Constructive criticisms are sometimes necessary for the
smooth running of organisations. They help to keep the executives on their toes
and call their attention to mistakes as they occur. Criticisms can also become
pernicious and debilitating when they are made in bad faith. They are worse
when they are based on false information and outright lies.
Mr. Mounir Haliru Gwarzo since he was appointed the
Director-General (D-G) of the Securities and Exchange Commission (SEC) on May
20, 2015 by former President Goodluck Jonathan in a letter signed by the then
Secretary to the Government of the Federation, Senator Anyim Pius Anyim, has
had a feel of the effect of evil manipulation of information. He assumed office
as D-G after serving as a member of the board of the commission for more than
two years in the capacity of an Executive Commissioner having been appointed on
January 2, 2013.
The Director General of the Commission is, to all intents, a
political appointment that must have to pass through the Senate of the Federal
Republic of Nigeria for screening and eventual approval. The candidate for the
job does not necessarily have to be a career staff of the commission. With his
appointment as the D-G of SEC, he left from the board of the commission as a
full time member and Commissioner as soon as the appointment was made. And if
he had served for a minimum of two years on the board, he was entitled to ALL
his benefits. A simple arithmetic will prove that from the time Gwarzo was
appointed to the board and the time he was lifted to the position of D-G, he
had put in two years and six months.
The board of the commission, at a meeting held on July 11,
2002 (eleven years before he was appointed to the Board of the Commission), approved,
inter alia, that a permanent commissioner who has spent a minimum of two years
is entitled to full benefits which can be monetized when leaving that
office. In the extracts of this board meeting, it was specifically
mentioned that the benefits should accrue to permanent commissioners who have
served for a minimum of two years of which the D-G was listed as one. To that
extent, therefore, he is entitled to the benefits paid to him for his service
as the Executive Commissioner of Operations Directorate. Mr. Gwarzo has not
denied that these entitlements were duly paid to him as they were, indeed, his
rights because they are attached to the office and not necessarily to the
individual who occupies the office.
Although a certain legal opinion was made public. But the
fact is that in corporate governance, the decision of the board is binding on
all. If there are contrasting views, opinions or objections and any other
matter that is inconsistent with the decision of the board, the decision of the
board renders those a nullity to the extent of the inconsistency.
Interestingly, the position of the Acting Head of Legal department relied
upon by the mischief makers were dismissed by a counter opinion proffered by
the Acting Executive Commissioner Legal & Enforcement and the Executive
Commissioner Corporate Services of the Commission, both of whom are seasoned
and senior legal practitioners. Regrettably, these counter opinions were not
made public by the chicken chasers as they make clear the true position.
The mendacity
of the allegation is further demonstrated by the fact that the benefits were
not approved by the D-G for himself as canvassed, but approved by the Executive
Commissioner Corporate Services, whose statutory duty it was. It is, therefore,
a deliberate act of mischief for anyone to adjudge the payment to him as
illegal or that it contravenes any known law of the land.
It is on record that Gwarzo as SEC D-G, supervised the
purchase of three cars from Stallion NMN Limited, manufacturers and
distributors of Nissan automobiles, as project vehicles. Once again, the
mischief of the chicken chasers is exposed as records exists which shows that
those vehicles were purchased in 2013 and not during Gwarzo’s time as Director
General. At the time, all necessary approvals on the bidding process, purchase
and other procurement guidelines in accordance with the provisions of the
Public Procurement Act were obtained from the Bureau of Public Procurement. The
vehicles were duly assigned to the various offices as project vehicles. They
were never at any time assigned to or used by the person of the Director
General or any other Executive Commissioner as private vehicles. Till date, the
project vehicles assigned to the offices of Executive Commissioners which are
vacant are packed in the premises of the Commission.
It is often said that a mischief maker is like someone
drowning who desperately clutches to any available straw just to stay afloat.
In their bid to cast slur on the excellent job the SEC D-G is doing since he
assumed office, the chicken chasers (apology to Prof Chukwuemeka Ike) have been
looking for tell-tale signs of abuse of office. And when one does not exist, it
must be contrived somehow. Government rules are clear on what a
functionary should do in relation to other business interests.
The matter is considered settled when the functionary in
question resigns from or withdraws his interests in those other businesses.
There is nothing in the statute books stopping those businesses as corporate
entities from doing business with that or any other government agency. The
intendment of the law in insisting on this is to avoid any conflict of
interest.
Before his appointment as Executive Commissioner, Mr Gwarzo
had interests in two companies owned by his family, Outbound Investment Limited
and Medusa Investment Limited. He withdrew his interests in them before his
appointment into the board of SEC. That was on December 12, 2012. As for the
other companies his traducers are hinging on to blackmail him, they are companies
doing business with SEC as an entity with no connections whatsoever to the D-G
as a person. The Public Procurement Act empowers the D-G as the Chief Executive
Officer of the Commission to approve contracts within certain thresholds.
However, to ensure transparency in the procurement process
of the Commission, the D-G has delegated every procurement exercise of the
Commission to the Minor Tenders Board, completely excluding himself from the
processes.
In the public service, there is a saying “if you don’t train
them, don’t blame them”. It was in keeping with this aphorism that the
Executive management of SEC considered the training of some its staff on some
specific areas of its core operations. It is, therefore, surprising that staff
training should be counted as a sin committed by the D-G. The initial plan was
to assign that programme to a foreign trainer. But because of the exorbitant
cost implication, the foreign trainers’ fee actually came to N700, 000 or its
dollar equivalent per participant. The management, to cut cost, engaged the
services of local trainers including the Lagos Business School (LBS) and were
paid less for the same programme. Some received as little as N150, 000 except
for LBS that got N300,000.
If updating the knowledge base of the staff is considered a
sin, then it is a sufficient ground to assess the intentions of those alleging
inappropriate conduct on the D-G especially with regard to what they think of
SEC as a key play in the nation’s economy.
The circular restricting chief executives of government
agencies to economy class in air travels was issued on November 2, 2016. Gwarzo
travelled to Hong Kong for the IOSCO board meeting in October of the same year.
He received payment for his airfare for that trip and travelled on Business
class. Considering the time he travelled in October and when the circular was
issued on November 2nd, only someone out to course mischief will allege
misdemeanour on the part of the D-G. It is obvious that his trip to that
Chinese city predated government restrictions on air travels and as such could
not apply to that trip. This leaves me perplexed at the extent to which a
person would fabricate tales to tarnish the integrity of another.
Every corporate organisation, be it public or private
has its own ways of appreciating staff leaving service meritoriously. For SEC,
it was called The Golden Hand Shake, a retirement scheme designed by the
commission for certain categories of staff. Upon assumption of office as D-G,
the Gwarzo led administration noted that the Commission was top-heavy and
rolled out this scheme, to encourage staff within the cadre of Senior manager -
Director to voluntarily exit the system with certain benefits.
The scheme was
accessed by 47 staff of the Commission within those cadres and duly approved by
the board and funded from the commission’s budget. Instead of citing anonymous
sources, the mischief makers should have referred to the relevant sections of
the Investment and Securities Act, 2007 that empowered the board to approve the
commission’s budget as well as to establish and maintain a fund the proceeds of
which it may apply to meet its financial obligations. The Golden Hand
Shake organised by the D-G was carried out in line with statutorily laid down
rules of the commission.
Till date, some staff of the Commission have expressed
regrets in not assessing the scheme at that time and have at various forum
agitated for the re-opening of the scheme. Interestingly, the SEC is not the only
organization to have rolled out the Golden Handshake as sister organizations
such as the Central bank of Nigeria implemented a similar scheme which is
tagged as Operation Eagle.
As pointed out earlier, any chief executive will cherish
constructive criticisms including from members of his own team. Raising false
alarms on situations that does not exist can have diversionary effect that is
not conducive for management practices. Gwarzo is human and like every human is
susceptible to errors. When those errors are imagined, they are bound to be
counterproductive. That is why they are frowned at especially in a sensitive
corporate organisation like SEC.
Given that these allegations possess no merit of any sought,
I would be amazed that a respectable institution such as the SEC makes any
response, because in my opinion, these mischief makers do not deserve the
attention of the apex regulator of the Nigerian capital market.
*Courtesy: James Ume, who wrote in through james@channelkoos.com
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