The Supplier Contract and the Nominee Director

Framing. A director interested in a contract must disclose the interest, abstain from voting, and normally must not be counted in the quorum for that item. The common-law no-conflict and no-profit rules sit alongside the statutory duties of good faith, care and skill, and the duty to act for the company's best interests (CAMA 2020; SEC Code of Corporate Governance 2018, Principle 1). The question is not whether Bello meant well, but whether the decision was taken by a properly informed, disinterested board.

Application.

• Bello had a board seat and 18% equity in the counterparty - a clear conflict capable of producing a secret profit through the inflated price.
• His participation in discussion and vote contaminated the decision. The MD's WhatsApp message suggests the vote was solicited for an improper purpose; at minimum the MD failed to manage the conflict and may have breached his own fiduciary duty.
• The undisclosed bid comparison means approval was not informed. A resolution passed on incomplete information is vulnerable even where the articles were formally followed.
• The resolution is not automatically void; it is voidable at the company's instance. Ratification is possible only by disinterested directors or shareholders acting with full disclosure - not by the same board relying on the same tainted papers.

Conclusion. Treat the contract as tainted: suspend further payments pending review, quantify the premium (22% of ₦480 million), and put continuation, renegotiation or termination to disinterested directors. If material, treat it as a related-party transaction requiring NGX/SEC disclosure and, where the articles or listing rules require, shareholder approval.

The company secretary is the guardian of board process, not a neutral record-keeper. A defensible sequence:

1. Preserve evidence. Secure the procurement memo, tender file, the WhatsApp message, the draft minutes and the signed contract. Do not delete or edit anything.
2. Advise the chair privately and in writing. Flag the conflict, the missing paper and the risk that the resolution is voidable. Put the advice in a dated note so the board cannot later claim ignorance.
3. Do not unilaterally rewrite history. Minutes may be corrected only by the board; prepare a paper proposing a correction recording Bello's interest and participation, rather than quietly amending them.
4. Supplement the board pack. Circulate the bid comparison, a conflict-of-interest declaration form, and a legal note on the resolution's status at least seven days before the meeting.
5. Open a conflicts register. Record Bello's interest, the date of declaration (or absence), and recusal. This feeds the auditor's related-party schedule and the annual report.
6. Propose a disinterested committee. Ask the board to constitute a committee of directors with no connection to SwiftHaul to decide next steps, with delegated authority and a written scope.
7. Brief the auditor and, if listed, the compliance function. Related-party disclosure deadlines are short and the AGM is seven weeks away.

Bello. The conflict is manageable if managed openly: require a written declaration, recusal from all SwiftHaul matters, and exclusion from related quorum counts. Whether he stays is a judgement about candour, not popularity. If he failed to declare when he knew, that is a breach going to his suitability, and the board should consider formal censure, removal under the articles, and notification to the insurer under the D&O policy. Do not scapegoat him alone if the chair never asked for declarations - that is a process failure too.

The MD. The message is more serious than Bello's vote because it suggests the CEO used influence to secure a conflicted vote. The board should commission an independent review (internal audit or external counsel) into who knew what, whether other contracts followed the same pattern, and whether procurement pressure was systemic. Pending that, the MD should not chair or influence the related-party decision. Consider whether the matter is disclosable and whether the MD's continued office is tenable - that decision belongs to disinterested directors, not to the chair alone.

The board. Fix the underlying system: mandatory annual and transactional conflict declarations, a related-party policy with thresholds and approval routing, a rule that conflicted directors leave the room, minute templates that capture declarations and recusals, and board training. Regulators and investors judge boards less on whether a conflict occurred than on how quickly and transparently it was handled.