Speakers at a talk on the Companies and Allied Matters Act 2020 (CAMA) organised by the Open Government Partnership (OGP) Nigeria in partnership with the Corporate Affairs Commission (CAC), the Civil Society Legislative Advocacy Centre (CISLAC) and Oxfam in Nigeria enumarate the benefits of the new law, CHINAKA OKORO reports.
The Company and Allied Matters Act (CAMA) recently signed into law by President Mohammadu Buhari, has generated huge controversies, arguments, and counter-arguments.
While some support the new law, others say the government has no right to enact such law which seems to scrutinise activities of private entities, even as some concerned stakeholders have called for its review.
The new law authorises the Registrar-General of Corporate Affairs Commission (CAC) and a supervising minister to strictly supervise religious bodies and charity organisations. It also gives the commission power to suspend the trustees of an association or a religious body and appoint an interim manager to coordinate its affairs where there are lapses.
Against this backdrop, a one-day Public Consultation/Sensitisation to the Establishment of the Beneficial Ownership Register by the Companies and Allied Matters Act 2020 was held in Lagos on Thursday, August 27. The consultation was attended by representatives of various stakeholder groups, including government, civil society and the media.
The meeting was addressed by the Registrar-General of the CAC, Alhaji Garba Abubakar; the Executive Director of CISLAC, Auwal Ibrahim Musa (Rafsanjani); and the Civil Society Adviser of the OGP Nigeria Secretariat, Stanley Achonu. The immediate past Co-chair of the National Steering Committee of OGP Nigeria, Edetaen Ojo was the Chairman of the event.
Addressing the audience, Executive Director of CISLAC, Musa (Rafsanjani) said the move for CAMA began in 2016 when the government made commitments to strengthen anti-corruption reforms and joined the Open Government Partnership (OGP) in a bid to deepen institutional and policy reforms. One of the commitments within the anti-corruption agenda in the consolidation of existing and new reforms, was the establishment of a Public Central Register of Beneficial Owners of companies.
“Fours years after this bold commitment, we stand before the Nigerian public and the international community to say that we have crossed the first bridge which is the successful amendment of the CAMA to support beneficial ownership registry establishment,” he said.
He noted that while legitimate corporate businesses have an integral role in national development, the involvement of politically exposed people who conceal corruptly-acquired wealth through the complex networks of companies deliberately created to hide their identities has further increased the risks they pose to non-fortified economies.
The Siemens, Halliburton and Malabu oil scandals, to cite a few high-profile cases, had a net impact on revenue leakages that were unbearable for the country’s finances and the citizens’ economic well-being.
Musa urged everyone to embrace the new law, which, in the long run, he said, would help in preventing illicit financial flow and curtail corruption in the country. Rafsanjani said it is imperative to allow it to take off because as a nation, we had faced some sanctions from the European Union for the inexistence of anti-money laundering legislation; while we see and hear of prosecutions of individuals and entities involved in the #panamapapers leaks and the #wikileaks, among others.
“Without transparent ownership of Nigerian and international companies operating within the Nigerian jurisdiction, we will not be able to stop the bleeding through illicit financial outflows which is on the increase yearly. The horrid situation costs us about 17 billion US dollars annually, with special emphasis on the oil and gas industry,” Musa said.
He stressed the need for a collaborative partnership with the OGP movement and other stakeholders in order to give a voice to this simple but strategic endeavour that will help curb corruption in our financial, procurement and other strategic sectors.
Presenting a paper entitled “Key Changes in Provisions Relating to the Implementation of Beneficial Ownership in CAMA 2020,” the Principal Manager, Compliance Department, Corporate Affairs Commission, Abuja, Olumide Ology, identified people with significant beneficial ownership in CAMA 2020.
He noted that adequate provisions are contained in the Companies and Allied Matters Act, 2020 (hereinafter referred to as “the Act”) which aimed at identifying the ultimate beneficiaries of shares or interests in Companies and Limited Liability Partnerships.
According to him, the provisions are in form of obligations of disclosure on persons, Companies and Limited Liability Partnerships (LLPs) of information on persons with significant control (directly or indirectly) in the Companies or Limited Liability Partnerships.
“The Act obligates such persons to notify Companies and Limited Liability Partnership of such significant control within seven days of attaining such control. Companies and Limited Liability Partnerships are, in turn, obligated to notify the Commission of such persons and the particulars of such control,” Ologe said.
On its legal framework, Ologe said Section 868 of the Act defines Person With Significant Control as any person –directly or indirectly holding at least five per cent of the shares or interest in a Company or Limited Liability Partnership (LLP); directly or indirectly holding at least five per cent of the voting rights in a Company or LLP (c) directly or indirectly holding the right to appoint or remove the majority of the directors or partners in a Company or LLP or having the right to exercise or exercising significant influence or control over the activities of a trust or firm whether or not it is a legal entity but would itself satisfy any of the first four conditions if it were an individual.
On the steps taken by the commission to ensure the implementation of beneficial ownership, Ologe said the Commission has re-designed current forms as well as introduced new forms for disclosure of information on Beneficial Ownership and Persons with Significant Control in Companies and LLPs. It is also working in collaboration with the World Bank in ensuring that a very comprehensive Register of Beneficial Ownership with regard to Companies and LLPs is opened in compliance with the Act.
On Nigeria’s commitment to Beneficial Ownership Transparency in the National Action Plan Outline, Civil Society Adviser, Nigeria Open Government Partnership Secretariat, Stanley Achonu said the main objective is to put in place a system that enables openness, transparency and full disclosure of beneficial ownership information; while the establishment of a public register of beneficial owners of corporate entities will enable the relevant authorities mandated to curb corruption, identify natural persons who directly or indirectly own, control or enjoy the benefits of the corporate entity.
Rationale for commitment, he emphasised, was to discourage corruption and enable the government to trace and curb illicit financial flows, empowering citizens to be part of the anti-corruption campaign.
In a communique jointly signed by the organisers at the end of the discourse, participants recommended that the CAC should rigorously implement the relevant provisions of the Companies and Allied Matters Act 2020 relating to the establishment of the Beneficial Ownership Register, including adopting appropriate regulations which elaborate the initiative and give full effect to all aspects of it.
They also recommended that CAC and other relevant authorities should ensure that the openness as well as public availability and accessibility of the Register is given legal backing by the adoption of an appropriate legal instrument, which should, they opined, be in the form of regulations.
OGP Secretariat also urged that it would work in collaboration with relevant actors, including the CAC, to develop an appropriate communication strategy which should facilitate public awareness and enlightenment efforts, including proactively disseminating information to the public about all aspects and stages of the Beneficial Ownership Register initiative.
Concerned stakeholders were urged to establish mechanisms for keeping the public informed about the OGP and its activities.a
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