Dear Kayode,
Thanks for this. I enjoy reading your write-up on this forum. I am an Associate member of this body (ICSA), having qualified and got inducted in 2002. The broad and deep contents of the programme greatly enriched my knowledge on business management, processes and operations. I agree with you that Chartered Secretaries have very important roles to play in ensuring sound Corporate Governance in Nigeria. It was extremely difficult for me to bear the shame of seeing Mr. Erastus Akingbola, being tried for violating the standards that he should have upheld in his Bank as a Fellow of the Institute. As the President of this Association at that time, he was the one who performed the induction ceremony on me in 2002, So you see, while we may have all the knowledge and professional know-hows, not until there is a massive overhaul and dramatic change in the values that define us as a people, corruption will continue to thrive. The Accountants, Bankers, Auditors and Tax Practitioners know what to do to keep the Board accountable to the shareholders. However, for most part, they have been complicit in preparing fake Financial and Management Accounts through which they deceive other stakeholders. A Company Secretary who is not a Director and who lacks courage can hardly make any difference in such circumstances. Just one threat of sack or replacement will make him/her shudder. While I still hold my certificate dear, I have found another passion in the academia. When I visit Nigeria, I will pay a courtesy visit to the Secretariat at Alausa. It's good to note that the Institute now has a functional Research Department under your headship. Please keep up the good work.
SOO
On Thu, Nov 20, 2014 at 10:09 AM, 'kayode Ketefe' via USA Africa Dialogue Series <usaafricadialogue@googlegroups.com> wrote:
Chartered Secretaries, governance and Nigeria's development
KAYODE KETEFE
In spite of critical role Chartered Secretaries play in the socio-economic life of a nation in these modern times, especially in the areas of Corporate Governance and compliance, there are still a lot of misconceptions about the profession in the minds of many Nigerians, including, strange to say, the educated people. In Nigeria, we have Chartered Secretaries working across the diverse sectors in public, private and not-for-profit organisations, and they have contributed significantly to their organisations and by extension, to the growth of Nigerian economy, through their expertise. But there is no gainsaying that fact the profession of Chartered Secretaryship has not yet been given its pride of place in this country for reasons not unconnected with misconceptions about its nature and relevance. Not a few people still associate the profession with clerical roles or front desk receptionist/confidential secretary duties!
Perhaps, in illustrating this point an advertisement placed in national newspapers few years ago by a state government in Nigeria would serve to highlight the impression people still have of the profession. The advertisement listed among the requisite role of the wanted Chartered Secretary competence in stenography! This, of course, is a giveaway that chartered secretaries are still seen in the mould of stenographers and typists!
The national Secretariat of the Institute had to write a letter to the said state government to clarify issue that ability in stenography or shorthand is not one of the competencies required of modern Chartered Secretaries.
Today a Chartered Secretary is a high ranking professional basically trained to uphold the highest standards of corporate governance, effective operations, compliance and administration.
Chartered Secretaries are the primary source of advice on the conduct of business. This competence spans the whole gamut of business expertise including but not limited to business administration and management, legal advice on conflicts of interest, accounting advice, the development of strategy and corporate planning.
The corporate failure of some big companies including the so-called too-big-to-fail organisations coupled with the global meltdown of 2008 has renewed the call for adherence to principles of Corporate Governance as many companies and countries of the world experiment with diverse models.
Corporate Governance is essentially an approach of managing efficiently and prudently all the activities of a company, in order to make the business viable, stable, survive and realise the objectives of the shareholders in specific terms and stakeholders in general.
With the advent of Corporate Governance discipline and its ever expanding role and continued relevance in the commercial and business world, Chartered Secretaries have become extremely engaged in the dynamics of this fledgling subject to the extent that they have become reliable and primary source of advice.
I have taken the pains to state the above facts to serve as the background for making a case for Chartered Secretaries to be charged with exclusive statutorily responsibility of Corporate Governance auditing in Nigeria. This is by no means a seminal proposition, the Institute of Company Secretaries of India (ICSI) which like ICSAN in Nigeria, is an offshoot of the parent body ICSA in London, has already blazed the trail in this direction.
India has bestowed the exclusive right on Corporate Governance audit of Indian companies on Chartered Secretaries.
This was done through the amendments incorporated into its Companies Act 2013 which replaced the old Companies Act of 1956. Under this Act, just like in the traditional financial auditing, where auditors audit the books of accounts of the company and report their findings on the affairs of the company to the shareholders, Chartered Secretaries now conduct what is called "Secretarial audit" into the affairs of the company and asses it and then issue a report.
Secretarial Audit is a process to check compliance with the provisions of various laws and rules/regulations/procedures, including maintenance of books, records etc. conducted by an independent professional to ensure, legal, regulatory, procedural as well as due process is followed. It is therefore a veritable tool for effective governance.
In a nutshell, the objective of this innovation is to foster greater observance of Corporate Governance principles by companies.
By the same token, Nigeria may toe this line by making "governance audit" conducted by Chartered Secretaries mandatory for every listed company.
The gains accruable from imbibing the culture of Corporate Governance audit are obviously enormous, not only will it actuate companies and businesses to strive towards observance of good practices; it will also give existing and potential shareholders the benchmarks for assessing the performance of organisations.
In a nutshell, albeit controversially, this writer ventures to think Chartered Secretaries are good candidates for exclusive CG auditing and that Nigeria will gain by emulating India which has exclusively bestowed, through statutory empowerment, the practice of Corporate Governance audit on Chartered Secretaries.
Ketefe is the Head of Research, Institute of Chartered Secretaries and Administrators of Nigeria (ICSAN)
Follow me on twitter @Ketesco
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