0
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.

Continue Reading

2
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.

Continue Reading

2
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

Continue Reading

0
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.

Continue Reading

0
SEC Nigeria fails to disclose financials

The Nigerian SEC website announces

“It is with great pleasure that I forward to you, the Annual Report and Accounts of the Securities and Exchange Commission for the year 2008″

and then provides a link to a document which provides a myriad of market statistics in the form of an annual report. The report refers to the annual accounts on page 57 which do not appear on page 57 or anywhere else. The statement immediately below the announcement of the availability of the SEC’s annual report and accounts states:-

“This is to remind the under listed Public Quoted companies and others who may not have been listed but have their financial year end as December 31st and whose securities are traded on the floor of the Nigerian Stock Exchange that they are due to publish their quarterly financial reports and file same with the Commission on or before 30th April 2010″

The Nigerian SEC’s Vision Statement is to be “Africa’s leading capital market’s regulator”.

Continue Reading

0
Nigerian IR – signs of life but some big mistakes made by regulators
I have published an extract of the new reporting requirements of the SEC below as distributed by Proshareng an online Nigerian equities portal. There is a mixture of First World legislation and a rushed knee jerk reaction to the recent meltdown in markets. Watch the Nigerian space for the practical problems associated with what has been required below. Why do I say there’s a problem? No market consultation with listed companies, stuff that is clearly impractical with no precedent. In what other countries in the World do listed companies have to provide quarterly forecasts? I did a study on listed companies having IPOs and forecasts in their prospectuses – the percentage of companies that actually reported earnings within 10% of forecast in the prospectus was less than 30%, in some cases even if there was only three months left to the end of the year.
Don’t get me wrong this is a step in the right direction. But why does it have to be done with so much pain?
“New Reporting Requirements of SEC – Implications and Imperatives
www.proshareng.com Page 1

INTRODUCTION
On 24th March 2010, the Securities & Exchange Commission (SEC) issued new rules and regulations containing additional reporting and compliance requirements for public companies in Nigeria. The rules became effective immediately. Although this development was in furtherance of SEC’s powers to make subsidiary legislation, the basis for the rules are contained in an Act of the National Assembly – the Investment and Securities Act, 2007 (ISA) The basis of SEC’s rules making powers is Section 313 of the ISA which provides that the SEC may make rules and regulations for the purpose of giving effect to the provisions of the Act and reserves the powers to prescribe penalties for non-compliance with the rules. These new rules are therefore binding on all persons and authorities to whom they are stated to apply and have the force of law.
CHIEF COMPLIANCE OFFICER
Under Rule B4, every public company shall appoint a compliance officer, who, in conjunction with the Chief Financial Officer shall ensure compliance with all regulatory requirements of the SEC. Although there is no requirement to notify the SEC of the appointment of this officer, it would be prudent to do so first to provide a point of contact for the SEC on regulatory matters and second to avoid the cost and expenses that may be required in responding to summons from the SEC aimed at confirming compliance with this requirement.
There is also no provision about the qualification and background of the Compliance Officer but it would seem sensible to appoint someone already familiar with the rules and the operations of the SEC to manage this interface. This for self governing companies could be someone from the Legal Department.
Many companies especially those in the financial services sector have already publicly announced their Chief Compliance Officers and notified the SEC of these appointments.
ANNUAL REPORTS
Rules B4(1) & B4(2) stipulate that every public company shall file with the SEC annually or on other periodic basis, its audited financial statements and other returns prescribed from time to time. The SEC requires that the Annual Report Annual Report shall comply with the provisions of SAS 2 and contain disclosures on its unclaimed dividend fund covering bank balances, investments and earned income by way of notes to the audited accounts. The annual report is required to be filed no later than 90 days after the financial year end must be certified by the CEO and the CFO or anyone exercising similar functions in the company.
The auditor is also required to, in his audit report to the company, issue a statement as to the existence, adequacy and effectiveness or otherwise of the internal control system of the company.
CEO AND CFO CERTIFICATION
In a provision lifted directly from rules made pursuant to the US Sarbanes- Oxley Act, the SEC ISA in Section 60(2) now requires public companies to have its annual or other periodic reports to be filed with the SEC to be certified by the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO). The provision stipulates what these officers must certify.
At a meeting between Company Secretaries of listed entities and the SEC to introduce the new rules last week, the SEC provided a template of the type of CEO/CFO certification it would like to see. These are basically drawn from the provisions of Section 60(2) of the ISA.
EARNINGS FORECAST
Section 64 of the ISA provides that a listed public company, shall within 20 working days prior to the commencement of the quarter disclose to the relevant stock exchange its quarterly earnings forecast. In addition to this requirement, the SEC has now made rules regarding the release of the quarterly earnings forecast to the stock exchange, the SEC and the investing public.
The SEC now requires that the forecast shall be in line with the company’s policy, the stock exchange listing requirement and the rules of the SEC. The stock exchange other than requiring that earnings forecasts be submitted quarterly in line with the provisions of Section 64 of the ISA has not issued a format for the forecast; neither has the SEC. This therefore provides an opportunity for a well regulated company to comply by issuing what it feels comfortable with (at least until one of the regulators issues a standard format for everyone to adopt). The forecast is now required to be certified by the CEO and the CFO or any other officer performing similar functions.
All public companies are also required to notify the stock exchange, the SEC and the investing public as soon as it is known that the forecast will not be realised.
QUARTERLY REPORT
Public companies are required under Rule B4(4) to file with the SEC and simultaneously with the stock exchange and the investing public a quarterly report prepared in accordance with SAS 30. The challenge this poses is the requirement of simultaneous filing with the stock exchange and the investing public using different fora. The most popular way of informing the investing public is through newspapers publications (and/or the internet). Ideally, one needs to give the newspapers 1 or 2 days’ notice for the publication. This therefore makes compliance with this requirement somewhat challenging when dealing with the mass market. This was pointed to the SEC at its meeting with Company Secretaries last and the body promised to review this requirement. The requirement however has an upside and it could help companies focus much more on the Investor Relations responsibilities and associated/credible platforms for disseminating such. A company can and should consider the use of the internet platforms as a bridge to delivering on this requirement.
The quarterly report is expected to contain the following: accounting policy changes, seasonality or cyclicality of operations, unusual items, changes in estimates, issuance, repurchase and repayment of debts and equity securities, dividends, business combinations, etc. This report is also subject to the CEO/CFO certification requirement.
PUBLICATION OF INTERIM FINANCIAL STATEMENTS
All public companies are now required to publish their “signed” quarterly balance sheet, income statement and cash flow statement in at least one National daily newspaper (and by definition extension the web). The accounting policies need not be published in the newspaper if they can be placed on the company’s website to which reference must be made in the newspaper publication. The publication must be signed by the CEO and the CFO as with the other periodic reports.
HALF YEARLY RETURNS
All public companies are expected to file half-yearly returns in the prescribed format with the SEC containing the following information:
· General Information
· Corporate Governance Issues
· Financial Reporting
· Unclaimed Dividends
· Audit Committee
· Undertakings by the Company Secretary, Chief Internal Auditor, Financial Controller, Managing Director, Board Chairman and the Chairman of the Audit Committee certify the reliability of the information provided.
The returns must be made to the SEC within 30 days from the end of the half-year period either in hard copy or electronic copy.
UNCLAIMED DIVIDEND
All public companies shall file with the SEC in the prescribed form a report of unclaimed dividends on a half a yearly basis.
The company shall maintain segregated accounts for unclaimed dividend funds. The unclaimed dividends must be separated from cash balances and explanatory notes must be provided in the annual reports. The names of the managers and signatories to the segregated accounts must be furnished to the SEC in the prescribed form. Particulars of the qualification and experience of the managers of the fund must also be stated.
The SEC has powers to inspect the fund on a quarterly basis.
For further information and assistance on implementing these changes, kindly contact info@proshareng.com

Continue Reading

3
The poor state of IR in Nigeria: IR research

We reviewed the websites of over 450 listed companies in sub-Saharan Africa(11 countries): 182 of them Nigerian. Nigeria came last in its use of the internet to communicate with the investment community online. The results are below the following text:-

That the Nigerian regulators have to stand up to listed companies and re-emphasise the need for timely information is sad. Sad because it should be one of the core commandments of being a public company. Companies themselves and the regulators have forgotten the basics. These “basics” have also been forgotten in other African markets and really there should be no excuse. I put the responsibility on the regulators mainly given the extent to which they fly all over the globe and basically do not absorb much. They also rent seek from trading data, ignore the needs of retail shareholders and also ignore technology and the Internet. The listed company executives are also to blame but not as much. They are busy. Awareness is low and managing a corporate website is a nightmare and no-one cares: until the whole market collapses and then presentations have to be made as if the audience were in kindergarten.

This article refers to kindergarten IR in Nigeria. It’s worthwhile looking at how an advanced market such as the USA (ok too advanced…) concentrates on the basics:-

“Through the years, we have taken a number of steps to encourage the dissemination of information electronically via the Internet, as we believe that widespread access to company information is a key component of our integrated disclosure obligations, the efficient functioning of the markets, and investor protection”

SEC, USA

Here’s the results of our study:-
2nd – Nigeria has the 2nd highest Internet growth in Africa and Nigerians account for over 16% of all Internet users in Africa.
4th - 79% of listed companies in Nigeria have websites. They just aren’t using them.
4th – 41% of listed companies in Nigeria have a contact email.
8th – 7% if listed companies respond to an investment related email within a day.
9th – 19% of listed companies in Nigeria have an investor relations website section.
10th – 8% of listed companies in Nigeria have a contact us section on their website.
last – 13% of Nigerian listed companies have their latest annual report online.
last – 4% of Nigerian listed companies have the past three years annual reports online.

Continue Reading

0
Strong GDP growth revisions in some African countries

According to Ashley Bendell of Exotix,  the  IMF published its World Economic Outlook yesterday. It contains revised forecasts for the world economy and of course, Africa. See attached for selected countries.

Key highlights are sizeable upward revisions in GDP growth expected for this year for:

  • Nigeria: now 7.0%, +2pp from October report (closer to our bullish 7.6% forecast)
  • Mauritius: now 4.1%, +2.1pp
  • Botswana: now 6.3%, +2.2pp
  • Kenya’s 2010 forecast moved up to 4.1% from 4.0% (in October).

Inflation is generally falling or stable.

Download the full forecast report here…

Continue Reading

0
Imara Africa funds worth a look

We manage the Imara investor relations website and we have just received Imara’s Africa funds performances for the month and they make good reading so I thought I would share this news. Imara’s funds are divided into the following:-

Imara African Opportunities Fund Limited

Net NAV    USD 12.42

+4.99 % (m-o-m)

The Imara Africa Series Limited – Imara East Africa Fund
Net NAV    USD 8.56
+6.20 %  (m-o-m)

The Imara Africa Series Limited – Imara Nigeria Fund

Net NAV    USD 8.40
+13.06 %  (m-o-m)

The Imara Africa Series Limited – Imara African Resources Fund
Net NAV    USD 16.14
+12.01 %  (m-o-m)

The Imara Africa Series Limited – Imara Zimbabwe Fund

Net NAV    USD 10.24
+4.92 %  (m-o-m)

Imara Global Fund Limited
Net NAV - USD 15.10
+4.14 %  (m-o-m)

Click on the links for more info on the funds.

Continue Reading

0
Nigerian demand for annual reports is high

Our portal of African annual reports www.africanfinancials.com recorded almost 5,000 visits from over 82 countries last month. Top of the visiting country list was Nigeria primarily viewing, you guessed it, Nigerian annual reports. The UK and South Africa came second and third respectively.

Africanfinancials.com is Africa’s largest online portal of freely viewable, sortable annual reports. Our portal offers a free service to African listed companies to scan their annual reports into PDF and publish them online. Our portal also attempts to assist investors in  sourcing annual reports from listed companies but this proves challenging given African listed companies’ low levels of  awareness of the level of investors’ needs for information.

Continue Reading

0
Quoted companies are not transparent enough

Since August 14, quoted companies at the Nigerian Stock Exchange have been battling with cleaning up the books of some of their infractions, which got some of their banking colleagues into troubles.

The Chief executives of some of these banks, about nine of them, are still paying for their sins one way or another. The great discovery made with the audit of the banks’ accounts is one the full stories may never be heard, but the little that was heard were enough to make the financial service regulators wake up from their slumber, during which they allowed the practice of “business as usual” to prevail in financial transactions.

But the story has since changed, and with the new policies on financial operations, operators have begun to appreciate the need for full disclosures, so that concerned parties can discover when things are going wrong on time, and possibly salvage the situation before it gets out of hand.

However, recognising that the battle is not yet won, the Central Bank of Nigeria, in conjunction with the Securities and Exchange Commission and the Ministry of Finance, all regulators of the financial services industry, are currently putting heads together on how to tighten the remaining loopholes that helped plunge the sector into crises thereby eroding public and investors confidence
in the capital market.

The
measures are expected to be made public in the next fortnight or so.

Commenting on the awaited measures, members of the Association of Stockbroking Houses of Nigeria, say this will further instill transparency in the financial system.

The association’s chairman, Ola Yussuff, who spoke to NEXT, said what the Central Bank aims to achieve with the Nigerian Stock Exchange (NSE) and the Securities and Exchange Commission (SEC) is “a good development that must be encouraged.”

Mr. Yussuff, who is also the chairman of Trust Yield Securities Limited, said he believes that the aim “is to improve on the existing requirements for all quoted companies at the Exchange and also increase the level of enforcing those requirements.”

Shunning responsibility

The chairman of the stockbroking association said every quoted company signed an undertaken with the NSE, which requires them to disclose information about themselves to the Exchange on a quarterly basis.

However, he said many companies have not been really complying with the agreement, while some are still struggling to meet the deadline given to them.

“We (market operators) need to tell those in authority to enforce requirements, and when they need to be strengthened, they should be strengthened,” Mr. Yussuff said.

Also confirming the legality of full disclosure, Oladele Odusanya, a member of the association and chief executive officer of Quantum Securities Limited, said account disclosure “is one of the main requirements of the Exchange for any company to be in the first tier market,” but many of the companies in this category do not obey the rule.

“That is why some companies get delisted from the Exchange when they continue to default,” he added.

Apart from failing to make quarterly disclosures, Mr. Odusanya noted that there are still many other ways companies hide information from the regulators. But he believes the CBN and other regulators can check these if they really wanted to.

Global change

As bad as it seems, financial impropriety is not restricted to the Nigerian economy alone, as the global financial crisis revealed that many issues needed to be reviewed. Analysts argue that there is the need for all corporate organisations to review bookkeeping methods in the light of the various developments in the economy, both locally and globally.

They added that policies, all over the world, are changing because development is occurring on a daily basis.

For the capital market to perform effectively this year, analysts said market requirements for must also be changed; because what companies are disclosing presently is relative to the requirement given to them in time past.

Mr. Yussuff said if any company thinks it has perfected its disclosure level, “it should think twice because things can happen tomorrow that will make such disclosure outdated.”

“No company can never at any time say it has gotten it all,” he said.

Central Bank’s promise

The CBN governor, Sanusi Lamido Sanusi, on Wednesday, said the bank is currently working on a number of guidelines to be issued in two weeks, to regulate information disclosure by quoted companies.

Mr. Sanusi said the bank was working with other regulators like the SEC and the NSE, “to prepare detailed information disclosure requirements for the banking sector and quoted companies to ensure that end of year figures to be published every December, are accompanied with enhanced information disclosures beyond the normal NSE requirements to help restore investors’ confidence.”

Broking firms also to disclose

Meanwhile, Daisy Ekineh, the acting director general of the SEC, recently directed stock broking firms to make full and immediate provisions for their capital adequacy, which should reflected in their latest accounts.

Ms. Ekineh also said that the commission conducted series of inspections on some categories of market operators to ensure transparency and accountability in the Market. She added that the scrutiny led to the suspension of a number of operators from market last year, while a few were referred to the Economic and Financial Crimes Commission.

“As a matter of fact, in the last 20 months, various enforcement actions including the suspension from participating in the capital market activities were taken against over 77 operators,” she said.

Source: Next.com

Continue Reading

0
Nigerian corporate governance guidelines: a quick appraisal

The following extract from the Nigerian corporate governance policies and our appraisal as to whether such policies have been broadly applied by listed companies appears below:-

PART H- COMMUNICATION

35. Communication Policy

35.1. Companies should adopt and implement a communications policy that enables the Board and management to communicate, interact with and disseminate information regarding the operations and management of the company to shareholders, stakeholders and the general public.

Have Nigerian companies broadly applied this principle? No.

35.2. The Board should ensure that company reports and other communication to shareholders and other stakeholders are in plain language, readable and understandable and consistent with previous reports.

Have Nigerian companies broadly applied this principle? No.

35.3. Communication with shareholders, stakeholders and the general public especially by public companies with listed securities should be governed by the principle of timely, accurate and continuous disclosure of information and activities of the company so as to give a balanced and fair view the company including its non-financial matters.

Have Nigerian companies broadly applied this principle? No.

35.4. Companies should ensure that shareholders have equal access to company’s information. The Board should endeavour to establish web sites and investor-relations portals where the communication policy as well as the companies´ annual reports and other relevant information about the company should be published and made accessible to the public.

Have Nigerian companies broadly applied this principle? No.

Professor Mervyn King SC states that managing corporate governance by way of checklists is a meaningless exercise because it is not possible to legislate probity. The Nigerian example above and most other second tier markets are examples of where checklists are required in implementing or influencing good corporate governance policies. I suspect that directors of listed companies just do not know how to implement the:-

“principle of timely, accurate and continuous disclosure of information and activities of the company so as to provide a balanced and fair view the company including its non-financial matters”

given the challenges facing them on a day-to-day basis. Simple checklists and whether they have been complied with provide indicators to directors and investors and regulators alike. We are currently carrying out research on Nigeria’s IR policies so watch this blog post for more details.

Continue Reading

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