A CALL FOR DISCLOSURE REFORM

Onyeali-Ikpe, chief executive of Fidelity Bank, did the right thing, contends PAT ONUKWULI

Nigeria’s capital market stands at a critical juncture, not due to a crisis, but because a recent, lawful executive share purchase exposed the vulnerability of its financial-disclosure framework. The episode involved Dr. Nneka Onyeali-Ikpe, Managing Director and CEO of Fidelity Bank Plc, whose leadership has achieved significant institutional progress. However, it was not her performance but a compliant personal investment in her own bank that highlighted how urgently Nigeria needs to modernise its insider-trading and executive-disclosure systems.

In a more developed market, her transaction, carried out during an open window, funded solely from personal resources, and verified by NGX RegCo as free from any undisclosed price-sensitive information, would have been commonplace. However, in Nigeria, it sparked speculation. Not because anything improper took place, but because the country’s disclosure system remains too slow, too opaque, and too fragmented to foster automatic public trust. This moment, therefore, should not be squandered. It offers the clearest example yet for comprehensive structural reform.

Before addressing the necessary reforms, a further disclosure is appropriate: the author was her primary school classmate in post-war Aba, where her mother was their class teacher, a detail some might interpret as bias. However, this works against that assumption. It neither softens nor influences the argument; instead, it strengthens it. Even then, she carried a quiet, organised purpose that, in hindsight, marked her as destined for greatness. The value of that memory lies not in nostalgia but in continuity: the composure seen in that modest classroom is the same calm with which she now meets scrutiny, never with defensiveness. Nevertheless, personal integrity and equanimity cannot remedy a national regulatory gap.

Regrettably, Nigeria’s financial disclosure system remains rooted in a previous era, when markets operated more slowly, information was shared selectively, and public assumptions played a minor role. Today’s market is faster, more disorderly, and much more inclusive. A disclosure approach based on delayed filings and scattered announcements not only inconveniences investors but also undermines the trust that sustains investor confidence.

Her record speaks with the authority of facts: transforming Fidelity Bank into a high-performing institution through innovations such as Pay Gate Plus and FITCC, strengthening SME financing, and embedding governance practices through disciplined, strategic stewardship. This highlights the figures: profit before tax increased from N25.22 billion at the start of her tenure to N122 billion by 2023, then soared to N385.2 billion in 2024, a 210 per cent year-on-year rise, with the first quarter of 2025 reaching N105.8 billion through earnings, efficiency, and innovation. In a sector characterised by rapid change and entrenched male dominance, she has succeeded by aligning strategy with transparency and innovation.

Yet, despite these empirical achievements, public debate was quickly overshadowed by the simplest of governance actions: a CEO purchasing shares in her own institution. That such a routine and lawful transaction could provoke controversy is not evidence of market ignorance; it highlights regulatory inadequacy. The issue is structural, not behavioural. What the Nigerian Stock Exchange (NGX) and its regulators must now prioritise are reforms that ensure transparency is immediate, verifiable, and unambiguous.

A key starting point is the timing of disclosure. Insider transactions must adopt a true T+1 reporting standard, ensuring the market is informed within one business day. The NGX’s move to T+2 settlement on 28 November 2025 is commendable and indicates progress; however, it does not eliminate the need for further investment to attain T+1 reporting, a vital benchmark in mature markets. Until Nigeria adopts that standard, the information gaps that allow speculation will persist.

A one-day reporting requirement would close the information gap that enables rumours to spread, because in modern markets, time is not just procedural but also ethical. Delayed information strains integrity. To achieve this, Nigeria needs a unified, regulator-owned digital portal that displays all insider transactions in real time, eliminating the complexity of scattered filings. Implementing mandatory pre-trade notifications for senior executives would shift transparency from reactive after-the-fact measures to proactive prevention, thereby safeguarding both the market and the individuals involved.

Equally important is a cultural recalibration regarding executive share ownership. Purchasing shares in one’s own institution is not inappropriate; rather, it is a sign of long-term confidence, commonly encouraged in developed markets. Reflexive suspicion discourages commitment and unintentionally fosters detachment. Ongoing public education on insider trading regulations is therefore vital; a disclosure system’s effectiveness depends on the public’s ability to comprehend it, and without continuous guidance, misunderstandings will persist and become damaging.

The philosophical clarity of this moment portrays the Greek myth of Daedalus, the craftsman whose designs could enable escape only if used with discipline. Icarus did not fall because his wings were flawed, but because he ignored the structure that made them safe. Nigeria’s financial system demonstrates similar ingenuity but suffers from a lack of such discipline, with building rules and agencies that lack the structural precision needed for predictable, trustworthy outcomes.

Viewed through this perspective, the Onyeali-Ikpe incident is not a critique of an individual but an X-ray of a system. Her compliance was evident, her transaction confirmed, and her leadership record secured. What failed was the environment that should have made this transparency instantly obvious. A system that must investigate what should already be apparent is a system long overdue for redesign.

Reform must therefore be structural rather than reactive. Nigeria cannot continue providing clarity only after confusion has arisen; it must establish a framework that prevents confusion altogether. A rapid, centralised, automated, and unmistakably transparent disclosure regime is not a luxury; it is the foundation of market integrity. Without it, even the most compliant actors remain vulnerable to misinterpretation and unnecessary controversy.

The episode was never a crisis but a mirror, revealing a system in urgent need of reform so that leaders who act with forthrightness, like Onyeali-Ikpe, are recognised not through controversy but through transparent structures that let integrity speak for itself. And if Nigeria seizes this moment to strengthen its disclosure rules, it will build a market where clarity prevails over conjecture and where integrity is not merely observed but institutionally affirmed.

Dr. Onukwuli is a legal scholar and public affairs analyst. patonukwuli2003@yahoo.co.uk