The Copyright Society of Nigeria (COSON) is Nigeria’s performing rights organization charged with ensuring artists get paid when their music is played by commercial users. However, the ongoing infighting within the COSON board is threatening to derail COSON’s role and put the music industry many steps backward.
At this point, given: 1) the alleged successful impeachment by COSON’s board of Tony Okoroji (chairman); and 2) the refusal by the majority of COSON’s members and its general assembly to recognize the firing of Okoroji, it seems to me two things ought to occur:
Option #1: The board members who voted Okoroji out (Efe Omoregbe, Obi Asika, Audu Maikori etc.), and who remain unhappy with the current state of COSON under Okoroji’s leadership, and who cannot seem to get the organization to change direction, should resign.
Option #2: In the alternative, these aggrieved board members should review the bylaws of the organization, and if granted the power to do so, sue Okoroji and force the court to enforce the impeachment decision of the board.
Option number two as an alternative is, however, very expensive and will drain COSON’s resources. So, it would seem to me that instead of staying on the board and creating warring factions which ends up damaging the organization’s reputation, as it already has begun, option number one is the best solution.
This is especially so because those claiming Okoroji is corrupt, particularly Efe Omoregbe, have been instrumental in presenting and branding Okoroji as a fearless leader, and a man with high integrity and a stickler for the rule of law. Okoroji himself has presented a personal brand that is transparent and unafraid to be scrutinized. It is hard to do all that, have COSON members and the public buy into it, and now you want to say this Okoroji is corrupt etc.
It doesn’t sound or look right and only calls into question Omoregbe’s motive. Further, when you follow the money carefully, you have to ask whether the entire COSON board doesn’t have a conflict of interest and shouldn’t be replaced? At this point, while it seems like it makes sense to fight tooth and nail to be on the board of a very important organization in Nigeria/Africa, and to oust Okoroji, the better solution may just be to step down, and let things play out organically for Okoroji to be ousted, if he is in fact corrupt.
If Efe and co. stay on, then they have to do a better job of being strategic in the way they are choosing to fight this battle so it does not damage the reputation of one of the few credible organizations in Nigeria, an organization they expect to lead if they succeed Okoroji.
Here is the latest entry by Efe Omoregbe, seeking a validation and acknowledgment of Okoroji’s alleged firing. Omoregbe will become the new chairman if the firing is enforced.
Okoroji Remains Sacked
by Efe Omoregbe
In the light of recent developments at Copyright Society of Nigeria (COSON), it has become necessary to address the situation for the benefit of COSON members, licensees, industry stakeholders, the creative community and the general public.
As Nigeria’s sole approved collective management organization (CMO) for musical works and sound recordings, COSON is a company limited by guarantee set up to license users of music for commercial purposes, collect and distribute royalties to the owners of the used works.
Operating under the strict supervision of the regulator, the Nigerian Copyright Commission, COSON’s operational cost is pegged at a maximum of 30% of gross income with 70% earmarked for yearly distribution to individual and corporate members and affiliated foreign CMOs.
While we, – Efe Omorogbe, Dare Fasasi, Obi Asika, Audu Maikori/Paul Okeugo, Sikiru Agboola, and Joel Ajayi– duly elected, long-serving members of the COSON board have been steadfast in our commitment to ensuring that the society is run in strict adherence to the regulatory guidelines and high corporate governance standards, Tony Okoroji and the beneficiaries of his misdeeds have pursued an agenda that has threatened to derail the society from its statutory duties.
Under the guise of political expediency or brand building, Okoroji has canvassed many positions and implemented several actions that are clearly motivated by personal profit and a desperate desire to maintain a stranglehold of the reins at COSON.
Okoroji had also usurped the role of the General Manager/Chief Executive of the society and perfected an elaborate scheme to get rid of directors who oppose his infractions.
The former chairman, Tony Okoroji betrayed the trust and lost the confidence of the directors who appointed him as chairman and was consequently sacked by a 6-4 vote witnessed by the NCC’s representative, Obi Ezeilo at the December 7 2017, emergency board meeting. It is noteworthy that 3 out of the 4 votes in his favour were by himself, Azeezat Allen and John Uduegbunam – all guilty of the unethical and illegal act of acting as paid consultants to the society.
Okoroji’s sack was in line with the COSON MEMART and therefore legal and incontrovertible. Members of the management board are elected at the AGM by the general assembly and the directors in turn elect a chairman by simple majority vote to lead the team in non-executive capacity. The General Assembly does not appoint the chairman.
Tony Okoroji was sacked as chairman, and not director, after hours of deliberations on issues surrounding the illegal dissolution of standing committees and the board’s position in reaction to a petition addressed to it by concerned stakeholders.
Written by respected stakeholders and COSON founding fathers (Evangelist Ebenezer Obey – Fabiyi (MFR) – : Himself, Obey Music & Pioneer Music/Afrodisia; Mr. Bode Akinyemi – : Ivory Music; Chief OsitaOkeke – : OssyAffason Ltd; Chief Rogers Okonkwo – : Rogers All Star Records; Mr. Laolu Akins – : Artist, Composer & Publisher and Mr. Toju Ejueyitchie – : Premier Music Publishing Ltd), the petition raised pertinent questions about the running of the society by the board under Tony Okoroji. His sack was based on the following reasons among others :
Dissatisfaction with the clear conflict between him acting as Executive Chairman of COSON, and him acting as a contractor and consultant to COSON through his company TOPS and other vehicles.
Dissatisfaction with the continued engagement of companies owned by fellow directors, Azeezat Allen and John Uduegbunam as consultants to COSON.
Disapproval of the manner of handling of an earlier petition by Premier Music Publishing Company Ltd (the owner of over 1,000 musical works and sound recordings), personalization of the issues and misrepresentation of the directors’ true sentiments in his response to the NCC query on the same petition.
Disapproval of the conduct of the chairman on the issue of negotiation and payment of the contractor who handled the renovation work at The COSON House.
Disapproval of the chairman’s claim of 10% commission on licensing income deemed to have been “brought in” by him.
Disapproval of the 15% commission claimed by TOPS/Creative Legal from MTN’s settlement payment and the fact that the sum of N22,500,000.00 was paid out without the knowledge, approval and signature of the finance committee chairman, Joel Ajayi and other members. As a rule, signatories do not sign cheques to themselves as beneficiaries and payments above N2,000,000,00 require board approval.
Disagreement with the hurried and illegal dissolution of all standing committees in the absence of key members.
Total lack of confidence in the credibility and ability of the chairman to superintend any proposed restructuring process that will enthrone world class corporate governance to protect the society from unethical business practices and abuse of office.
Disapproval of Okoroji’s request for the board’s approval for COSON to underwrite a quoted sum of N26, 200,000.00 as cost incurred by his company, TOPS in the execution of The COSON Week – a series of events which contractually, are allowed to hold on the condition that the production company can independently generate the funding. For three editions in a row the board has had to approve the bill, with no oversight, no insight, no tenders, the board was no longer prepared to allow the Chairman’s greed to consume COSON.
Following Okoroji’s sack, the board voted Efe Omorogbe as chairman and with immediate effect, banned directors and their companies from operating as vendors or consultants to COSON under any guise.
The board also commenced engagement with PWC and KPMG for auditing and strategic growth support.
The reality of impending probe and the loss of his control of his personal cash cow triggered Okoroji desperate and ill-advised response at the December 19, 2017 EGM.
Okoroji and his acolytes hijacked the EGM that was convened specifically for the approval of the proposed sum for 2017 royalty distribution and re-instated himself as chairman via mob action. He went on further to sack an elected board and upturn all protective resolutions passed by the legal board on December 7, 2018.
We stand here today to declare that the purported re-instatement of Okoroji, the sack of the existing board, and the selection of the gang of yes-men being paraded as the new board of COSON is completely illegal and will not stand.
We direct management to discontinue taking directives for the illegal board forthwith.
We reiterate our call to the Nigerian Copyright Commission to intervene without delay and discharge its duties as regulator to COSON.
We call for a full forensic audit of COSON business activities under Okoroji and appropriate sanctions if found guilty of the listed infractions or more.
We enjoin the members of the society and the general public to disregard the circus being performed by Okoroji and his acolytes and reassure them that the society is well protected and will not be turned into anyone’s personal hustle.
We call on ALL right owners to take more than a passing interest, get actively involved and protect their society from fraudulent “messiahs” and their desperate disciples.
To those who say the on-going conversation is exposing the CMO to public ridicule, we say on the contrary, this is defending the integrity of COSON. By stating the TRUTH about Okoroji’s sack and demanding probe we are indeed reassuring the public that the society will not tolerate unethical and illegal practices. The COSON well-meaning people want to associate and deal with is the one Okoroji’s actions are threatening to destroy.
Our vision for COSON is that of a world-class CMO that operates in accordance with the highest corporate governance standards to the optimum benefit of right owners.
Thank you all.
Efe Omorogbe, Dare Fasasi, Obi Asika, Audu Maikori, Sikiru Agboola, Joel Ajayi, Paul Okeugo.
Some of Our Achievements
Credited for several firsts in the fashion and entertainment industry, Ms. Uduak is also a Partner and Co-Founder of Ebitu Law Group, P.C. where she handles her law firm’s intellectual property law, media, business, fashion, and entertainment law practice areas. She has litigated a wide variety of cases in California courts and handled a variety of entertainment deals for clients in the USA, Africa, and Asia. Her work and contributions to the creative industry have been recognized by numerous organizations including the National Bar Association, The American University School of Law and featured in prestigious legal publications in the USA including ABA Journal and The California Lawyer Magazine.
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