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From the ashes a thing called the…..”mailing list” arises

In Kenya new legislation deems that once something is published on the website of a listed company it is deemed to have been delivered to the shareholder. Beem-me-up-scotty-Star-trek-type-thing. To listed companies this avoids the hassle of dealing with the ignorant masses of retail shareholders. The SEC in Kenya and the Nairobi Stock Exchange have endorsed this.

To every listed company though, there are those shareholders that are important. The ones that will have something to say when they ask why their shareholder proxy materials were not delivered to their door. For example, the institutional shareholders that actively monitor the creation of shareholder value. Companies that adopt the deemed-Dr Spock communications method only will alienate professional investors. So these investors will need looking after. You will have a trend developing in Kenya where the mailing list will come back from the dead and start to grow and this will create an uneven playing field, or the perception of an un-even playing field in the communication platform. The more priveleged “more important” shareholders will receive their shareholder proxy material by courier or by hand delivery or by post. The ignorant peasant shareholder will not. The rich and influential will get richer and influential and the ignorant and poor will stay like that. This will be supported by the law.

Some institutions and funds are required to vote their shares and in the USA the existence of nominees or share held in “street name” has been seen to have disenfranchised shareholder suffrage. The Dodd Frank act in the USA and other initiatives are actively trying to put the vote back into the hands of the retail shareholder. In Kenya regulators are taking it away.

In the absence of progressive initiatives to provide shareholder choice the new mailing list will grow only after a shareholder has been aggrieved i.e. they don’t receive their proxy material and then they complain and then they do receive it. You will have a situation where shareholders will attend meetings under very different circumstances but in the eyes of the law they will have been treated the same. For the listed company, the man in the middle, issues of corporate reputation will arise and the African conspiracy theory attitudes may start shareholder activism. In shareholder votes, where contentious issues need shareholders’ votes, it will be very easy for someone to stand up and accuse a listed company of purposely or negligently not distributing shareholder information. The law will be irrelevant. Perception will be relevant. Once negative shareholder emotion kicks in then a different side to corporate sustainability, or lack thereof, will be seen.

For between US$10,000 and US$30,000 a year a listed company can take and make all reasonable efforts to ensure that shareholder proxy material availability is communicated to shareholders or delivered to shareholders. This is effectively an insurance policy against the sort of shareholder actions that may arise from not communicating at all or “beeming” shareholder material via Dr Spock’s Star Trek Enterprise. Its about corporate reputation. Oh and its good corporate governance. Actually delivering shareholder proxy materials to the owners of a company is good corporate governance.

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Influencing perception – levelling the playing field with the media

The power of the press in influencing your community on issues pertinent to your industry can be negative. And listed companies can feel powerless. Unless they get out their cheque book and pay for content to be published in the hard copy press to counter the negative press or at least correct it.

Actively building an online community of online media enables you to distribute your message at any time as often as you want at no additional cost.

For example when a bank is accused of fraud in the hardcopy press, they may feel obliged to respond in the hardcopy press at a cost. The press then has the luxury of continuing publication of whatever material that they want without having to get out their cheque books. On the other hand the listed company and its cheque book is forever beholden to the hardcopy press. It eventually ends up where there is no communication from the listed company and people are left with their perceptions. Which are typically negative. Everyone thinks the fraud is larger than it actually is.

Having a targeted online community of online stakeholders levels the playing field for you. Being able to send out whatever information you need to respond to the market at any time, as often as you want, for no additional cost is a powerful tool especially where listed companies have a wide base of stakeholders, a politically important profile and a pan African presence.

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Governance without leadership:leadership without Governance

“Governance and leadership are the yin and the yang of successful organisations. If you have leadership without governance you risk tyranny, fraud and personal fiefdoms. If you have governance without leadership you risk atrophy, bureaucracy and indifference.”

Mark Goyder (Director of Tomorrow’s Company)

The Nigerian Stock Exchange is a good example of the absence of leadership and governance and the absence of governance and leadership. Who pays the price? The man in the street. They guy that can’t do anything about it.

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The most powerful enforcement body…….

King 2 emphasizes that the most powerful enforcement body in the corporate system is the shareholder body. Via pension funds, provident funds, insurance products and other group investments, the public makes up the largest owner of many publicly listed companies.”

(King Report)

If the public is ignorant of their rights and the role they play in maintaining checks and balances in economic competitiveness who checks the checkers? Whose responsibility is it?

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What the Nigerian Stock Exchange does not know

There is a culture of mistrust in Nigeria that has been entrenched over many years and the current disaster over the Nigerian Stock Exchange is a logical conclusion to the absence of transparency and integrity in the market. Here are some interesting statistics on the number of shareholders in Nigeria – or estimates of statistics of the number of shareholders in Nigeria. Its ball park stuff.

The figures exclude duplicates and are compared with the number of mobile phone users and the number of Internet users. These statistics could be wrong by 20% but my message would not change. What is my message?

My message is that the Internet as a communications tool has to be the core information and data dissemination platform for market data in Nigeria. The Nigerian Stock exchange should stop rent seeking market data make it readily available for free to the market. The Nigerian Stock Exchange should immediately come up with an enforce minimum standards of online disclosure AFTER consulting with listed companies. To me the simplest non-disclosure of information sends a strong message.

What evidence do I have that my message might, just might, have some substance?

There are probably around 10 million shareholders in Nigeria. There are 33 million + internet users and + 68 million mobile users

It does not take a rocket scientist to realise that it is highly likely that a significant proportion of shareholders are able to use modern means of communication to receive news, data and market data on listed companies. You may argue that there are already millions of internet users accessing investment data online. If they are they are not getting information from listed companies’ websites – and they should be. Listed companies should realise there is a huge community out there that if treated right could just be a really valuable resource to which to communicate to and from which they can receive feedback. The objective to grow the bottom line and improve corporate reputation. Its this last point that is especially pertinent in Nigeria at the moment because Nigerian investor relations is in a terrible shape.

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Well balanced insight into IR strategy
The article below is taken from www.iralert.com. I like it because it gives a good insight into the use of social media as well as provides some insights into the core basics of any IR programme. Interesting reading for an executive that is considering stepping up IR activities in their African company. Yes we do not have the same critical mass of investors as they do in Canada but its the basics that I am referring to and the approach to an IR programme.

Is Web Video an IR Silver Bullet? Streaming Video Could Be Stellar Conduit for Reaching Retail, Analysts and Others Says MOSAID IRO

Brian Pittman’s exclusive interview this week: Michael Salter, Director of Investor Relations and Corporate Communications, MOSAID Technologies

Still having trouble separating fact from fuss when it comes to social media and IR? Leery of falling victim to “Shiny Object Syndrome”? Seeking more model best practices for integrating social media into traditional IR programs?

Then consider the case of MOSAID, which has successfully incorporated Web video into the company’s recently launched IR Channel. Specifically, “Web video has become an indispensible tool here for reaching retail investors,” says MOSAID communications and IR director, Michael Salter. “I think we are going to see a dramatic increase in the use of video for IR in the coming years.”

It just makes sense, he explains: “People are consuming more and more information via video, and eventually it’s going to seem very natural to be able to view a video of the management of the company you are investing in. Using video is inherently democratic. At present, meeting top management is a privilege that’s largely reserved for institutional investors,” says Salter, who works with Web video platform and provider Investor Candy to deliver no-nonsense, high quality online IR focused video.

With video, “IR professionals can essentially extend that offer to everyone,” he continues. “And that’s a key reason we implemented a dedicated investor channel, because it creates a new kind of experience for investors.” Salter adds that the videos on the company’s IR channel can be viewed on an iPhone, Blackberry and other smart phone with Wi-Fi capability.

But the MOSAID Investor Channel is about far more than video, Salter stresses. “We see it as a powerful communication platform that is going to allow us to work with the sell-side to extend our message into new communities of investors.” In addition, the Investor Channel includes administration software that allows Salter to track video viewing, downloads, account set up and so on. “The response has been very good,” he says.

Read on for details behind MOSAID’s forward looking IR channel—and Salter’s tips, caveats and roadblocks other IROs can expect to encounter when incorporating social media:

You’ve had a great year, what with earnings up 40 percent. And yet you’re undervalued, according to a recent Business News Network interview I saw posted on your IR channel. How do you deal with that and better educate the market about what you do?

When we say we’re undervalued, we’re looking at it on a price earnings basis in comparison to some U.S. peers and those that do patent licensing. I’m thinking of companies like InterDigital, Tessera and Acacia (Technologies) and Rambus. What we’re looking at is that on an operations metric standpoint, we score highly, and on the valuation metrics side, we score lower. On a P/E basis, etc., we score less than our peers—even though we basically restructured the company back in 2007.

Can you give a quick background on the restructuring and the proxy contest that drove it—and then tie that into your value story to investors?

MOSAID was founded in 1975 and was doing semiconductor design focusing on memory chips. We had a memory chip tester business. Around 1999, we our signed first patent license agreement. And then in the fall of 2006, we had a proxy contest that resulted in a hedge fund called Loeb Partners getting three seats on the board. Then in the following year, we decided to focus on patent licensing only. We sold the chip design and memory test business—and started to bulk up on patents.

So really, you look at our fiscal ’07 revenues and they ticked down as we restructured. In ’09, they grew by 14% and the same in ’10. We’ve been profitable for five years in a row over six years at a 22% compounded annual growth rate. We report Canadian GAAP and use pro forma net income, and have a 35% compounded growth rate in earnings.

Another important thing is that we are one of the few Canadian small-cap technology companies to pay a dividend; it’s about a 4.5% yield and we’ve been paying that for five years. The next important piece to mention is that we continued to grow during the downturn. We delivered that dividend in the worst of downturn and continued to post revenue growth.

So, we have a fairly stable growth story—it’s not hockey stick, but it’s high profit and there’s a real degree of consistency in the patent business.

Getting back to the standpoint of being undervalued, then: We are delivering on results three years into the restructuring, but are still undervalued in our eyes, yes. As a result, we wanted to do something different to tell our stories to investors.

How are you doing that—where did you start?

Well, we started with all the usual things. We started marketing aggressively in ’08 and late ’09 because our results stood up. When you show that in a downturn, people are more interested in the story. There’s no question that when the stock hit a low of $7 Canadian in late ’08 and throughout ’09, we then had a good run peaking at $25 in early ’10. We’ve since given some of that back as of late. The main point here is we think from a valuation perspective, there’s a lot of room to grow.

So, one of the things that IR people normally do in a situation like that is they take the story out and get it in front of more people. We’ve done that by:

1. Increasing analyst coverage. At the lull, we had four and now we have five. I think another two will start to cover us, soon, as well. We took the route of doing more aggressive marketing to get more coverage.

2. Increasing road shows. Twice a year, we just go down and visit analysts for a day, in addition to visiting with investors. We dedicated two days a year to this—and we just got more rigorous in terms of asking covering brokers taking us out to include 25% new names on every trip. We were more insistent around that. We also increased the schedule of events—we basically asked for briefings of the sales desk at brokerages, including retail sales lunches. In 2006, by contrast, we did a road show and just visited buy side clients. But now, a typical day will include briefing the sales desk and a retail broker lunch.

3. Increasing outreach beyond Toronto. Canadian IR tends to be Toronto-centric, so we wanted to break out of that and our geographic trips increased as a result. We made sure we visit Vancouver, Calgary and Montréal on a more regular basis.

4. Increasing financial media relations. Another point tangential to IR is that we have a dedicated business channel in Canada called the Business News Network. In ’06-’07, we weren’t on that at all. I developed our relationship with BNN so we are now on four to six times a year. We can use those interviews as links on our website, which you saw, and then send those to our lists, and so on.

5. Increasing IR database contacts. We also re-focused on building our IR database of names more proactively using blast emails to update contacts on of all our financial information. Related to this is that we’ve increased our regular communication to our holders.

Good ideas all—what about non-traditional efforts. When did those start?

Beyond putting in place an IR strategic plan, getting more aggressive about marketing and our media outreach, we also started our MOSAID Investor Channel, which went online January, 2010. That’s the big new initiative.

What have the results and feedback been like?

They’ve been excellent. This is not necessarily about reaching a mass audience—it’s the about quality over quantity. So the feedback is more qualitative. That said, the reactions I’m getting are, for example, other IR professionals at a bank saying MOSAID is differentiating itself, a retail broker out in Vancouver saying it’s great because she can now send the videos to her client lists, and that those clients actually get to “meet management” via those videos.

Our chairman Carl Schlachte—a former CEO, and also past president of ARC International, which does configurable processor technology—got it right away. His reaction was, “I wish my guys had this for me. It would have saved me all kinds of time.” What he meant was: How do you do retail outreach?

Reaching retail shareholders has always been a huge issue for IR. That’s because it’s not cost-effective for management to do a lot of retail broker meetings, let alone meet small retail shareholders. So, with our investor channel, it’s not just about video—it’s a communications platform that gives the retail broker an ability to set up a private account that has nothing to do with us and then send video to his client list.

There is software in the Investor Candy platform that lets him see who viewed the video.

So why did you go this route—considering all the trends and tools in social media?

In the context of social media, we looked at Twitter, LinkedIn, YouTube, blogs and so on. Essentially, we centered on the use of video as being best suited for our company and IR. I think it hooks into social trends—it meets IR challenges and it’s fundamentally about creating a different kind of investor experience. It’s founded in the idea that a privileged few investors meet management. From a trends standpoint where securities regulators talk about access to management—video suits the bill.

What about triggering decisions to consider your stock—how does video help with that?
It’s not just a simple matter of video. Really, you have to get more people consuming your message. Clearly, video is one way of doing that. Once they’ve consumed your message, that becomes the precursor to considering your stock as an investment. That consideration is a precursor of demand.

Where does this initiative stand now, since you launched in January?

Stage two of this project for us is about working with the broker community and covering analysts to get them to use the Investor Channel as a way to begin engaging their clients. Now that we have it up and running, our goal is to actively educate people about the Investor Channel and engage with retail brokers to see if they’re interested in using it and get feedback as to how we can evolve that tool.

For example, BMO Capital Markets has been covering MOSAID for many years. They are a schedule one Montreal bank with a cross-Canada retail bank network. They have hundreds of retail brokers and have offices in the U.S. They’ve been doing equity research with us for years, and we’ve been a top pick of theirs many times. They’ve seen this channel and like it. We will be asking them how to introduce the channel to their retail brokers. They are reading research reports on us, and now they have video and other tools to help them with their sales kit.

People are using video all over the place online—so what’s the real innovation here? And what lessons for IROs come out of that?

Well, the video you’re referencing is typically advertising or marketing-communications driven. There are sales videos, videos from the trade floor and lots of corporate videos out there. But people haven’t created a dedicated investor channel with a commitment to content over the long term. That’s the innovation.

Our strategy will be to generate a video accompanying every press release MOSAID does. Frequency should be about 12-15 new videos per year. So you would have an earnings video every quarter. If you have a major customer win or contract announcement, there would be a video, as well. In our case, we are involved in litigations on patent licensings, so we’d also do a litigation update video, for example.

Beyond the regular flow of new videos, we also have “strategy videos” about our vision and strategy. These include the CFO talking about how and why we give guidance, for example.

Have you ever seen a video by a CFO on the practice of giving guidance? Probably not. So we have a library of videos talking about the strategy and operations of the company—and those are updated on average about once a year. Then, there’s the regular stream of new content. So, among the challenges is that it can’t be a one-off effort. Video must be a key component of a sustainable IR strategy.

What other challenges are there for IROs considering Web video?

In terms of IR people doing this—there is a learning curve involved. We worked on this a solid eight months before launching it. We had to be sure our key execs were comfortable with video, that the board signed on, and that we were willing to dedicate the time to it. I must emphasize that the time component is more critical than the costs. It’s a reasonable cost—we’re not talking here about $150,000 corporate videos featuring things like cakes and corporate HQ scenes and airplanes. We shoot this onsite against a white backdrop. It’s extremely low-cost compared to traditional corporate video.

It’s not advertising or marcom style video, either. It’s IR/corporate communications video—and that’s a very different style. More important, though, is the management of time and commitment.

So how did you determine the tone and look?

We did a lot of preliminary research determining the look and feel that would work for investors. We did a series of interviews with covering analysts and existing shareholders talking about how management communicates and how we’re perceived. We were aiming for authenticity. We came up with a catch phrase … that people knew us for our “quiet confidence.” We wanted a look and feel that reflected that.

One of the biggest reactions since we launched has been people saying, “These are not commercials.” That’s key—you can’t have anything in it that seems promotional. Also, these aren’t two-minute short videos. They run five to seven minutes. People may say that’s too long—but not for IR. Would you spend five minutes reading an annual report or 10K…yes. So, we’re not trying to be entertaining. It’s information.

What about disclosure issues—how do you address that?

We put the script and the finished video through the same disclosure process as we do for any other publicly released document. In the same way we review MDNA, financial statements, press releases, annual reports and so on—we use a disclosure committee here. We put the video script through the committee and then we review the final video with them. We look at everything from the script to titles to graphics, etc.

Video is a different medium and securities regulators are putting out guidelines for the use of electronic communications. So, we also have the entire channel reviewed by our securities lawyers. For instance, we tweaked the forward-looking statements that run in front of each video.

Any caveats or lessons for others based on your learning curve?

One thing we learned was this: Prior to launch, we were shooting videos and using promotional language such as, “We know you have made an investment in MOSAID or are considering one…” or, “We welcome you as a new shareholder in MOSAID.” Our securities lawyer said if we used promotional language like that, the entire video could be seen as a secondary offering. So we had to go back and scrub all that language. That took us a week of editing to remove that—so that’s a big tip here for readers. Do that review first.

We don’t say, “Here are the top ten reasons for buying MOSAID stock,” and we don’t talk about our thinking of why it’s undervalued. We just talk about our business strategy, our revenue growth strategy, our guidance—just the facts. So we had to learn what’s acceptable and not acceptable in video.

Another example is this: We announced a share offering in late January of 2010, then we closed in February. Our lawyers advised us to shut the channel down during the period that shares were on offer, until the shares had been distributed, because there was a concern that the channel might be viewed promoting the new offering, even though we had it vetted. So we did that to be on the safe side. We had a three-week period where we took it down. Lots of people noticed that and asked for it back.

So, you have to take the time to have it legally vetted and planned out. Take the time to figure out your review and disclosure process.

Can you elaborate on your choice of Investor Candy as your platform?

We are the first client for Investor Candy. We are also the first in Canada to start a dedicated investor based channel, so we’re breaking new ground with them. What I liked about Investor Candy is that Curtis Hollister, the founder, is an entrepreneur. He started and sold a few companies. He is not a traditional IR person or IR service provider. They class themselves as an innovation or ideas company. They are extremely bright and just bring a very different perspective. I didn’t feel I was working with a traditional investor relations supplier. They were bringing me something different.

This wasn’t intended to replace any of the traditional work we do. I wouldn’t stop doing any of the traditional IR efforts. This was about engaging with shareholders differently and creating a different investor experience—that’s what they brought to us.

IR communications tends to be conservative and should be. I don’t think IR should be leading the charge on communications practices. I report to a CFO. Company finances are supposed to be conservatively managed. Yet, there’s no doubt we’re a television culture now. YouTube is popular for a reason. This is about how to use video as a communications platform within investor relations, and how to do it in a planned, strategic way.

So, they’re an innovative company, and we love their platform. But beyond that, the innovation here, again, is the dedicated nature of the channel and the commitment to produce videos on a regular basis—not having this mistaken as marketing communications. This is video for investors. If you think about an investor meeting where you’re talking about growth rates, expenses, margins, total available markets, ratios of all kinds and so on—a lot of people will look at these videos and say they’re boring. That’s fine. Our model is to create an investor relations video genre—and then to work with the investment industry to learn how to extend the reach of these videos via their networks. That’s where we are now. That is the big job for the next six months or year. Internally, we made a two-year commitment to this to fund it. You can’t start it and let it run out of steam.

What other social media tools are you looking at?

These days, analysts and investors are using these tools, so you should be there, too. On that note, using Twitter may be fine for a company with a lot of PR activity—that’s right for them. But you have to figure out what social media tool is right for you and your particular needs. Previous to this, I worked for a company that did a press release a week. Here, I do half that. So de facto, there is less to “Tweet” about. It’s the same with blogging. There is frankly just less for MOSAID to blog about. We’re a patent licensing company, and we are prevented from discussing or disclosing those contracts or details.

So when we were doing our analysis of how to respond to social media—we realized we don’t have a lot to blog about. Another thing I’ve noted from IR people and others is they run out of stuff to talk about. There just isn’t that much they can talk about—so they end up talking about trends in the industry, etc. But every single video here is about our business. A core principle about corporate communications and IR is to approach everything by asking, “How does this help my business?” A CEO blog on some business trend isn’t really about his or her business. But these videos are about our business, our strategy, our operations and our investor story. Other tools didn’t fit us and our circumstances at MOSAID.

In IR, the question is, “How does this help you get people interested in your shares?” That’s it. Video answers that for us.

Is it easier to incorporate this stuff from an IR perspective when you hold a dual IR/PR role?

I would think so. At a company with 50 employees, I’m responsible for IR, corporate communications, media relations and the Web. I can see overlapping roles potentially creating issues at larger companies concerning who would have responsibility for implementing an investor channel.

What’s your advice to other IROs in terms of being strategic about integrating social media in general?

It starts with an analysis of your company’s communications challenges and which tool you think furthers your objectives. There is a feeling that if you say no, you’re not “with it.” So counter that by rigorously analyzing this, conducting a communications analysis of your own situation—frequency, what you can say and not say—and your industry sector’s business model.

For us, video fit our situation and strategic needs. We knew we were coming out of meetings with buy-side clients and they were saying that patent licensing is hard to understand—but when our execs speak, it’s credible, strong and clear. We were having success when people met management. So, this is an extension of that, because management had a lot of credibility coming away from face-to-face meetings. This became a great way to introduce management to shareholders and talk about a business model that few public companies are engaged in.

Video leverage is one of your best assets if management is a strength for you as an IRO. You can have tens of thousands of people meeting management this way, whereas in an average year, you as an IRO might be doing up to eight trips. There are only so many people who can meet management via traditional road shows. This takes it all to the next level.

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Afribank plc Nigeria manipulated their 2007 IPO

I had a brief look on the Afribank website to see if they had any public statements on their commitment to good corporate governance. They did not. Another article from the www.BusinessDayonline.com, a media firm in Nigeria sets out the details. Good stuff.

The Securities and Exchange Commission (SEC) yesterday accused Afribank and its senior executives of manipulating the bank’s December 2007 public offer in an elaborate scheme that was deliberately designed to buy back its shares deceive the market.

In doing this, SEC said Afribank contravened the Investment and Securities Act 2007. It also alleged that Afribank also perpetrated a fraud in connection with the purchases and sales of Afribank shares. A statement issued by the SEC last night said : “Afribank made a Public Offer (“Public Offer”) that closed in December 2007. After the Public Offer, Union Bank advanced credit facilities to three stock broking firms, Fidelity Finance Limited, Spring Capital Limited and Falcon Securities Limited, and three subsidiaries of Union Bank Union Trustees, Union Assurance, and USL Nominees.

“These entities bought Afribank shares in the names of 1,258 subscribers, which accounted for 66.4% of the public offer. Subsequently, all six (6) entities repaid their loans to Union Bank, using funds made available to them through four (4) Afribank related entities and subsidiaries. Then on the instruction of the Afribank MD, the Afribank shares held by the 1,258 subscribers were consolidated to reflect beneficial ownership of nine (9) companies owned by the Bank and its directors in a total of fourteen (14) accounts.

“These actions are alleged by the SEC to constitute false trading. False trading is prohibited by the ISA in provisions that prohibit activities that may create a false or misleading appearance of active trading by engaging in the purchase or sale of a security that does not involve a change in the beneficial ownership of the security. Also allegedly violated is the general fraud provisions that prohibit the employment of a device, scheme or artifice to defraud that would operate as a fraud or deceit on any person in connection with the purchase or sale of a security”.

The below listed seventy-one entities have been sued in court for their varying roles and responsibilities in the above alleged schemes.

Falcon Securities Limited

•Peter Ololo

•O.j.a. Idudu

•T.g. Ogisi

•S.a. Otegbola

•Matthew Udueho

•J.t. Ogbeha

•F. Nesiama

•Eric Nwobi

•Lucky Oghene-omoru

•Fidelity Finance Company Limited

•Osa Osunde

•Philip Emioma

•Queen Esther Erediauwa

•Jimmy Evbuomwan

Afribank Nigeria Plc

Afribank Capital Markets Limited

Afribank Registrars Limited

•Ail Securities Limited

Afribank Trustees & Investments Limited

•Asset Management Nominees Limited

•Union Bank Plc

•Sebastian Adigwe

•Osa Osunde

•Ashim Adebowale Oyekan

•Bala Zakariya’u

•Chukwuemeka Okwosa

•Anthony Adaba

•Jibrin Isah

•Chinedu Onyia

•AIsa Mohammed Zailani

•Henry O. Arogundade

•Roberts Orya

•Ben Nwoji

•J.d. Lawuyi

•Usman Zarma

•B.m. Wali

•Ndubuisi Osakwe

•Adewale Adeniji

•Chester Ukandu

•John Maha

•Bidi Umeh

•Jooji Tor

•Adetayo Ogunbajo

•Ola Ifezulike

•Henry Agunbiade

•Dayo Afolabi

•Umar Suleiman

•Oladapo Malomo

•Nathaniel Ottio

•Abubakr Rajab

•Shehu Usman

•Abubakr

•Ahonsi

•Lawrence Idowu

•Pac Capital Markets Limited (formely known Asspring Capital Markets Limited)

•Chris Oshiafi

•Anthony Adeniyi

•Mike Chukwu

•Tolu Fadahunsi

•O. Unebu •Tony Ezenna

•Cosmas Maduka•Union Capital Markets Limited

•Niyi Opeodu

•Ibrahim Gobir

•Tunde Yamah

•Salihu Ehimeakhe

•Ebenezer Emeruem

•Mohammed Adburaham

•Olatunji Olutola

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Nigerian Stock Exchange governance sets bad example: + they are broke

The absence of reporting by the NSE mirrors that of listed companies:- not reporting to the SEC the 2010 figures. As a member of the general public we can’t access the NSE’s 2008 figures let alone 2010. I am assuming that the figures in between have been submitted to the SEC and the SEC has not made them available to us. The article below states that the NSE has earned approximately US$280m over the past four years – I personally cant believe that this is correct given the extent of the amount. If this is true I also cant believe that none of this money has been used to put effective information dissemination practices in place. I would not be surprised if the extent of the earnings of the NSE were as a result of charging everyone in Nigeria for access to the NSE website – say 600,000 people @ US$120 per annum = US$72m – makes sense!! I am in the process of paying my US$120 so that I can get hold of information that I should have access to for free anyway.

In a way the absence of reporting can / should always be construed negatively. Those with nothing to hide can spend a few dollars and communicate with their shareholders and stakeholders and those that are hiding can hide behind poor communication and hide what they are up to. They say that communication and information is the “life blood of markets”. How true.  Now to more Nigerian scandal:-

The article below appears in Business Day, a Nigerian media firm.

FRIDAY, 30 JULY 2010 01:19

An opportunity appears to have been opened for the Arunma Otteh-led Securities and Exchange Commission (SEC) to push its agenda of full regulatory oversight following a fresh allegation of financial impropriety against the management of the Nigerian Stock Exchange (NSE) which grossed a hefty N42.2 billion income in four years. The SEC is in possession of a strongly worded petition sent by Aliko Dangote, a very senior council member of the Nigerian Stock Exchange, that could force it to open investigations into the finances of the Exchange, and test Otteh’s resolve to ensure that SEC performs its market regulatory role effectively.

On Tuesday, an academic and member of Central Bank of Nigeria’s Monetary Policy Committee, Doyin Salami, expressed concern over regulatory slacks in the market, challenging SEC to begin to bite to bring corporate governance sanity to the market, especially its managers.

A SEC source said the petition appears to express deeper concerns over cthe financial management and health of the Exchange, particularly what he described as “corporate governance and transparency challenges” in the financials. Independent investigations yesterday revealed that the Exchange’s auditors had raised a 20-point query over the 2009 accounts and have, therefore, refused to sign and pass them, as satisfactory answers to the query are yet to be provided by NSE management.

In the petition seen by BusinessDay, the NSE management is accused of not presenting to the council or members the audited accounts, seven months into the current financial year. It is also accused of “not presenting to the Finance and General Purpose Committee, interim financial statements for the first and second quarters of 2010.”

The petition is anchored on three planks namely: the expenditure pattern of the NSE; the Excahange’s inter-company and associated companies’ investments; and a huge pension hole in its pension scheme.

“In the last four years (2006 – 2009), the Nigerian Stock Exchange grossed a total income of N42.2 billion with a surplus of only N5.6 billion, representing 13 percent growth over the four year period. “Careful review of the expenditure shows major cost elements are salaries, pension, travel and marketing. At the end of 2007, NSE had a cash position of over N9 billion and as of today, the Exchange is in deficit and is unable to meet its obligations as and when due,” Dangote said in the petition. With regards to inter-company and associated companies’ investments, the petition stated that “current inter-company balances with inter-company/associated companies amount to N3billion, which have been built over a period of years. Similarly, investment in such companies is now in excess of N1.3 billion without any commensurate return being accounted for.”

Dangote also said the pension scheme of the NSE was in trouble as a result of poor management, requesting that the scheme should be “urgently audited to gain a thorough understanding of the extent of the liability of the Exchange. “For instance, I am aware that in the 2008 Accounts, there was an actuarial valuation done which presented a deficit funding of N2.6 billion. A decision was made at that time to amortise this amount over a five year period,” he said in the petition.

He also claimed that out of the funding of the NSE pension, more than N423 million was with a named insurance company, but that the existence of the funds was yet to be ascertained. The petition suggests that the NSE is in financial crisis as it is running behind in meeting its obligations to clients and suppliers, expressing serious worry that the “NSE is currently experiencing financial difficulties mostly arising from undisciplined spending and financial imprudence exhibited by the management of the NSE,” said Dangote.

The petition, dated July 21, 2010, was signed by Dangote, the Forbes Magazine-listed billionaire cum entrepreneur and longstanding member of the Exchange, whose election as president of the Council had been affected by a March 12 court ruling.That ruling is currently being appealed, with another case for the discharge of the ruling also pending, Dangote’s lawyer, Ricky Tarfa, said last week.

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Dealing with materiality and investor decisions

Directors have an obligation to ensure that “material” information is made available to their shareholders. Determination of material information is clearly an area where judgment and experience are of great value. The US Supreme Court in TSC Industries Inc. v Northway Inc. the standard for materiality was stated as follows:-

“There must be a substantial likelihood that the disclosure of an omitted fact would have been viewed by the reasonable investor as having significantly altered the “total” mix of information made available”

The court further developed the following definition of materiality:

“Information is material if there is substantial likelihood that a reasonable investor would consider it important in making an investment decision.”

If the materiality decision is borderline the information should probably considered to be borderline and released using a broad means of dissemination. Decisions to release material information may be qualified by confidentiality and information may be withheld for legitimate business reasons, such as the benefit of the company or the shareholders, as long as no insider trades on that  information. Of course this does not mean a company can withhold “bad news” indefinitely because such information many not be beneficial to the company or its shareholders due to its effect on the share price!

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Trust, likability and knowledge

My business partner just spoke to a bloke in the online sales and marketing game – very different to our business but he said some meaningful things – he said the secret to making sales online was trust, likability and knowledge (knowledge in the sense that people believe you know what you are doing).  He has been struggling a little in the online health industry (a massively competitive market).  Anyway he said his experience over the last few years this was the most important thing he ever learnt – “width in inches, depth in miles”!  I thought that said it all!!!

The same thing applies to an online IR programme. Exchange the likability for transparency and you have the same principles that should form the foundation of a communication platform.  Specialise in building an online community from every aspect of your business’s interaction with investors, employees and stakeholders. Width in inches, depth in miles.

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Kenya Companies Bill 2008: Nomination Committee provisions impractical

I have been highlighting the need for listed companies in Kenya to sit down and think about the implications of the proposed Companies Bill 2008. Here is an example of why:-

“Quoted companies and the companies of public interest nature that handle public funds, must establish and maintain a Board Nomination Committee where at least two thirds of its members are shareholders in the company and together represents two third of the share capital in the company.  The Board of Nomination Committee shall propose candidates for the Board of Management.  Anybody employed by the quoted company can not serve as members of its Board Nomination Committee.”

A few questions:-

  1. Does the Board appoint the members from the shareholders?
  2. What is the criteria for appointment?
  3. Will some shareholders protest that their representatives are not appointed?
  4. Is there enough being done in Kenya and amongst the investment community to educate investment managers and prospective directors of their true role as a director?
  5. If a company has no dominant shareholders (say less than 10%) how are the representatives of the nominations committee to be appointed? Will a nomination committee of + 6 members be practical?
  6. What is the minimum number of nomination committee members? What if one shareholder owns more than two thirds threshold? Is there a single member of the nomination committee?
  7. Where significant shareholdings are held by nominees or pension funds and other institutions, holding shares in a fiduciary capacity, how are representatives to be appointed?
  8. So ordinary minority shareholders are unable to propose directors?

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Wanted: Director of Investor Relations: US$140k a year plus more…

“Director of Investor Relations –  to US$140k+bonus+stock

Established public company is seeking a key # 2 IR professional to help support the investor relations and promotion of the company. The company has an established name in the industry and an analyst following. The position is responsible for planning the executive investor outreach programs that effectively communicate key messages regarding financial performance and business strategies to the investment community and to the business/financial press and media community, including the creation of documents for conference calls, meetings, and other communications with shareholders.”

This advert is common in the US where the companies are huge by market capitalisation and have to fight with 14,000 other listed companies for the attention of investors. In African markets just a handful of companies can afford the salaries that a true IR professional demands. Basically an IR person has to be everything to everyone, understand everything and then craft a message to the investment community. A financial Jedi super-man.

So what of the other 1,390 listed companies in Africa that have investors, sometimes many thousands of them?  Have a look at the terms of reference above and tell me what parts there cannot be achieved through a corporate website communicating the basics. The fact is that all of the key principles of a good investor relations programme can be scaled to any budget.

Our africansmallcaps.com portal is a good example of the lowest cost solution. Identifying investors, communicating the brand etc. In the USA and other more advanced markets, the Internet is the tool through which IR officers communicate messages. In Africa the Internet is the messenger itself: so long as a few basic rules are adhered to:-

- timely information

- comprehensive information

- to an identified investment community

- reaching out to investors

So is there a solution? Yes there is.

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