Friday, February 14, 2020 / 02:50 PM / Nifemi
Taiyese for WebTV / Header Image Credit: Fortune Harrison Photography
Company Secretaries in major companies across Nigeria have pledged to strengthen corporate governance.
The improvement in business governance was part of the resolutions at the 7th Annual Roundtable for Company Secretaries powered by DCSL Corporate Services Limited.
Giving the keynote Mrs. Cecilia Akintomide, OON, the Independent Non-Executive Director, FBN Holdings Plc. in her presentation defined corporate governance as a "system of rules, practices and processes by which a corporation is directed and controlled" for organizational effectiveness.
She described the company secretary as a mandatory role that serves as a faithful pillar of every corporate board and organization.
Mrs. Akintomide said the Company and Allied Matters Act, CAMA sections 203, 208 sections amongst others, set out the administrative duties of a company secretary.
Speaking further, she said the company secretary must be aware of legal, moral, political matters and the implications to shareholders. Also, issues of value, fairness, the disclosure should be raised by the company secretary, who is part of the roles. Furthermore, everything that happens in the institution matters.
The company secretary, according to Mrs. Akintomide, is not just an enforcer but also an influencer.
She stressed that the role of the company secretary is to leverage access, knowledge, integrity all for the good of the company.
The keynote speaker alluded to the fact that the company secretary is an enabler of connectivity and reliability.
Professor Nathaniel Ofo of the Department of Corporate Law & Governance and IT Law College of Law, Igbinedion University, Okada in his presentation highlighted the key factors for building a balanced board for a company, which include
He also stressed the issues around diversity in company boards which are shaped by issues like
"Board diversity connotes the heterogeneous composition that should be present in organizations," Professor Ofo said.
Professor Ofo acknowledged that the most common form of diversity often spoken about in organizations is gender-based, whereas the other aspects seldom receive attention.
He said the rationale for Board Diversity is innovation and creative problem solving, acquiring talent, employee relationships, and understanding the business.
Dr. Nechi Ezeakor Executive Director/CEO, of the Institute of Directors (IoD) Centre for Corporate Governance gave insight into the topic "Conflict of Interest in the Board- What role for the Company Secretary" highlighted four pillars of corporate good corporate governance, which are; responsibility, accountability, fairness and transparency.
She noted that conflict of interest is opaque and not transparent; they are often complex and one with which many board members struggle.
Dr. Ezeakor defined conflict of interest as a transaction or arrangement that benefits an officer, board member, or employee at a personal level. She emphasized the need for proper structures to be put in place to address the issues of conflict of interest to the practice of good corporate governance.
The types of conflict of interest identified by the CEO of the IOD Centre for Corporate Governance in organizations include;
She was of the view that resolving a conflict of interest lies at the heart of governance, and a good and empowered company secretary is an asset to the company.
In terms of qualities, Knowledge and Courage were the two highlighted by Dr. Ezeakor to provide a central source of guidance and advice to the Board and Company.
Also, making a presentation on "Supporting Boards: Managing Meetings and Information Flow" Mr. Ore Olajide Company Secretary/Legal Adviser, 9Mobile Telecommunications, gave his views on capturing the essence of meetings which is a crucial responsibility of company secretaries.
He identified the fact that there are soft and hard skills needed for company secretaries, and most of them possess hard skills, while there is a need to work on adopting soft, innovative and creative skills.
Mr. Olajide informed his colleagues that company secretaries must be system leaders and brand ambassadors. In regards to risk, he noted issues related to reputational risk, physical risk, litigation risk and regulatory risk.
He urged company secretaries to be collaborative and creative in performing their duties.
Mr. Paul Kilonzi Channel Manager, Software Technologies Limited speaking on "Deploying Technology to Improve Board Effectiveness," maintained that the presence of application software enables company secretaries to carry out their duties regardless of their location.
Technology can help the company secretaries in carrying out their roles and help improve board efficiency in companies.
He singled out Artificial Intelligence as a critical aspect because, without AI, most of the developments of such software will not be available.
The advantage of such innovation according to Mr. Kilonzi is the ability to drive a fast and seamless process that allows the company secretary to be dynamic in the work process.
He advised company secretaries to leverage technology and take advantage of the learning opportunities on the internet.
The event featured a panel discussion with panellists Professor Nathaniel Ofo, Professor of Corporate Law & Governance and IT Law, College of Law, Igbinedion University, Okada, Dr. Nkechi Ezeakor, Executive Director/CEO, IoD Centre for Corporate Governance, Mr. Oretayo Olajide, Company Secretary/Legal Adviser, 9Mobile and Mr. Paul Kilonzi, Channel Manager, Software Technologies Limited.