A pro-democracy activist and lawyer, Osa Director, has sued MTN Nigeria Plc. In suit No. FHC/L/CS/1413/24 filed at the Federal High Court, Ikoyi, Lagos, the activist vide an originating summons is asking the court to dissolve the board of MTN.
Without prejudice to the outcome of the case now before Justice Deinde Dipeolu, it is important to interrogate the context and motive of the suit, its propriety and relevance. But, first, it must be established that the plaintiff reserves the right to seek and pursue judicial intervention on a matter he deems fit.
In this instance, he is accusing the telecommunications giant of industry capture, undue dominance and influence peddling with the calibre of persons it has filled its Board with. In his submission, the MTN Board is populated with men and women with regulatory agency experience and clout. “The board of MTN being occupied by individuals who have a history of regulatory oversight, taxation authority and pensions will undermine the integrity of our various institutions and create room for influence peddling and regulatory capture,” the plaintiff asserts.
For example, he argued that Dr. Ernest Ndukwe, an engineer of repute, who is the current chairman of MTN board was a former Executive Vice Chairman of the Nigerian Communications Commission, NCC, which was a licensor and chief regulator of MTN.
Also, Mrs. Ifueko Omogui Okauro, another director on the board of MTN was the pioneer Chief Executive of the Federal Inland Revenue between 2004 -2012.
Another Board member spotlighted was a former minister of Communication Technology, Mrs. Omobola Johnson, an engineer. The ministry she presided is charged with performing oversight function over MTN. Also, the pioneer Director General and Chief Executive of National Pension Commission, Pencom, Alhaji Mohammad K. Ahmad is on the board of MTN. His argument is that such constituted board gives undue dominance and advantage to MTN. To him, it amounts to influence peddling and industry capture.
Among the reliefs sought by the plaintiff are, a declaration that the appointments of the affected officers to the board of MTN contravenes universally acceptable corporate governance practices. He is asking the court to grant an order nullifying their appointments, and a perpetual injunction restraining the affected persons, their servants, agents and or privies from either further appointing or accepting any such appointment.
The plaintiff is also requesting the court to mandate the affected persons to refund benefits, monetary or otherwise already received by them by virtue of their appointments. A cost of N50 million is demanded to be awarded against the defendants. While it is appropriate to leave the court to determine the fate of the afore-listed prayers, it is equally imperative to state the liberties and privileges available to MTN to make appointments into its Board.
First, it must be stressed that MTN Nigeria which is duly listed on the Nigerian Exchange (NGX) has been a market leader since 2001 when the early bird mobile network operators (MNOs) rolled out services. This was many years before the appointment of the ex-regulators as claimed by the plaintiff. Therefore, their appointment cannot equate to ‘market capture’ in a market in which MTN was a clear leader ab initio.
The plaintiff portrays MTN as an unpatriotic entity with a tendency for undercutting competition. This is an unkind cut even as it is an uncharitable assertion to make on a company that showed unwavering confidence in the Nigerian market more than the competition. Nigerians are witnesses to the heavy investments made by MTN from 2001 which also gave it a head-start in the marketplace, amassing more subscribers and acquiring the status of a telco with more national spread.
Needless restating here that as part of its culture of global best practice, MTN has always recruited masterminds, unassailable professionals and technocrats with a pedigree of sterling performance. The cast of Board members listed by the plaintiff fall within the class of professional outliers with a track record of excellence. MTN has not offended any Nigerian law by appointing the best of the lot. It is in tandem with its culture of placing merit above mediocre.
Besides, these men and women have left their past duty posts as regulators and are not known to sit actively on the board of other corporates that are in competition with MTN. It is unfair to criminalise an entity that places premium on excellence.
When has it become a sin to hold public office in Nigeria and to hold further offices afterwards? It’s hard to point at any law in Nigeria’s legal jurisprudence that MTN and the defendants violated. There appears here a conflict between law and sentiment. We leave that for the court to adjudicate on.
In the case of Ndukwe, the NCC guidelines for EVCs and Commissioners prescribe three years cooling off period after service before taking up another assignment. Ndukwe exited NCC in February 2010 and did not take up any employment or board appointment until 2018, a good eight years after leaving office.
The same applies to all the other directors listed in the affidavit. They were appointed into public offices after successful careers in the private sector and they returned to their respective private sector endeavors after the few years spent in government assignments. It should be stated that the four person’s stint in government represented less than 20% of their total work experience. So, where is the offence?
Anybody with access to the plaintiff’s submissions in his originating summons would think that MTN is a recalcitrant corporate which does not play by the rules. Yet, this is MTN Nigeria that has paid out billions in taxes to Nigeria; the same MTN that has awarded 13, 717 scholarships to 4,949 Nigerian students within 13 years through its Foundation. The same MTN Nigeria that spent about N29 billion in 2024 to deliver primary healthcare at the grassroots across the country, partnering with the Private Sector Health Alliance of Nigeria to deliver 52 Primary Healthcare Centres (PHCs) across the country; and with a promise for additional 40 qualitative and affordable PHCs.
MTN is one of the highest tax-paying companies in Nigeria. In July 2024, MTN paid over N549 billion in taxes and levies to the Federal Government. It ranks as top VAT-payer in Nigeria contributing over N200 billion in VAT per month to the national purse. This MTN has executed 1,023 projects across Nigeria alongside 50 unique projects, reaching over 31 million people.
Since it stepped into Nigeria, MTN has been doing good. Everywhere you go, MTN’s imprints of common good for the good people of Nigeria stares you in the face. From education, healthcare, human capital development and infrastructure, MTN has become a recurring factor in Nigeria’s development. The company that is spending over N200 billion for the completion of the 110km Enugu -Onitsha dual carriageway under the Tax Credit Scheme of the Federal Government cannot suddenly be branded an outlaw. MTN Nigeria is a responsible corporate citizen and it cannot be otherwise branded.
· Umukoro, public policy analyst, writes from Lagos.
