Nigerians are the most anxious people in the world

A.P. Ibironke

Apostle Prophet Israel Olufemi Ibironke is the General Overseer and presiding pastor of the Assembly of the Faithful Worldwide, in this interview with GOKE OLUWOLE and TAI SHOFELA, the Flight Operations Officer with the Nigerian Airways highlights the prospect of Nigerian transforming into an economic giant and the relationship between individual success in business and the ability to remain focused on a business venture

How would you describe your background?

I am by God’s grace the General Overseer of The Faithful Church Worldwide, born exactly 60 years ago, today, February 5, happened to be my birthday, February 5. I was born, bread, and raised in a good Christian home, my family church is the Apostolic Church, and my siblings are nine, eight boys and one girl. All the eight boys, today, are Pastors but I am the only one that administers a ministry outside the Apostolic Church. I am still part and parcel of the Apostolic Church till today, my calling is that of a prophetic apostolic.

In the early days of my life, I used to work with the Nigerian Airways as a Flight Operation Officer [a trained aviation expert for over 20years], I left to go into private business as a Cold Room –frozen food merchant, operating business then under the registered name of Hibbies Nigeria Limited, which was then my company’s name. My cold room then was popularly known as Big Fish Cold Room situated at Surulere, Itire and Ijeshatedo.

But I had to leave the business due to various spiritual attacks. I lost all my businesses in the course of finding solutions to my afflictions until I accepted him. While we were growing up we were all members of the Apostolic Church Choristers at the Inalende Assembly, Ibadan. But while working at the Airport, I decided to become a free thinker so I can do whatever I like and that was the beginning of my troubles, such that wherever I went I always saw the hands of God.

Between 1989 and 1990, I was afflicted with a very terrible sickness that defied all healings, I was bedridden for nine months, and for days, I couldn’t drink nor eat. In that state of health I would have dreams where I would find myself evangelizing, preaching and whenever I woke up the Doctors and the Nurses told me that I was always talking during my sleep. At times they will say I was smiling at some unseen guests.

After the ninth month, I got divine healing and a divine mandate to kick start my ministry I told God where and how, but I was directed to Anthony Village from my residence at Ketu, in Lagos State here. Precisely on 1 January, 1995 I moved to the Adekoya Community open field with myself and children where the lord fulfilled his promised that he will build a cathedral for us called the Cathedral of the Faithful on Ikorodu road.

What are the things that differentiate your ministry from the others?

Since the establishment of this church many transformational and revolutionary activities have been introduced by God through our instrumentality. I am not called for televangelism that is why most people always ask why I am not on air, this is not because of lack of money but it is our divine mandate not to go on air.

The most notable differentiation of our ministry is our annual Feast of the Nobles, celebrating the irrevocable call of God, we always celebrate it, but now it is celebrated according to Gods command Bi-annually with an Award ceremony for distinguished Nigerian who are doing wonderfully in their chosen professions and even those in governance that are doing marvelously well are honored as our own little way of identifying with them. At least, if your child did well, you’ll pat him on the back, so that he would be encouraged to do more and even better.

I am a positive thinker, I have a pact with God that during my time, Nigeria must be the greatest nation in this world. Many Americans, when they wake-up in the morning, before their morning devotion, say, “God Bless America,” why will such nation not be great? How many of us who are even religious leaders pray for our nation and our leaders. Despite the global financial Meltdown hitting the American economy, the people are still hopeful on President Barrack Obama.

But do we in Nigeria have leaders with Obama qualities? Apart from Governor Babatunde Fashola of Lagos State, tell me how many present and past leaders have the Obama’s pedigree. God has mandated us from this ministry to preach hope and prophesy about the great future of this nation, it is God desire to still make Nigeria the African capital of the world. Please beware of the evil preachers and prophet of doom within the churches who are always seeing evil. What God is showing us is very different, we see hope and a total rebirth and renewal in the land, some will prophesy death, evil, sorrow and they will pray towards it to come to fruition so that people can hail them that they are seeing visions. But why should any servant of God be seeing vision about death and blood in the land why can they silently pray to ward it off in the land?

Please tell us more about this your Bi-annual Feast of Nobles ?

Yes, the feast is for the nobles, when you feast with the Lord you become a Noble, all the disciples of Our Lord Jesus Christ were called Nobles after they dined with Christ at the last supper. For us, our identified leaders too will become Noble men and women when they are feasted in the Cathedral of the Faithful. This event will hold inside the Faithful Cathedral, on Saturday, 28 February, 2009. A lot of Nigerian have been identified and screened by a panel of judges which include many men and women of integrity.

Since the Lord mandated us to start the feast none of the people we’ve honoured here had been indicted of any illegality or abuse of office or charged with corruption and embezzlement while in office. Our panel of Judges is led by one of Nigeria’s most respectable Jurist, Hon. .Justice G.O Kolawole, who is a justice of the Federal High Court, currently sitting on the case of the man with 86 wives. Hon. Justice Kolawole is by His grace a member of this Church and he is an ordained Deacon. The feast is celebrated in grandeur and spiritual ambience as directed by God, the Nobles we select are not necessarily big names but how we perceived their great achievements.

With the gathering of the ominous cloud of economic problems over Nigeria, what do you think is the way out?

The only way out is for us in this country to be patient. Little drops of water, little grains of sand make a mighty ocean. So all of us should join hands together with the government to salvage our economy, we need to learn how to be patient even a seed must have a sowing, grooming, and harvest time so is the situation in the country.

God himself is a God of orderliness, Nigerians are the most anxious people in the world, you see a lot of business men losing focus on their businesses, many marriages are failing and a lot of students are failing out of colleges and University just because they are not focused and patient in the race to success. Success is for the steady not the weary.

Some Christians have turned themselves into religious wanderer while some business men have also turned themselves into business wanderer in the course of looking for risky shortcuts. There is a popular Yoruba adage which I imbibed from my father that goes like “before the yam is transformed into pounded yam, it must be pounded in the mortar and that it is only when you keep looking at a spot that you see things well and deeper, it is also when you continue to urinate on a spot that your urine will foam“ all these form part of the Yoruba’s belief system and they underscore the principle of been focused and dedicated.

For Nigeria to be great, we must all learn that for a business to be regarded as not profitable it must have been operational for not less than three years, before we start to complain. These are part of the things that had led many to be preyed upon by scammers and financial predators in business circles. In advanced countries many of our people there work for hours and in those hours, no room is left for cavorting. Let’s follow the laid down rules of God rather than the laid down precepts of Men. Many failed in business because they build their business on shallow ideas, no feasibility studies,

We should also learn to appreciate government policies; we should try to understand that not all government actions are politically motivated, many are with good intentions like what Governor Fashola is trying to do in his attempt to transform Lagos State.

In our time, Nigeria will be good again, look at all these thieving governors and public office holders, go and look at those of them that had died; they were victims of one terminal ailment or the other. Some you will not have heard of before, so God has his own EFCC, because the other appellation of money is trouble, when you get to acquire too much money it will affect your psyche.

I remember the first day in this ministry when somebody paid a tithe offering of N350,000 then for one week I couldn’t sleep even I was afraid to put it in my room I kept it under the staircases and covered it with some rags and other abandoned items under the step so every morning I will have to check it and took some, and whenever there were any strange noise I will be scared whether somebody was coming to rob us of the money.

Among religious groupings in Nigeria there is this contentious issue over government’s intention to tax certain qualified income, what is your response?

Few years ago when the issue of divine healing and preaching prosperity on the pulpit was generating serious concerns among Christians, I was one of the selected pastors invited by NTA Lagos to come and discuss the issue and throw light on it. For me, my vision, calling and anointing is a mandate to lead a generation of righteous believers and as passionate advocator of divine mandate and apostolic prophetic utterance among church leaders I support the preaching on pulpit of divine healing and prosperity because my own God is God of the rich.

He had promised me that he will not call me to poverty but to prosper in my ministry but Christians must very vigilante so some lions in sheep skin among the Pastorate crowd will not use these things to cajole them into religious servitude to enslave their followers.

On the issue of the government intention to introduce tax, this, to my mind is a baseless rumor, but if it becomes a reality because out of every ten rumours in Nigeria six are always genuine, so if government of the day decided to forge ahead with the plan, good for them, if it is the only avenue that will aid the final transformation of Lagos Pastors must pray for divine wisdom before reacting. I, for one, will support such idea, after, all I am already a dedicated tax payer and a passionate advocate for the transformation of Lagos. We at the Faithfuls’ are ever ready to support any genuine and sincere move to liberate the people of Lagos from the stranglehold of backwardness and hardship.

I am proud to tell you our Church is a socially responsible organisation. If Governor Fashola calls me today, I will show him my tax certificate, this is the laminated plastic id card we are now using in Lagos, like my driving license expires today been my birthday first thing tomorrow I will go and renew it .I will implore other Pastors to pay their taxes as and when due and if tax is eventually imposed on our churches, we must pay, after all Our Lord Jesus’ disciples paid in the bible. What Pastors need to tap into is the divine provisions and the spiritual intervention of the disciples in paying their taxes.

N10 billion rocks Celtel/Zain Board: Otudeko leads directors against Bayo Ligali, others

As published in the September 01, Issue 32. ULD by ol’Victor Ojelabi

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L-R, Oba Otudeko, Celtel logo, Bayo Ligali, Zain logo

The decision by the managing director of Zain, Mr. Bayo Ligali, to disregard the objection raised by some members of the board of directors of the company over a five year rent of a property at the Banana Island, Ikoyi, Lagos for a pricely sum of $27million (N3.1billion) has caused a bitter row among directors representing the interest of Celtel BV, the controversial majority shareholders of Zain and the minority shareholders.

The dissenting shareholders are aggrieved that rather than build its own head office with the sum, the Managing Director, was allegedly pressured by Zain’s parent company in far away Kwait to rent the Plot 2, Zone L, Banana Island property for the said sum even when Etisalat, a newly set up competitor of Zain, actually bought outrightly, a property of nearly the same size at $20.8 million.

The dissenting shareholders led by Mr. Oba Otudeko have filed papers at the Federal High Court, Lagos asking a reversal of the $27million rent for the building and a declaration to stop the re-branding of the company’s product from Celtel to Zain.

Otudeko had in different letters (which were also attached to the originating summon) to the Chairman of the Board of the company, Mr. Gamaliel Onosode, accused the majority shareholders of the company of wasting a total $58million (N6.7million) on rebranding the company within two years, adding up to a record five times the company has changed its name in its seven years existence. A sum of $30million (N3.4billion) was said to have been expended on rebranding the company from Vmobile to Celtel and just under two years thereafter, the same company is now expending a sum of $28million (N3.2billion) on its current rebranding effort which dissenting directors describe as wasteful for a company that is yet to declare dividend in the seven years of its existence.

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Seven years since Econet joined other global system of telecommunication operators to usher in a new generation of mobile telephony in Nigeria, the Econet progenitor brand had since changed ownership four times within those seven years and with each change of ownership comes peculiar disagreements that have become celebrated issues of settlement at different courts of law in Nigeria and abroad.

For most telecommunication industry watchers, reviewing the seeming protracted bickering that continues to snap at the heels of the brand since its inception could be confounding. However, an industry analyst says it is best to qualify the genesis of the unremitting crises in the company as that of the right of ownership between Econet, the first operator of the GSM license and the two others, Vodacom and Celtel BV (now Zain) that had acquired majority stake in the company in quick succession.

While the outcome of who holds the right ownership of the company is yet in view, a new and perhaps, more troubling dimension have emerged, and again, aggrieved directors are heading for the court. At issue in the present conflict on the board of the company are allegations implying breaches of the underlying principles of corporate governance.

In court papers, shareholders of the company, including Mr. Oba Otudeko, Broad Communication Limited, and Foluke Otudeko are alleging that Celtel BV, the majority shareholders in Celtel Nigeria, through its appointed directors, had consistently foisted its desires on the company without regard to the appropriateness of the action or the investment held by other shareholders.

For a company that is yet to pay a dividend to its shareholders seven years since its inception, the complaining shareholders have alleged that a sum totaling $85million, about N10billion have been expended on projects that are questionable and unjustified.

The immediate precipitation of the current crises of confidence on the board of Celtel Nigeria was the decision of Celtel Nigeria’s Managing Director, Mr. Bayo Ligali to disregard the objection of some shareholders/directors of the company to pay a sum said to be about $27million (N3.1billion) to acquire a five- year leasehold of a property at Plot 2, Zone L, Banana Island, Ikoyi, Lagos, Nigeria.

Court documents averred that when Ligali proposed a resolution, at a board meeting, for the company to relocate from its present head office location at Plot1678, Olakunle Bakare Close, Victoria Island, Lagos, Nigeria, to banana Island property, the proposal was vigorously put to debate with several directors querying the rationale for incurring such an expense. Besides, there were suggestions that it would make more sense and be more prudent for the company to expend such resources in erecting its own head office building rather than expending $27million on renting new premises.

Most of the board members also noted that the lease hold rentals proposed were prohibitively expensive and that the was not conducive. The director insisted that the shareholders who had not received any dividend from the company since inception would not approve of such wasteful expenditure.

Ligali and other representatives of Celtel BV on the board were said to have responded to these arguments against the proposed transaction was that the “Group,” had approved the transaction. By “Group” Ligali and those on his side were referring to the parent company of Celtel BV in Kuwait. The other directors were said to have made it clear that their fiduciary (the responsibility to look after someone else’s money in a correct way) duties were owed to Nigerian law and not to the so called “Group” and that the decisions with regard to the company should be taken in good faith by its board and not by any “Group” outside the company.

As a means of resolving the impasse, Mr. Gamaliel Onosode, Chairman of the board set up a committee of the board to look into the proposed lease transaction. The committee, known as the ad-hoc committee on the new head office building, was made up of four members of the board namely: Mr. Alex Otti (Chairman), Mr. Ligali Ayorinde, Ms Tsega Gebreyes and Mr. Paul Usoro.

The committee was said to have met on several occasions with the management of the company. The committee, in its report to the board, noted the discrepancy in the rents quoted in different documents presented to the board. It (the committee) indicated that while some quoted $1,050 per square meter, others quoted $1, 175 per square metre and yet some other documents had figures like $1,200 and $1,300. A management letter to the ad-hoc committee, in its report, said it considered that taxes were alien to rentals in Nigeria, thus, acting on the objection of the committee, the management came back to it (ad-hoc committee) with rent proposition devoid of the objectionable taxes of $1,050 per square metre. The ad-hoc committee also observed in its report that the proposed rent was out of tune with existing rent in Nigeria market.

What might have persuaded the committee in this regard was the revelation during the course of its investigation that Etisalat, a competitor company who had just set up in Nigeria, bought outrightly a property of over 5, 000 square metres in the same Banana Island at a price of $20.8million just about the same time Celtel’s management were negotiating to rent for five years at about $27million.

Besides, the ad-hoc committee also raised, among other issues, the potential health hazard for the occupants of the building. It is noted that the building is close to high tension wires while also observing that the building has only one lift with a maximum capacity of eight people. This, the committee, considered grossly inadequate.

In its conclusion, the committee submitted that it was unable to give final approval for the lease of the Banana Island property.

Even before the committee submitted its report to the full seating of the board, Ligali was said to have reported that he had the approval of the “Group” to go ahead and pay for the property irrespective of the outcome of the report of the committee. The dissenting directors protested. In a letter dated 7^th July, 2008 addressed to Mr. Onosode, chairman of the board, the directors, the dissenting directors alleged that the chairman “clandestinely and in collaboration with other directors proceeded to authorize the acquisition and have since made the payment of a sum of about $27million to cover the purported lease.”

In further protestation of what they describe as failure of corporate governance, the dissenting directors in the letter to the chairman, submitted that they considered the action “to have been both imprudent in gross violation of your fiduciary duties to the company and a diminution and erosion of our personal rights and interest as shareholders of the company.” They then asserted that “the board of directors is the organ entrusted with management of the affairs of the company and no director or group of directors is entitled to deprive that organ of its authority in the manner which you have done.

“The irresistible conclusion to be drawn from your action when viewed against the background of the extensive and negative findings of the committee set up to look into this matter”, the dissenting directors observed in the letter, “is that the decision to proceed with this transaction without waiting for the committee to submit its report and for the board to deliberate upon it was borne out of interest in other than those of the company.”

In the letter to Onosode which is supporting document to the sworn affidavit in the support of the originating summons, the dissenting directors also raised issues on the multiple brand names under which the company operated.

“As you must be aware”, the dissenting director observed in the letter, “the company has operated under four different brand names in its seven years of existence. First it was Econet Wireless Nigeria Limited, and then it was Vodacom Nigeria Limited, Vee Networks Limited and now Celtel Nigeria Limited. When the last re-branding to Celtel Nigeria Limited was mooted, we voted against the proposal on the basis that the acquisition of a majority shareholding in the company by Celtel Nigeria BV was still the subject of legal challenges and that it would be prudent to await the outcome of these challenges before expending resources on another rebranding exercise. Our protestation was ignored.

“Another re-branding has now been proposed at the last board meeting, this time to Zain, the new name of the parent company of Celtel Nigeria BV. Again, we had voted against this proposal and as on the previous occasion we have been outvoted.”

While noting that the benefits, if any, of the re-branding exercise would only ensure to the de facto majority shareholders whereas the burden of the rebranding in terms of costwould have to be shared by all the shareholder, the dissenting directors posited that the company had already changed its identity four times since it commenced business in 2001 and these changes of identity have been detrimental to the company business and confusing to its customers.

For dissenting directors, the cost of the re-branding exercise conducted since the purported acquisition of a majority in the company by Celtel Nigeria BV was disproportionate.

“The cost of re-branding carried out in 2006 was about $30million (N3.4billion) whilst the cost of the proposed re-brand to Zain is estimated at about $28million. All these costs are being incurred by a company that has failed to declare dividend in its seven years of existence,” the dissenting directors noted in the letter to the chairman.

The directors insisted that the current rebranding of Celtel to Zain is for the sole benefit of a shareholder group that is also in control of the technical and administrative management of the company.

They then averred that they considered the instance of the majority shareholders on proceeding with the re-branding to be unfairly prejudicial conduct which has a substantial and negative effect on the majority interest.

“If the majority shareholders feel a strong need to have the company rebranded to communicate its majority control to the public,” the dissenting directors reasoned, “there is no justification for the minority being compelled to share the burden and cost of this personal desire.”

In a veiled response to the allegation of the dissenting director, Ligali, during a chat with journalists made strenuous effort to justify the change of brand name to Zain; “Zain has expanded its network known as One Network 12 countries to 22 countries in both Africa and the Middle East. The 22 countries, according to Ligali, were across Africa and the Middle East thereby enabling the company’s customers in Nigeria to benefit from the globalization of the network.”

While highlighting the benefits of the globalization exercise, Ligali said the cost of operations would begin to go down due to the economies of scale of being a member of a large group.

What the Nigerian law says on protection of minority shareholders against illegal and oppressive conduct

Some of the section of the Company and Allied Matters Act on which the dissenting directors are pleading a redress so as to be protected against illegal and oppressive conducts are sections 300 and 303(1) which state:

Section 300: Without prejudice to the rights of members under sections 303 to 30S and sections 310 to 312 of this Act or other provisions of this Act, the court on the application of any member, may by injunction or declaration restrain the company from the following;

(a) entering into any transaction which is illegal or ultravires;

(b) purporting to do by ordinary resolution any act which by its constitution or the Act requires to be done by special resolution;

(c) any act or omission affecting the applicant’s individual rights as a member;

(d) committing fraud on either the company or the minority shareholders where the directors fail to take appropriate action to redress the wrong done;

(e) where a company meeting cannot be called in time to be of practical use in redressing a wrong done to the company or to minority shareholders; and

(f) where the directors are likely to benefit, or have profited or negligent or from their breach of duty.

Section 303(1): Subject to the provisions of subsection (2) of this section, an applicant may apply to the court for leave to bring an action in the name or on behalf of a company, or to intervene in an action in which the company is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of the company.