Gbenga Daniel risks code of conduct violation over dual roles as senator and company chairman

President Bola Tinubu’s recent congratulatory message to Kresta Laurel Limited, a Lagos-based elevators and escalators distributor, has drawn attention to a possible breach of Nigeria’s Code of Conduct for Public Officers, following his reference to Gbenga Daniel as Chairman of the company’s Board of Directors.

In a statement issued on Thursday by his Special Adviser on Information and Strategy, Bayo Onanuga, the president hailed Kresta Laurel as a leading indigenous elevator and escalator company with operations across Lagos, Abuja and Port Harcourt.

He congratulated the firm’s management and staff on its 35th anniversary, and praised Mr Daniel, a former Ogun State governor and current senator representing Ogun East, for his leadership role in the company.

“The President congratulates Senator Gbenga Daniel, the Chairman of the Board of Directors of Kresta Laurel Limited and wishes the business more success and many remarkable anniversaries,” the statement read.

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But the president’s statement has drawn scrutiny because the Code of Conduct for Public Officers prescribed in the Nigerian constitution and the Code of Conduct Bureau and Tribunal Act, both prohibit public officers from managing or running private businesses while in office.

Paragraph 2(b) of the Fifth Schedule and Section 6(b) of the Act state that a public officer “shall not engage or participate in the management or running of any private business, profession or trade.”

“A public officer shall not, except where he is not employed on a full-time basis, engage or participate in the management or running of any private business, profession or trade; but nothing in this paragraph shall prevent a public officer from engaging in farming,” the Constitution states.

Serving senators are full-time public officers and are therefore barred from holding such positions.

If Mr Daniel still functions as Kresta Laurel’s board chairman, that would amount to a breach of the Code of Conduct for Public Officers.

In a circular dated 10 June 2013, titled, ‘Code of Conduct for Public Officers,’ the Office of the Head of the Civil Service of the Federation (HCSF) reminded all federal Ministries, Departments, and Agencies (MDAs) of the constitutional ban on public officers engaging in private practice.

The circular, signed by Tope Ajakaiye, Director of Communications, for the Head of Service, warned that civil servants undertaking private business ventures could be acting “to the detriment of the services they were employed to render to the public.”

It further stated that noncompliance would be regarded as misconduct under the public service rules.

The Code of Conduct Tribunal (CCT) has exclusive jurisdiction for the trial. Breach of the provision attracts sanctions listed under Paragraph 18(2) of the same Schedule, including removal from office and disqualification from holding public positions for up to ten years.

“The punishment which the Code of Conduct Tribunal may impose shall include any of the following: (a) vacation of office or seat in any legislative house, as the case may be; (b) disqualification from holding any public office (whether elective or not) for a period not exceeding ten years; and (c) seizure and forfeiture to the State of any property acquired in abuse or corruption of office.”

Mr Daniel’s camp defends his role

When contacted, Mr Daniel’s media aide, Steve Oliyide, dismissed suggestions that the lawmaker had breached the Code of Conduct for Public Officers.

He argued that Mr Daniel is not involved in the management or running of Kresta Laurel Limited. He insisted that the company is managed by a managing director and a team of executive directors who oversee daily operations.

“A company that has a managing director (Engr. Dideolu Falobi) with several executive directors then what are their duties?

”Apart from being the founding chairman , another person, Engr. Bayo Adeola had also served as the chairman of the company for about 10 years and his tenure expired yet the company is still running. Who is then ‘managing or running’ the private company?” He said.

While the role of a chairman of a board is generally understood to be strategic and supervisory, the law governing public officers in Nigeria casts a wider net. The Fifth Schedule, Part I, Paragraph 2(b) of the Nigerian constitution explicitly forbids public officers from “engaging or participating in the management or running of any business, trade, or profession.”

A typical chairman is tasked with providing governance, reviewing corporate strategy, and supervising executive management. Although the position does not involve handling routine operations, it nonetheless gives the individual authority to influence key corporate decisions.

It is precisely this influence, shaping direction, approving major policies, and guiding management, that may be interpreted as participating in the management of a company.

Legal experts give mixed opinions

A lawyer, Evans Ufeli, told PREMIUM TIMES that a sitting senator who remains chairman of a private company’s board risks breaching the Code of Conduct for Public Officers under the Fifth Schedule of the Constitution.

”A board chairmanship can amount to participation even if it is not daily, because chairs normally exercise governance, policy and appointment powers,” he said.

Mr Ufeli said defence can only hold if the senator can prove that the chairmanship is purely titular and that he exercises no management or decision-making influence.

The legal expert further noted that the Constitution also prohibits public officers from putting themselves in positions where their private interests conflict with official duties, a risk that may arise when a serving senator presides over a private company’s board.

“Tribunals over the years have treated non-executive or board roles as breaches when they involve governance or decision-making, while passive shareholding has been treated differently,” Mr Ufeli said.

Possible consequences, Mr Ufeli added, include orders to resign or divest, forfeiture of related benefits, disqualification from holding public office, or other administrative or reputational penalties.

Another lawyer, Lekan Oladapo, took a similar stance. He dismissed the argument that the existence of a managing director absolves the senator.

“The intent of the law is to checkmate public officers from abusing their office and avoiding conflicts of interest. The fact that the MD handles daily operations does not insulate a chairman who performs oversight functions,” he said.

The former Nigerian Bar Association Secretary, Bwari Branch, Abuja, noted that the law seeks to checkmate public officers from exploiting their offices, and a board chairman, even in a non-executive capacity, still exercises oversight that could amount to participation.

He added that if the Code of Conduct Tribunal (CCT) finds a breach, the penalties under Paragraph 18 include removal from office, a 10-year disqualification from public service, and forfeiture of any benefits obtained through the violation.

However, a third lawyer, Olukoya Ogungbeje, offered a contrasting view. He maintained that a senator who chairs a private company’s board does not necessarily violate the Code, since he is not a direct employee of the company and not involved in the day-to-day management.

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He said that most past CCT cases have focused on conflicts of interest, especially where public officials use private companies to secure contracts or channel constituency projects.

“If the company where the senator sits as board chairman tenders for contracts with the Senate or benefits from public funds, that would clearly breach the Code,” he said.

He added that in such instances, sanctions could include a ban from holding public office, fines, or forfeiture of assets.

While the Code of Conduct Tribunal and appellate courts have ruled on false asset declarations, and operating foreign accounts as in Saraki v. FRN (2018) and Onnoghen v. FRN (2019), none has addressed a public officer’s active role in a private company.

Supreme Court Justice Sylvester Ngwuta (now deceased) was once charged at the CCT with engaging in private business while in office, among other charges, but the case was struck out on jurisdictional grounds, leaving no precedent under Paragraph 2(b) of the Fifth Schedule.