RE: USA Africa Dialogue Series - Chartered Secretaries, governance and Nigeria’s development

Have chartered secretaries had their day? I do not know. What seems to be the case though is that things change with time and chartered secretaryship is one profession that faces real challenges and is losing turf. The profession in my opinion faces an existential threat because of changes in the business world.
The business world has changed remarkably in the last few decades. Companies (corporations) are more dominant all over the world than they have ever been. They are now, nearly equal partners with government in running countries and world affairs. Globalization has brought unprecedented changes in both domestic and international politics. The role of government in many countries is being increasingly evaluated and subjected to vigorous debates that governments' critics seem to be winning. A sustained case is continuously being made that government's role should be to create and maintain an enabling environment for a country and citizens' lives to be safe, and for businesses to thrive and drive economic growth, which growth will create jobs, prosperity, and wealth. Governments in many countries, seem to be coming to terms with this "new" thinking. They are grudgingly mostly concerned with national security, international relations, and the regulation of business and markets.
This development is more good news for lawyers than chartered secretaries in my opinion. Lawyers are more and more, playing the role in businesses that chartered secretaries traditionally played, and in some cases are preferred to them. Developments in information technology have not all been helpful to chartered secretaries. Communication and record keeping continue to be is mostly decentralized. Masters of Business Administrations continue to join the ranks of business managers and administrators.
Corporate governance should rightly be the concern of firms' board of directors, management, stockholders, creditors, employees, investors, and other stakeholders. It is however a matter of law in the primary instance. Lawyers it seems to me, are therefore more qualified than most, to advice on corporate governance matters and ensure appropriate compliance with the law.
Is there a long-term future for chartered secretaries? Maybe but they must find ways and means to continually reinvent and reposition themselves if the flood of change is not to sweep them away.

oa

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From: usaafricadialogue@googlegroups.com [mailto:usaafricadialogue@googlegroups.com]
Sent: Thursday, November 20, 2014 2:10 AM
To: USAAfricaDialogue@googlegroups.com
Subject: USA Africa Dialogue Series - Chartered Secretaries, governance and Nigeria's development

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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