IN THE BOARDROOM WITH DELE FAJEMIROKUN, CHAIRMAN, AIICO, BY MIKE AWOYINFA

(PRESS  CLIPS)

He is the heir to an illustrious Nigerian business legend Chief Henry O. Fajemirokun, the most renowned businessman of his time, the man who owned Henry Stephen Group of companies that numbered 18 companies before his death in Abidjan while leading a Nigerian business delegation to Cote D’Ivoire. After his father’s death, Dele Fajemirokun, the eldest son took over the mantle of leadership and proved himself a chip off the old block, reinventing his father’s businesses as well as creating his own, leading to his rise in business to become the chairman of AIICO Insurance, Xerox HS (Nigeria), Kings Guards, Chicken Republic and so many others which he co-founded with other partners.

Unlike his father who was the sole owner in majority of his companies, Dele adopted a business philosophy of co-founding enterprises.  “I believe in working with others, sharing the risk, sharing the same ideas, buying into the same investment thought process and building a company from concept to establishment,” he says.  “Being a sole owner would have worked for me, just as it worked for my father and some others.  On the other hand, I saw some need for succession by association.  As our people say, You chop alone, you die alone.  That was why when the first generation of so-called Nigeria’s businessmen died, their businesses never lived after them.  This succession-driven kind of association drove me to co-found companies such as Telecommunications Consultancy Services (T-CAS) in partnership with Americans.  That was the highly structured company where I first became Executive Chairman in 1979.”

Right from the onset, Fajemirokun had seen setting up a board and board sub-committees as extremely vital to drive business growth and survival.  But it was with AIICO Insurance that he had his first board experience in a public-quoted company.  He was one of the boardroom leaders interviewed for the book 50 NIGERIA’S BOARDROOM LEADERS from which these 7 points are distilled:

1. My journey to the board basically started with my education. As an economist, I have always known that when you start a company, irrespective of the nature of your goods and services, you must start with the basic structure, namely the Board of Directors heading the organogram.  The essence of having a board is to instill discipline into the owner, even if he owns the company hundred percent.  Two heads are better than one as the saying goes, but I will add that three heads are better than two.

• After my father’s death, his companies were headed and chaired by his deputy, the late Prof. Ayo Ogunsheye while he replaced himself with me as the Group Executive Director. This is a family business.  I stepped up on taking care of the health of my own businesses, not the kind of family show with board members who are family members or friends.  Those with inputs in the business got nominated into the board—sister, brother or friend—and many times, the board was not really functioning and I found myself managing family more than his business but putting up the perception that all was glowingly well to the public and financial institutions as the first born.  It worked!  With time, I learnt to flesh the contribution of others and gradually, they learnt to respect the responsibility of being board members.  Generally, boards try to attract people with different skills.  In my own case, I try to bring people that know more than I do in finance, law and other vital areas.  Their expertise is added value and gains to the business.

3. I have never forced my way into any board. Getting on the board of some limited liability companies was through my investments.  People who know my business acumen, who judged my by the perception as a successful businessman, also invited me to join their boards because they thought I could bring added value.  In fact, I was appointed in absentia into AIICO which I bought into when FGN sold out on privatization.
4. From experience, the boardroom is a “normal” place but a “deadly” serious place as you all are deliberating with decisions for the company never to die—that is to outlive all in the boardroom. It may be a hot seat for management, especially when executives defend what has happened to the enterprise in the last quarter, in the last half year, the last three-quarter of the year and in the last one year.  Failing in that task may cost them their job.  Therefore, the boardroom is not a playground for management members when they come to defend before the board.  It is not a playground either for board members because their reputation, integrity and most importantly their fiduciary responsibilities (which can send one to jail) are at stake.
5. In the new corporate governance environment, there is no room for placebo boards. To this end, a template has evolved for accessing the performance of boards.  The convention is to invite consultants to audit the board for the company.  The process is partly self-examination.  Each director is required to assess his or her colleagues vis-à-vis who contributes more or less.  And in doing so, the individual director gives his or her opinions about others via a structured template.  Board members know who contributes meaningfully and who just talk for talking sake. You don’t want to be seen as just opening your mouth and being stupid.
6. The board is not the place where irrelevant topics are entertained. The time to talk politics or personal issues is before or after the meeting.  Once the meeting commences the board deals strictly with the business of the company.  A director cannot afford not to be attentive because in case the company gets into a legal tussle, a director cannot plead ignorance in the law court.  If the board is convicted, you would be jailed with the rest of the directors.  Therefore, for every minute spent at a board meeting, a director should be awake and alert.  On the board, politics do come for discussion but participatory politics is highly discouraged.  Whoever wants to play politics can first resign from the board and from the company and then proceed on his or her political quest.  This goes for all executives and staff of any company I am associated with.
7. The chairman is really first among equals.  He is at first a director before becoming a chairman.  And in any case, he is still a director.  That is why any member of the board could chair the meeting in the absence of the chairman.  A board chair that becomes hawkish or overbearing doesn’t bode well for the future of the company.  He will not get the best from the board.  Moreover, a good board will not stand him and can request his removal.  A significant part of the board meetings is spent on reports of the various committees, especially the report of the managing director, which must have included some aspects of the committees’ works.  It is expected of the chairman to have done his homework on the reports.  Knowing that the MD will be defending his report on the quarterly activities of the company, the chairman expectedly is going to read the report line by line and between the lines too by applying his knowledge of what is happening in the market.  That is the homework he and other directors do, so they can advise/direct management through the managing director on how to go further by giving new guidelines for them to run with. Contributions matter on the board.  Once you are invited to a board, do your homework on the company: What is the company about?  What is its position in the scheme of things in the society?  Who are its competitors?  What is the company doing that it should not be doing?  What is it not doing that it should do?  It is imperative for directors do their homework before going to the board.  The Internet has widened their options in this regard.