third edition in its executive governance series. The high-level event brought together business leaders, corporate regulators, and governance professionals from across diverse sectors to deliberate on strategies for enhancing board-management synergy in contemporary organisations.
Themed around the future of governance in an evolving business environment, the session sought to promote alignment between oversight and execution within companies—an imperative for ensuring long-term organisational resilience, ethical leadership, and strategic agility.
Delivering the keynote address, the Director-General of the Securities and Exchange Commission (SEC), Dr. Emomotimi Agama, underscored the critical role that well-governed companies play in the nation’s economic development. He noted that effective corporate governance goes beyond compliance—it is a catalyst for economic stability and institutional credibility. Dr. Agama cautioned, however, that the pursuit of harmony between boards and executive management must not blur the essential lines of accountability.
“Trust and respect are the bedrock of effective decision-making and collaboration,” Dr. Agama stated. “As regulators, we frequently encounter disputes between boards and management that stem from personal interests rather than institutional goals. This must be corrected. A shared purpose, nurtured through transparent communication and mutual understanding, is non-negotiable in today’s corporate landscape.”
In his keynote titled “Strategic Governance: Harmonising Oversight and Execution for Sustainable Growth”, Prof. Fabian Ajogwu, SAN, Senior Partner at Kenna and Nigeria’s first Professor of Corporate Governance, elaborated on the foundational responsibilities of boards as stipulated in the National Code of Corporate Governance 2018. These include appointing and evaluating the Chief Executive Officer, setting and monitoring the strategic direction of the company, and establishing risk management frameworks.
Professor Ajogwu drew attention to historical instances where lapses in governance led to systemic breakdowns. He referenced the Volkswagen emissions scandal and the collapse of Alpha Merchant Bank as cautionary tales underscoring the consequences of poor board-management dynamics.
“To ensure effective governance, organisations must define the boundaries between the board’s oversight function and management’s executive mandate,” Prof. Ajogwu advised. “This can be achieved through clearly articulated role metrics, a comprehensive board charter, and a strong board culture. A capable company secretariat and a clear protocol for issue escalation are also indispensable. Ultimately, governance systems must be stress-tested to ensure robustness in real-world scenarios.”
The executive session also featured an interactive segment where Mr. Titus Osawe, Coordinating Director at the Financial Reporting Council of Nigeria (FRC), expounded on the regulatory body’s approach to corporate governance. Mr. Osawe explained that the FRC’s mandate focuses on developing codes and standards that guide corporate actors, rather than interfering in internal company affairs.
“Our goal at the FRC is to provide a compass—through codes and guidelines—that helps boards and management stay aligned in their respective roles,” Mr. Osawe noted. “This framework allows companies to maintain accountability without stifling innovation or operational decision-making. Where necessary, we also tailor governance provisions to address sector-specific risks and needs.”
Bringing a private-sector perspective, Dr. Ayotunde Coker, CEO of Open Access Data Centres, shared practical insights on managing difficult decisions at the board-management interface. He advocated for a coaching-style relationship between the Chairman and the CEO, wherein guidance replaces confrontation, and dialogue fosters problem-solving.
“For boards to remain relevant, members must invest in continuous learning, particularly in the face of rapidly evolving technologies and regulations,” Dr. Coker advised. “Likewise, management must keep the board regularly informed to enable timely and informed decisions. Where insight and execution align, even the most difficult choices can become avenues for growth.”
Contributing further to the conversation, Ms. Nimma Jo-Madugu, Partner at Kenna and a member of the firm’s Corporate Governance & Regulatory Compliance Unit, addressed the early signs of governance failure. According to her, a breakdown in honest communication often precedes serious dysfunction within organisations.
“Board overreach and management missteps are often rooted in communication breakdowns,” Ms. Jo-Madugu said. “When feedback is stifled and roles become blurred, the organisation suffers. Missed targets, talent attrition, and failed projects are often symptomatic of deeper governance issues. The remedy lies in cultivating open dialogue, where questions are welcomed and clarity is prioritised.”
The session was moderated by Abasiemediong Etuk, Co-Coordinator of the Corporate Governance and Regulatory Compliance Unit at Kenna. The audience comprised senior executives from some of Nigeria’s most prominent institutions, including MTN Nigeria, Atlantic Refinery, Guinness Nigeria, Lagos Free Zone, Zenith Bank, Seplat Energy, Stanbic IBTC Bank, Optimus Bank, Afrinvest, Total Marketing, and PAC Capital, among others.
As discussions concluded, it was evident that advancing synergy between boards and management remains a top priority for stakeholders in Nigeria’s corporate and regulatory landscape. Through such platforms, Kenna continues to position itself as a leading voice in shaping the governance discourse within and beyond Nigeria.
