Irukwu’s Home Truths From The Grave, By Mike Awoyinfa

So Professor Joe Irukwu, Nigeria’s Father of Insurance and Africa’s first insurance lawyer is gone.  Gone the way of all flesh.  Irukwu gone like the giant, ancient Iroko tree cut down.  Gone in a blaze like a burnt down library.  Gone with the wind.  Gone forever and ever and ever.  How are the mighty fallen!

Pa Irukwu, the gentle giant of the boardroom is gone with all his erudition and wisdom acquired in his 89 years on Mother Earth.  Oh, what a man rich in knowledge and experiential wisdom!  Here lies the ultimate insurer who couldn’t insure himself against the inevitability of death.  Here lies the man of letters whose many books have insured him from the oblivion of passing time.  Here lies the sage who is not called “Prof” for nothing.  The man who in his lifetime professed, exuded and symbolized leadership in the boardroom, classroom and the courtroom.  He was one of the boardroom gurus I interviewed for my bestselling book, “50 NIGERIA’S BOARDROOM LEADERS—Lessons On Corporate Governance and Strategy.”

A veteran of over 100 boards, Irukwu had seen it all—the good and the bad.  “I have been on some very good boards and I have been on some boards that were not so good,” he said in my book on the Nigerian Boardroom.  “I like foreign companies that have a lot of faith in Nigeria, her people and economy.  Guinness is a classic example of a successful company built on good governance, solid business policies and total commitment to Nigeria.  That is why I stayed in the board for so long…The worst that can happen is to have a person of weak character as chairman of a company dominated by the owner.”

From my board book, I bring you 7 Irukwu home truths on boardroom leadership in Nigeria:

1. On the essence of a board, Irukwu says: “The reason you have a board is because companies are owned by shareholders.  Quite often, there are a number of shareholders, and they are too many to be involved in the governance of the company.  You can’t have 2,000 shareholders managing a company.  That would be chaos.  So they elect a number of their representatives, about ten or fifteen, to constitute the board of directors, and the board of directors has the responsibility of ensuring that the management of the company runs it in line with the corporate policy, the vision and the ideas of the founders of the company.  So, in sum, the essence of having a board is to be able to have the ideas of the shareholders represented in the management of the company.  In effect, the board of directors is there to manage the company effectively.”
2. On the relationship between the chairman and the managing director, Irukwu says: “The character of the board is quite often shaped by the personality of the chairman and the personality of the managing director. If the two of them are men of character, men of discipline, men who command respect, others would follow; but if the chairman and the managing director are gangsters, the board will fight.  In my lifetime, I have been on more than 100 boards, both national and international.  I have seen everything unfold.  I have seen warfare in the boardroom.  I have seen dignity and serious work.  The nature of a board depends on a lot of factors: What is the corporate objective of the company?  What sort of people do they have managing the company, at the board and at management level?  What sort of personality is the chairman of the board?  What sort of personality is the managing director?  If the two of them have characters that blend in a positive way it helps the company a great deal.  Whilst it is important that you choose the chairman and your managing director carefully because they can wreck the company and they can build it.”
3. On the character of the board chairman: “The chairman of the board has to be a highly respected person who has a peaceful composure and a serious disposition. He has to be somebody with wide experience especially in board management, in human relations, in leadership.  He has to be very sound.  He must have integrity.  He must be a balanced person.  He must not be a person who is very emotional and sentimental.  He must be tolerant, otherwise he is apt to get into quarreling with members of the board.  He must be open-minded.  He has to be a decent person.”
4. On his two boardroom role models: “There are two people I held in high esteem as chairmen in the board.  One was Akintola Williams, the other was Pius Okigbo.  They are brilliant people.  I served with them on different boards.  What I found interesting about them is that they had no time to waste at meetings.  They rushed you through decisions, made sure you took decisions quickly, especially as they got older.  Perhaps their personalities intimidated the other members of the board.”
5. On boards he doesn’t like: “I have a great dislike for a system where you have an imperial chairman who combines the dual positions of chairman and CEO. The reason is simple.  We are human beings and no human being is perfect.  For that reason I prefer a division in the role of the chairman of the board and managing director, chief executive officer of the organization.  When a man combines the two, it becomes too difficult for him to be controlled.  We need a board to control the managing director because people can easily get power drunk.  When you have a situation where one person doubles as chairman and chief executive of the organization, it is a bit untidy in my view.”
6. On the board and domineering owners: “The worst that can happen is to have a person of weak character as chairman of a company dominated by the owner. It is a terrible thing because however good he may be, the owner’s first interest is himself, and that first interest may not be the interest of the organization.  Interest of the organization encompass the interest of all shareholders, including the minority shareholders, interest of the stakeholders which include the shareholders, staff, customers and national interest.  Therefore to have a dominant interest held by one person (who probably appoints majority of the directors) is a terrible situation, especially if that majority shareholder is not enlightened either because of his limited exposure or limited education.  It is a tragedy that should not be allowed.  A board must have a strong chairman who would tell him: ‘I’m sorry, you would not do this.  This is the position of the board.’  In all the places I worked, this is always what caused trouble between me and the majority shareholders.”
7. On changes he would like to see in the boardroom: “Nigeria is in a season of change; the change mantra permeating all the pores of our national consciousness. Applied to the boardroom, what kind of change would I like to see in the Nigerian boardroom?  First, every member of the board is important; therefore, there is no need appointing people who have no track record of competence and integrity to the board.  We have a number of lousy people who do not understand the role of the board but are in the boards of some companies either because their parents put money into the company or because they have impact in some aspects of our national life.  I would like to see people appointed to board based on track records. Integrity is important.  Anybody without the right exposure, education and experience is not fit to be on the board of a serious-minded company.”