A HISTORY OF CRISIS: WHY STAKEHOLDERS MUST RISE UP AND SAVE COSON NOW
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.
- Has Tony Okoroji ever denied the allegation that TOPS Ltd has maintained a consultancy contract with COSON? NO!
- Is it ethical to give TOPS Ltd any form of contract as the substantive chairman of the board? NO!
- Has Okoroji addressed claims that the award of contracts for the renovation of the COSON House were done without board approval? NO!
- Has Okoroji addressed allegations that he has illegally collected commission from licensing fees? NO!
- Is the forensic audit requested by members the same as the yearly audit done by COSON? NO!
- Is Okoroji the sole reason behind COSON’s successes? NO!
- Were the the proceedings of the December 19, 2017 extraordinary general meeting that purportedly reinstated Okoroji legal? NO! The regulators have said so.
- Is Okoroji above the the law, as demonstrated by his continued disregard of NCC’s directives? NO!
- 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.