The ‘I Before You’ Syndrome

A System can be defined as units or parts (sub-systems) that interact with each part or unit to function as a whole. The units or parts are designed in a manner that makes its operations optimal with less grid-lock and distractions or un-necessary overlapping that will create bottle necks or tardiness to function effectively so much so that all the units that make a whole will almost automatically fit into place to give one big system.

A well managed system institutionalized becomes so functional that every body will on entry into the system know what to do and how to do it without relying on brain wave or native intelligence or worst still rely on the ‘thoughts’ of the man on the spot to carry out official functions as was the case with our military detractors, extended by our ‘Mr. know all’ General OBJ even when we claim to be operating a democratic system of government.

Some of the features of a functional system lies in its ability to be self regulatory, detects deviations from set standards which it allows for setting with ease in the first place and setting of further standards, makes planning easy and effective and gives enough room for appraisal of operations and above all brings about efficiency and professionalism because of its effectiveness. A good functional system even allow for accurate projections to be made in all the areas of society’s needs with precision.

System is so central to human activities that no plan no matter how good it may look like can function in a dysfunctional system though a functional system is a result of good planning. So total is a system that it is easy to discern a functional society viding the system in place thus allowing things to done in a particular way with character as the common denominator.

Whether in governance or business or even in our private lives, its none application gives room for dislocations through faulty assumptions that sometimes are very costly and fatal resulting to instability and social vices. A good example is our inability to have a budget on time. Inter and intra governmental conflict in the country is also another sore point of the confused situation we are into.

For a very long while now you see and hear Nigerians lamenting either through write-ups in the newspapers or comments on TV station(s) the break down of system in Nigeria or lack of it claiming that that is why nothing functions here. Often comparison is drawn between Nigeria and Europe and United States of America, places where in their reckoning things work. They are absolutely right except that no one so far has posited why theirs is working and ours is not.

What we have not been able to do like others we often refer to is that we have allowed institutions that should be nurtured and grown into functional systems to be revolved around individuals who are holders of those offices at any point in time. Rather than allow institutions to make persons we allow persons to make the institutions, a direct opposite of what obtains in the places we see and refer to as better than ours.

Bastardization of institutions started with IBB regime when the civil service was dismantled all because one man wants to remain in power at all cost and the rules will not fast track it hence total demolition of all the structures built over time that has given a semblance of system to our governance. Ask Gen. Gowon the usefulness of the civil service and see what a good system it was before IBB and all the rapacious regimes that followed later including Obasanjos’.

Now we today are celebrating the judiciary as the last hope of the common man with some even suggesting rightly too as the only institution or arm of government functioning. The fact is that is about the only institution spared by all the military regimes that has ruled this country even though it is for selfish reasons. The judiciary managed to resist or escape the over-bearing tendencies of the military for reason known to them.

Painfully though is the fact that Nigerians in more than so many ways contributed immensely to the destruction of our institutions through direct collaboration and or complacency. The attitude we exhibited in enthroning ‘me’ instead of ‘we’ that has seen individuals more powerful or relevant than the institution they head is what we are all witnessing in the case of Nuhu Ribadu and the EFCC and the police as institution.

The role of the media on this saga, who was supposed to educate on issues of this nature, is to say the least, is appalling. There is the suggestion going by the write-ups in the media that Ribadu is being given some bad treatment thus insinuating he is bigger than EFCC or that without him there will be no EFCC. And it is a shame that the watch dog role the media is supposed to play in ensuring public office holders account for their stewardship which Nuhu Ribadu has failed to do so far is being questioned shamelessly. We did it during the regimes of IBB, Sani Abacha, even Obasanjo. But they all have left office and Nigeria remains. Some sanity please.

It is my opinion that Ribadu should go and answer to questions being raised over his stewardship at EFCC. He should also realize that he is a police man first before being Chairman of EFCC and most importantly him as a lawyer ought to know and he should know that the police are an institution with its rules and regulation. The police have its own system still functioning. If for any reason he finds it difficult to operate within that system he should honourably bow out. The people urging him on knows this and will deny him soon, very soon.

By the way where is DSP Ogugbuaja?

Delay of Public Offer Returned Money: Wema Registrars Accuses Access Bank of Forgery, Manipulation

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Mr. Gbenga Oyebode (SAN) Chairman of the Board of Access Bank Plc was intent at justifying his bank’s decision to change its registrars, so, he announced to shareholders gathered at the venue of the bank’s 2008 Annual General Meeting that because his bank was dissatisfied with the services of its former registrars, Wema Registrars, over the handling of its last public offer, Access Bank decided to jettison the registrars services of Wema Registrars for a new registrars firm, United Securities Limited.

That public condemnation of the services rendered by Wema Registrars sent a surge of outcries through the ranks of personnel at Wema Registrars culminating in a formal protest to the management of Access Bank and a threat to head for the court of law if the libelous condemnation of Wema Registrars as contained and read by the Chairman of Access Bank at the last AGM was not retrieved and apologies offered. Wema Registrars threatened to sue for a redress of N.5billion if Access Bank refused to address its demands.

Will this be the torrid end to a business relationship that had flourished for close to a decade? Those that have followed events that marked the relationship between the bank and registrars say a legal battle may truly be imminent especially in consideration of the disdain with which Access Bank had dealt with its erstwhile registrars even up to the point of demanding an apology for the public hacking of the quality of services rendered it (Access Bank) by Wema Registrars.

“Wema Registrars was not going to make a fuss over the ways Access Bank had conducted its public offer. As far as we are concerned, we’ve done a good job of even saving them from present sanction by the Securities and Exchange Commission for the many breaches of regulatory compliance guidelines relating to public offer allotment and returned monies.” A Wema Registrars insider says.

“Of course we knew they had decided that they were going to establish their own registrars firm, this was clearly stated in their public offer prospectus, we couldn’t have been bothered, it is their right, but what I think is not right is for them to hang our reputation on a bad name in the public to justify and cover up their manipulations of their own public offer. I don’t think this is appropriate for a financial institution that wished to be respected.” The source protests.

Historically, Wema Registrars had managed registrars related functions for Access Bank since 22 December, 1997, it (Wema Registrars) was in charge of the bank’s first public offer in 1998 where the bank raised the sum of N462,000,000 mainly through 5,347 subscribers. And had since then, managed three other public offers (2001, 2004 and the now controversial 2007). Wema Registrars also handled the bank’s 2001 right issue and 2006 bond issue as well as the share reconstruction exercises between Access Bank, Capital International Bank and Marina International Bank in the run up to the consolidation of the bank.

So, why did the management of the bank’s 2007 public offer turn such a sore point in the relationship between the bank and the registrars?

Another Wema Registrars source argues that this could be adduced to the bank’s desperation to manipulate the offer proceeds and conveniently use Wema Registrars as the fall guy if the regulatory authority smelt the rat, and as things turned out, to also use their (Access Bank) own deliberate obfuscation of the offer allotment and returned monies process as good excuses to persuade shareholders and regulatory authorities of their need to change registrars.

“The fact of intent at manipulating the offer was clear enough.” The source says. “Despite the fact that the offer closed two weeks later than earlier scheduled because of an extension from the original closing date of August 29th 2007 to September 12th, 2007, the registrars did not receive the returns from Access Bank, as required, until very late. In fact, one of the returning agents to the subscription that had sold 261,849,400 units valued at N3,901,556,060 to about 4000 subscribers did not submit details of its returns to the registrars until December, 2007, just some few days to the final submission to the Securities and Exchange Commission.” The source reveals.

“Even at that, so many agents attempted to submit to the registrars much later than this date but they were rejected by the registrars, but obviously, the bank did not reckon with the breaches of the regulatory authorities, so they accepted the agents’ late returns without recourse to the registrars. This led to so much hiccups in the shares allotment process.” The source added.

Matters became rather desperate when the Securities and Exchange Commission specifically directed by a letter of January 4, 2007 to the registrars that by January 11, 2007 the dispatch of returned monies to subscribers that were not fully allotted shares they paid for.

Meanwhile, all monies raised had, at this time, being domiciled in the vault of Access Bank with direct control by the bank. Ordinarily, this should not be. A capital market veteran informs that funds raised during public offers should be the direct responsibility of the registrars until all necessary administration had been concluded on the offer.

“It is at this point in time that the issuing house(s) would turn over the funds to the issuer that is the company raising the funds through public offer.” The veteran explains.

Issues on dispatching returned monies to unallotted subscribers became rather suspicious when, according to a source, Wema Registrars dispatched a letter to Access Bank to prompt an early dispatch of cheques for returned monies but the bank refused to even acknowledge the letter. Two other letters, one on January 21 2008 and the second on February 1, about a month after the dispatch was supposed to commence, did not elicit any form of response from Access Bank. It was not until February 15, a clear month plus four days after the dispatch should have commenced when, Wema Registars, according to inside source, was compelled to write another reminder to Access Bank, outlining the grave consequence of the breaches of regulatory requirement regarding the dispatch of returned monies that the bank decided to give consideration to the registrars request by calling a meeting for February 21, 2008 where issues of the returned monies will be ironed out.

An official that was present at the meeting intimates Fortune and Class Weekly that representatives of the management of the bank decided to change the rules of returned monies to subscribers by insisting that notifications should be made through the media that subscribers with over 50,000 unallotted shares should go to Access Bank’s designated branches to collect their refund.

“We protested that this was a clear breach, informing them that the SEC may not take kindly to the arrangement because the bank should not, in fact, be seen as having control over the funds raised through the public offer at that point in time. But then, they insisted, so we really had no choice but to concede to them. Now, at this point, a draft of the newspaper advertisement for the notice to investors was handed over to the registrars who published it on Monday, February 25, 2008 in the Punch and This Day newspaper.

“Besides, a draft of the letter informing investors to approach Access Bank directly for their refunds was also handed over to the registrars by Access Bank. This was vetted by the registrars, provisionally appended her signature and then returned the draft to Access Bank officials on the understanding that the Registrar would check with the Securities and Exchange Commission to ensure that the actions would not contravene the Commission’s directives on matters relating to returned monies.
When the registrars asked for the draft for further inputs, according to Fortune and Class Weekly source, officials at Access Bank were not forthcoming.

“We were already frustrated when, suddenly, on March 6, more than two months after the dispatch of the refund should have commenced, in fact, it should have been concluded by that date, about 4,000 letters were brought in cartons to the registrars office.” The source says.

The registrars staff were patently aghast at the letters suddenly dumped in their office by Access Bank.
“We were more than surprised when we opened one of the letters. We realised that Access Bank had, in fact, printed our official letter headed paper without discussion or approval from us and, had, gone ahead to print the draft letter we thought still needs some inputs, on the forged letter headed papers of Wema Registrars.

“The clear conclusion we reached at this point in time was that Access Bank did the printing of the forged letter head paper without the registrars knowledge to cover their many breaches of the Securities and Exchange Commission’s guidelines for the refund of the returned monies. This was further reinforced by the fact that Access Bank dumped the offensive letters in our office on the same date the officials of the Securities and Exchange Commission were examining their (Access Bank) books with respect to the public offer.

“The same day they dumped the letters, we forwarded a letter of protest to them (Access Bank), copied to the Director-General of SEC, dissociating ourselves from the non compliance of Access Bank with the SEC’s regulations on returned monies as contained in the forged letters.” The source reveals.
Curiously, sensitive as this matter had turned out; the Securities and Exchange Commission is yet to take an active position on the issue. This troubles other capital market operators that had been following the unraveling of the suspected breaches involved in the Access Bank public offer.

“This is typical.” A capital market operator says. “This explains why so many subscribers to public offers get short changed. You can imagine what beneficial transaction and trades the bank would have undertaken with money that should have been refunded to subscribers for close to a year after the conclusion of the offer way back in September 2007. What is the excuse the SEC would give for not investigating this case which had been formally reported to it by the registrars that managed the offer? The apparent lethargic reactions to sensitive issues like this only lead to loss of confidence in the stock market because the exploitation of the mass of investors is obvious.” The operator protests.
An Access Bank spoke person, Mr Segun Mamora, however insisted that the bank had to be directly involved in dispatching returned monies to its public offer subscribers because it became apparent that Wema Registrars could not manage the volume of responsibility deriving from the massive number of subscribers to the 2007 public offer.

“The fact is that when it was becoming obvious that the time was running out on the schedule of returned monies for the offer subscribers that were not allotted, we had to call a meeting where we met with the Registrars. After evaluating the situation, we all agreed that Access Bank should assist Wema Registrars in the dispatches. A letter was drafted which the parties agreed to and we undertook to dispatch them as agreed.

“There is no issue involved here, Access Bank and Wema Registrars have both gone before the Securities and Exchange Commission to explain the matters involved and it has been resolved.”

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