This plantain rots away, you delude yourself claiming it's ripening.
The
Copyright Society of Nigeria is a 9-year-old Collective Management
Organization (CMO) that has shown the potential to succeed in the all
important task of intellectual property rights protection in Nigeria.
Licensed by the Nigeria Copyright Commission (NCC) to manage the
collection and distribution of royalties for the commercial exploitation
of musical works and sound recording, the organisation had shown
significant promised until crisis broke out about a year and six months
ago.
By virtue of size and the exponential growth of this industry
in the last 20 years, COSON is by default the most invested CMO in
Nigeria, and potentially, Africa. Therefore, the remarkable growth of
COSON over the years doesn't come with a miracle tag, nor does it lend
credence to the narrative of it being down to the sole effort of any
particular personality. Many would argue that Musical Copyright Society
of Nigeria (MCSN), a far older CMO for the industry didn’t make as much
progress, but existential timing is a logical explanation.
COSON
came on stream at a time when the massive growth of the music industry
had drawn local attention to the issues of copyright infringement.
Moreso, the industry had become better organized with the emergence of
quality record labels, publishing firms, artist managers and big-time
international exposure. Therefore, a CMO coming at that point would
naturally leverage the structure and goodwill of the industry to pursue
its course under any name or management. COSON in its case, was even the
result of the advocacy drive of strong stakeholders, therefore success
was at a tipping point when it was licensed to operate in 2010.
Following
approval, COSON kicked-off reflecting the structured position of the
industry it represents, with a well-staffed secretariat, governing board
and nation-wide footprints that followed quite easily. Chief Tony
Okoroji, an industry veteran, famed for his efforts in copyright
protection issues, became the board’s maiden chairman, a position he
held until the December 7th, 2017 Emergency Board Meeting, which sacked
him for his inability to clear allegations of infractions as contained
in a petition founding fathers wrote to the NCC and copied the board.
The petition was signed by Evangelist Ebenezer Obey, Mr. Bode Akinyemi
(Ivory Music), Chief Osita Okeke (Osy Affasson), Rogers Okonkwo (Rogers
All Stars), Mr. Laolu Akins, Mr Toju Ejueyitchie (Premier Music
Publishing) and others.
The infractions listed in the
petition were chiefly committed by Tony Okoroji and two other directors,
Azeezat Allen and John Uduegbunam. It was also noted that a similar
petition was months earlier, submitted to the board and board members
were not informed about it. Tony Okoroji and COSON’s GM, Chinedu
Chukwuji had responded to the NCC, without passing the response through
the board.
The aggrieved directors went on to vote 6 against 4 for
the sack of Okoroji, having rejecting the option of resignation
presented to him. The board then passed a resolution that made Efe
Omorogbe the chairman and banned all directors and their companies from
operating as vendors or consultants to the organization. Those that
voted to sack Okoroji were Efe Omorogbe, Sikiru Agboola, Obi Asika, Dare
Fasasi, Joel Ajayi and Audu Maikori. Okoroji, the other two accused in
the petition and Ras Kimono voted to keep him has chairman.
At
the EGM of December 19, 2017, the unusual happened. The new chairman
and the other 5 board members were purportedly sacked and Okoroji was
reinstated as chairman, alongside Azeezat and John Uduegbunam in a
process the regulator, the NCC has declared illegal.
First,
the general assembly only has the constitutional right of sacking and
appointing board members through votes, but no right to decide who
becomes board chairman, it is the sole prerogative of the board members.
The general assembly passed a resolution sacking the entire board and
then then reinstated Okoroji as chairman.
After the
business of the EGM had been concluded and the a formal adjournment
motion had been passed, a private meeting at the boardroom of the COSON
House led to the announcement of a reconstituted board implying that
Okoroji and the other two directors where granted the liberty to
handpick and appoint board members rather than the assembly nominating
and voting in new directors. This has led to several court cases and a
complete state of flux about the legal status of COSON.
For
several years, Tony Okoroji had been the face of COSON. He was mainly
the society’s spokesman, he told the story of COSON to all, championing
its advocacy, promoting its activities across all media channels and
addressing undermining or counter positions on COSON’s activities. This
definitely, wasn’t without the backing of the other directors on the
governing board, who were in fact rights owners themselves, making
financial investments in content creation and using COSON as a platform
to protect their rights.
Okoroji sold the facade that he
was the one responsible for the successes of COSON, meanwhile board
members managed their grievances to allow the organization keep a united
front. They rallied round the chairman as the face of the course, a
privilege Tony took advantage of, to get the loyalty of several members,
COSON staff and other right owners, who now see him and not COSON, as
their benefactor.
Okoroji’s interview on the matter was
more PR-themed than explanatory. It was tailored to size with all lines
and angles of good imaging of a peace-loving, focused, successful leader
was ensured. While emphasizing his personal efforts in developing the
COSON House (debt-free and without any government or private funding),
he reiterated that in same year it was commissioned (2017), COSON Week
was successfully held at the best event venues, and over N200,000,000.00
was distributed to members as royalties. He also stated that COSON
accounts have always been audited every year, and a copy sent to NCC,
CAC and all members of the society, and are debated at every AGM. He
ascribed the success of COSON to his management style of openness and
accountability.
He went on to accuse external forces for
using some board members to destabilize COSON, coming on the backdrop of
his fight with the attorney general of the federation (Abubakar
Malami), who approved the license of a parallel CMO for music and sound
recordings.
Okoroji claimed that the petition that was the
basis of his sack at the EBD of 7th December 2017, was written by Toju,
a bitter election opponent, whom he defeated. He also claimed that
Ebenezer Obey said he was pressured to sign the document.
On
the issue of the request by members for forensic audit of COSON
account, Okoroji said that the aggrieved board members were trying to
bring KPMG and Price Waterhouse Cooper to run COSON. He went on to
disregard the allegation of unethical award of contracts to TOPS
Limited, his private firm, saying he was only helping COSON to get
sponsorship for her events, and TOPS has never charged COSON for the
services.
As a concerned member of COSON, taking a
critical look at the submissions of the parties in this fiasco brings
some important queries to the bear about Tony Okoroji’s leadership of
the society, which punctures all the media meandering aimed at shifting
attention from the crux of the whole discord.
1. Has Tony Okoroji ever denied the allegation that TOPS Ltd has maintained a consultancy contract with COSON? NO!
2. Is it ethical to give TOPS Ltd any form of contract as the substantive chairman of the board? NO!
3.
Has Okoroji addressed claims that the award of contracts for the
renovation of the COSON House were done without board approval? NO!
4. Has Okoroji addressed allegations that he has illegally collected commission from licensing fees? NO!
5. Is the forensic audit requested by members the same as the yearly audit done by COSON? NO!
6. Is Okoroji the sole reason behind COSON’s successes? NO!
7.
Were the the proceedings of the December 19, 2017 extraordinary general
meeting that purportedly reinstated Okoroji legal? NO! The regulators
have said so.
8. Is Okoroji above the the law, as demonstrated by his continued disregard of NCC’s directives? NO!
9. Is Okoroji the only suitable candidate for COSON’s chairmanship? NO!
Therefore,
whatever argument the Okoroji camp is putting up is nonsensical in its
entirety, because you can’t build something on nothing. As it stands, in
the eyes of the law, the chairman of the governing board of COSON is
Efe Omorogbe. The rightful directors remain the 11 that held the
emergence board meeting of 7th December, 2017 (inclusive of Okoroji
himself). Any position beyond this is an audacious kidnap of the legal
structure of COSON, which Tony is leading.
The whole drama
and state of affairs at COSON are not an unfamiliar trend with Chief
Okoroji for those who follow the political and legal events within the
industry. History shows an established pattern in every industry
organisation that Okoroji has been a part of.
From the
early days of the the Musical Copyright Society of Nigeria (MCSN), where
as a board member, he tried foisting his will on the body and was
heavily resisted. Tony would move on with some other board members to
start a parallel organization in 1994. The supremacy battle between
Performance and Mechanical Rights Society (PMRS) and MCSN led to the
withdrawal of their approval - a move that created a decade-long lacuna
in rights administration in Nigeria.
Chief Okoroji was
also very much in the news for plotting a third term bid as president of
PMAN, a move that was vehemently resisted by members. Okoroji's role in
PMAN thereafter has left some watchers unsure of his intentions for the
union until he found his way to COSON.
Okoroji is not new
to controversies of this kind and the factionalization and crisis at
COSON is threatening to kill the organisation.
As was the
case in the past, COSON is the new baby at the mercy of his gambit, and
like every other case, the organization is beginning to lose relevance,
even presently operating illegally, according to the position of the
regulator.The most fundamental question is, will stakeholders watch
COSON go the way of PMAN after Okoroji's inglorious exit?
There
is a local saying that 20 children cannot play together for 20 years.
Which implies that most relationships and associations are transitory.
Most often though, what changes is not the relationships, but the levels
of interactions and value. So, when people stop being part of any
social institution/group, they depart with a perception of the
individuals they met, by virtue of their interactions. Hence their
future relationship or description of those persons is defined by their
previous experiences. For Okoroji, all past relationships on the boards
of societies had left colleagues in bitterness, some grievances are over
thirty years old. Can everyone be wrong about Tony Okoroji? The guys at
MCSN? The guys at PMAN and now, colleagues at COSON?
Where
two elephants fight, the grass takes the hit. In this case, the right
owners are at the verge of falling into another rights collection gap,
if Okoriji's intransigence forces the revocation of the operating
licence of COSON by way of imminent expiration.
Okoroji
has maintained that if things were being done wrongly, COSON would not
be running successfully. It beats the imagination that a sexagenarian
will miss to understand the concept of climbing a ladder placed on the
wrong wall. An organization that a lot of stakeholders have put in years
of efforts to build can keep running on reserve gas when the plugs are
pulled, but not for long, the engines will fail.
Joel
Ajayi, a long time finance committee chairman of COSON, who was among
the board members that voted out Okoroji, spoke in an interview and
affirmed he was one of the directors who acted on the petition against
Okoroji and the board. This respected elder lamented that they had been
complaining and overlooking Okoroji's excesses for many years until
things got to a head.
The chief allegation remained that
Okoroji and his cronies, executing through Chinedu Chukwuji, are
mismanaging the finances of COSON. Many key stakeholders have demanded a
forensic audit to clear the allegations and resolve the crisis. Falz,
Mavin, Skales, Square Records, 9ice, 2Baba, EME, Brymo, Chocolate City,
Premier Music Publishing, Ivory Music, Sunny Neji, Ruggedman, Vector,
Timi Dakolo, Tunde and Wunmi Obe, PMAN and many more.
Some
of the right owners have even written to users not to pay COSON until
the audit has been conducted. This development is a gradual dismembering
of COSON, its credibility and capacity to run as an effective CMO.
Right users will be glad to hide under this debacle not to pay.
After
the 2017 COSON Week, allegedly executed without board approval, Okoroji
came back with a bill of about N26m to seek retroactive approval to
TOPS Ltd, his company, an allegation he has NEVER DENIED. There is also
another allegation that Okoroji received over N9m in commission from
MTN's settlement without the knowledge and approval of the board,
another allegation he has NEVER ADDRESSED. Aren't these valid reasons
for an audit?
According to Article 61 of the COSON memo
and articles of association “The Management Board shall appoint a
General Manager who shall be the chief executive of the society with
responsibility for the day-to-day activities of the society and to whom
the Management Board may delegate any of its duties. The General Manager
shall not be a member of the society”
However, Chief
Okoroji has had an overbearing control of COSON, assuming a similar role
of executive chairman, contrary to the provisions of the society’s
MEMART. Okoroji has also been known to be involved in hiring and firing,
contract awards and payments and other day-to-day running activities of
COSON. Current GM, Chinedu Chukwuji who appears to run on the order of
Okoroji’s is also suspected to have blood ties with him. Many financial
and corporate governance questions beg for answers and it gets worrisome
when the predominant messaging one gets from the organisation is
evasive of the issues and demonizing of individuals.
This
isn’t an "Efe vs Tony" thing. This in fact, is a COSON vs Okoroji, the
music industry vs an apparent autocrat who acts like he is above
questions. Will members rise up to resist the imminent destruction of a
society that is now well positioned to protect their rights?
In
the words of Vincent de Paul “…The downfall of most communities comes
from the cowardice of superiors in not holding firm and in not purging
them of the troublesome and incorrigible." The right owners are the
superior, they own COSON not Tony Okoroji, who is an incorrigible piece
that all truly concerned members have to purge before this community
goes the way of others that Tony had been a part of.
In
recognition and respect however, of the position of those who believe
Okoroji is innocent of all the allegations that have been levelled
against him, a full forensic audit of the account and operations of
COSON under his tenure would be the basic starting point towards
exonerating him. The continued dodging of the audit digs a big hole in
Okoroji's argument. A big black hole COSON seem destined to drown into
if immediate redemptive action is not taken by all key stakeholders in
this embarrassing saga. COSON is worth the effort. Let's save it NOW.
