By Ini Abimbola
Ten listed Nigerian companies paid N42.6 billion in directors’ emoluments in 2025. MTN shareholders approved N167.9 million for their chairman, while BUA Cement and Guinness Nigeria did not disclose chairman pay at all.
Those figures are public and published every year, but the conversation about them is always whether they are too high.
The governance question I have not seen anyone ask is what a fee of that size does to independence, because an independent director is meant to be someone who can afford to lose the seat.
A fee that is immaterial to a director’s household income brings on a board someone who will say the hard things and go home not bothered by having said it. A fee that is a material, impactful share of that income buys someone who thinks carefully about the consequences first, and usually finds a way to raise the point without creating a problem.
Truth is, nobody on a board decides to become captured. A director joins, the fee is good rather than necessary, and the independence is real. As the years go by, the fee becomes a necessary income with a household budget built around it and School fees committed against it.
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A second and third directorship arrive through the same network, as they never go outside that pool to find others; the income is now plural, and the reputation that keeps all three is being easy to work with. Still, the network that supplied all three, and the director weighing it, is not weak but rational, responding to an arrangement the board designed.
The obvious objection is that fees must be competitive or good people will not serve, and that is true. Underpaying directors produces a board of people doing it for something other than money, which is a worse problem and a harder one to see.
South Africa has done something about the structural half of this, and almost no Nigerian commentary has noticed. King V, in force for financial years beginning on or after 1 January 2026, sets a nine-year benchmark on independent tenure, requires a board that keeps a director beyond it to justify the decision on evidence and disclose the justification, and adds a two-year cooling-off period. That doesn’t touch anybody’s fee, but it removes what the fee was quietly buying: a seat with no end date, because a director whose term has a published horizon doesn’t need to be brave to leave it.
What a Nigerian board can do today is ask the nomination committee to report once on the structure rather than the individuals: how many independent directors hold three or more paid seats, how many were introduced by a sitting director, and how long the longest-serving has held his. None of that requires personal income to be disclosed, and it shows where the concentration sits.
How many of your independent directors can comfortably resign on principle tomorrow?
Ini Abimbola, DBA, FSPIN, M.CIoD, MNIM, M.ICRS
Governance & Institutional Reform Advisor | Public Policy Execution | Strategy
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