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2nd DCSL Roundtable & Breakfast Session for Company Secretaries “The Company Secretary as the Conscience of the Company”

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In continuation of its Corporate Governance Series™, DCSL Corporate Services Limited hosted its second roundtable for Company Secretaries with the theme “The Company Secretary as the Conscience of the Company”. The Roundtable, which took place on Thursday, February 19, 2015 at the Wheatbaker Hotel, Lagos was well attended by Company Secretaries from the major sectors of the economy including Banking, Manufacturing, Construction, Oil & Gas, Insurance, and Professional Services.

Under the Chairmanship of Mr. Bolaji Balogun, CEO Chapel Hill Denham Group, participants were afforded the opportunity to share their experiences and tips on the challenges they encounter in the performance of their duties and responsibilities from practical perspectives of the various industries in which they operate.

The panel, which comprised of experienced subject matter experts including Mr. Uaboi Agbebaku (Company Secretary, Nigerian Breweries Plc), Mr. Sesan Sobowale (Corporate Relations Director, Guinness Nigeria Plc), Mrs. Adenike Laoye (Company Secretary, Ecobank Nigeria Limited) and Mrs. Cecilia Madueke (Company Secretary, Julius Berger Nigeria Plc.) considered topics such as Effective Stakeholder Relationship Management, Defining Reporting Lines, Dealing with Conflict and Enthroning a Culture of Corporate Governance.

Mr. Balogun led a discussion on issues facing Company Secretaries today, which included the responsibility for setting agendas for meetings, the procedure for the appointment of non-executive Directors, balancing the perspective and expectations of Nigerian Directors vis-à-vis their foreign counterparts. He noted the absence of a common code on corporate governance due to the variation in regional standards. He thereafter advised Company Secretaries to ensure their knowledgeability and familiarity with their respective Codes in order to be able to interpret and implement the said Codes effectively.

Speaking on Effective Stakeholder Relationship Management, Mr. Sobowale proposed that it was the duty of the Company Secretary to identify the Company’s stakeholders and their respective interests. He remarked that the Company Secretary should focus on managing any divergence in the various interests of stakeholders, and added that it was important for the Company Secretary maintain confidentiality and be professional in all his dealings with information obtained in the course of carrying out his/her function.

He also advised that the Company Secretary avoid getting caught in the middle of conflict by maintaining a relationship based on professionalism at all times. He summarized his points by highlighting the need for the Company Secretary to be able to balance the variation between local regulations/practices and foreign interests.

On her part, Mrs. Laoye gave her perspective on the reporting lines of the Company Secretary. According to her, the role of the Company Secretary is key yet delicate, as he/she is expected to be independent of the Board yet can be removed by them at any time. This position may sometimes give rise to difficult situations and she stressed that it was therefore important for the Company Secretary to have considerable influence on the Board and ensure adequate information flow amongst the Board, its Committees and management.

She added that in order for the Company Secretary to ensure independence in the discharge of his/her function, it is necessary to have a proper understanding of the primary responsibilities, special mix of leadership and practical knowledge, intellectual capacity to master complex issues and relationships between directors on the Board, superior organizational skills to make sure that laid down processes and procedures work as expected and must be fearless, confident and professional, remain alert to any potential conflicts of interest, avoid conflict by always acting in good faith in the best interest of the institution and also ensure that they are ultimately responsible to the Board and ensure full disclosure of issues to the Board.

She concluded that a strong understanding of the law and regulatory framework would go a long way in assisting the Company Secretary, although there would be occasions where it would be necessary to obtain external advice. In addition, the benefit of ensuring defined reporting lines usually minimizes the risk of conflict between the various stakeholders, thereby enabling the Company Secretary to carry out his/her role in an independent and impartial manner.

Mrs. Madueke, in her presentation on dealing with conflict, highlighted the types of conflict a Company Secretary was likely to face i.e. conflict of relationship or conflict of interest and opined that conflict is best resolved through open or adequate disclosure. In avoiding conflict, the Company Secretary is expected to display certain attributes including respect, knowledgeability, confidence, discretion and above all, professionalism. She noted that whilst it was best to avoid conflict, in the event that conflict arises the Company Secretary should be logical, objective and aware of all facts regarding the conflict. According to her, where all efforts to resolve the conflict have failed, it may be necessary to escalate the issue to third parties or if absolutely unavoidable disengage from the position

During his presentation on enthroning a culture of corporate governance, Mr. Agbebaku emphasized the need for the Company Secretary to ensure the implementation of a sound regulatory environment, and obtain the support of Management and the Board in the implementation. He also agreed that knowledgeability was important and noted that the standing of an organization as a corporate citizen was increased where corporate governance was practiced. He further advised that all regulations as stated in the different codes of corporate governance should be abided by the Company.

In rounding up, it was agreed that the role of the Company Secretary was indeed a delicate one and that there was the need for the Company Secretary to be knowledgeable, confident, passionate, unbiased and above all professional.

At the end of the Roundtable, the volume 2 of the “DCSL Corporate Governance Compendium” was launched by Mr. Balogun. This volume includes articles from the first volume as well as new articles on various issues including the roles of the Chairman, CEO/MD, Independent Director, Internal Audit, Audit Committee, and the Company Secretary, as well as Board Diversity, Succession Planning, Risk Management and Shareholder Activism. The Annual DCSL Roundtable for Company Secretaries tales place on the third Thursday in every February and the next one is scheduled to hold February 18th 2016.

Adebisi Adeyemi