By Sam Eyoboka, Peter Egwuatu, Yinka Kolawole & Henry Ojelu
Contentious sections of the new Company and Allied Matters Act, CAMA, signed by President Muhammadu Buhari on August 7, 2020, are currently generating angry reactions across the country, as many stakeholders have threatened to challenge the piece of legislation in court.
Although the Act was designed by government to promote ease of doing business in the country, a provision of the Act which stipulates that religious bodies and charity organizations would be strictly regulated by the Registrar-General of the Corporate Affairs Commission, CAC, and a supervising minister, appears to have set the people up against the government.
Besides, CAMA also provides that the commission may, by order, suspend the trustees of an association or a religious body and appoint an interim manager or managers to coordinate its affairs where it reasonably believes that there has been any misconduct or mismanagement, or where the affairs of the association are being run fraudulently or where it is necessary or desirable for the purpose of public interest.
While the National Association of Chamber of Commerce, Industry, Mines and Agriculture, NACCIMA, and Lagos Chamber of Commerce and Industry, LCCI, gave thumps-up for the new legislation, churches and other stakeholders, including shareholders associations, Bishop David, Catholic Archbishop of Lagos, among others, kicked against it, describing it as repressive.
LCCI was, however, also in agreement with this.
It’ll scare investors – PSAN
Reacting to the Act yesterday, the National Chairman, Progressive Shareholders Association of Nigeria, PSAN, Mr. Boniface Okezie said: “There is nothing like national interest, what is the role of regulators in those sectors, and the supervisory minister?
“Whosoever might have mooted such ideas did not think well at all and government should not contemplate that because it will project government in bad light, and at the same time send jitters to investors, both foreign and local.
“We advise government to perish that idea in the interest of economic growth. The area government should concentrate its energy is to beef up supervision to monitor operations of those companies through the various ministries and departments concerned and the Customs must be up and doing. Government is not a good manager to run a company.”
In his own reaction, National Chairman, New Dimension Shareholders Association of Nigeria, Mr Patrick Ajudua said: “As shareholders of companies listed in the capital market, we don’t subscribe to taking over of boards of companies under any guise.
“There are processes of law subscribed to by investors/shareholders before bringing in their investment and as such we must not make laws that will discourage investors.
“We as shareholders are not in support of this law and hopefully will engage the government to seek amendment to this unfriendly law and where such is not yielding the desired result; we will challenge it in court.”
CAC gets undue powers – Lawyer
On his part, a legal practitioner, Barrister Harold Benson, said the CAMA 2020 recently signed into law by President Muhammadu Buhari gives undue powers to the Corporate Affairs Commission, CAC, by making it prosecutor and judge in cases involving business operations.
Benson stated: “A curious provision in the new CAMA is Section 851 which empowers CAC to now act as a ‘court’ or tribunal of some sort. So if CAC imposes fees on your small business, before you can go to court to challenge those fees, you must first appear before CAC panel and make your case.
“The panel is made up of Registrar-General of CAC, five officers of CAC and someone from the Ministry of Trade & Investment, which is the Ministry overseeing CAC. In effect, CAC is now a prosecutor & judge in its own case. Good luck if you have a case against CAC.
“The sectors that will be worst hit are the churches, mosques, charity organizations, schools, NGOs etc. CAC can now arbitrarily remove and replace the “owners” or leaders of these organisations. Also, CAC can convert/take over the monies in their bank accounts.
“Other sectors will be hit also. In the old act, small fees were clearly prescribed for certain things e.g., the Act may say if you fail to do XYZ, you’ll pay N50 for each day of default. But the new Act has removed all those meagre fees and gives CAC power to make regulations prescribing fees.
“Also, online vendors, who operate under business names other than their government names, now risk conviction in court if they don’t register their business names with CAC.
“The most damning revelation from my review so far is that, a private organization has been written into the new Act and has been emboldened through the back door to generate revenue and regulate an aspect of law practice, accountancy etc.
“The private organization is Business Recovery and Insolvency Practitioners of Nigeria (BRIPAN). Section 705(C) of the new CAMA requires that to qualify as insolvency practitioner, you must be a lawyer/accountant AND a member of BRIPAN. On BRIPAN website, membership fee ranges from N90,000 to N250,000. BRIPAN is not a chartered institute (like ICAN, ICSAN, CIPM) or a statutory body. It is a private association formed by private citizens.
“Remember how Lagosians fought against Alpha Beta being written into the Lagos Land Use Charge Law (albeit unsuccessfully)? In similar fashion, some people have successfully slipped in BRIPAN (a private organisation) into an Act of the National Assembly and the President has signed it into law. How did our law makers not see this while deliberations on the bill were ongoing?”
Oyedepo rejects CAMA, says nobody can appoint trustee for his church
Presiding Bishop, Living Faith Church Worldwide, Bishop David Oyedepo, who was more strident in his reaction to the act, said: “In the document, they said the Registrar-General can remove the trustees without recourse to the court. Don’t try it.
“This must be from somebody who woke up from the wrong side of the bed after dreaming. The person must have drafted that aspect in the bill as their custom is.
“I am 51 years old in this thing (Christianity), don’t try it. I have been with Jesus for some time and I am sent as a prophet to nations. That a minister can remove the trustees and close the accounts of the church is unacceptable.”
Govt shouldn’t suffocate religious bodies, NGOs, says Catholic Archbishop of Lagos, Martins
Also reacting to the act yesterday, the Catholic Archbishop of Lagos, Most Reverend Alfred Adewale Martins, said CAMA as an act of parliament, was not in itself a bad piece of legislation as it will improve the ease of doing business in Nigeria.
The Archbishop said though he was not aware whether the umbrella body of Christianity in the country, CAN, or its affiliate, the Pentecostal Fellowship of Nigeria, PFN, were consulted before enactment into law, “what is clear is that the Federal Government must tread with caution and should not be seen to be suffocating religious bodies and non-governmental associations or societies.
“Removing a Board of Trustees and replacing it with government’s own is a serious violation on religious freedom.”
The Catholic prelate, who spoke through the Director of Social Communication, Rev. Father Anthony Godonu, noted that the Catholic Church had no problem with transparency and accountability.
“We are well structured and always answerable to the ecclesiastical authorities, including the head of the universal church, the Catholic Pontiff, the Pope,” he said.
He mentained that the secular government in the country is very aware of the above claims.
We are studying the matter — Lagos PFN
Similarly, chairman of Lagos Chapter of the Pentecostal Fellowship of Nigeria, PFN, Bishop Sola Ore, said the national body of the Pentecostal Fellowship of Nigeria is studying the Act and will take appropriate steps in days to come.
He expressed regrets that the bill which had taken years of debate and public hearing was eventually passed into law.
“I think the challenge arose because our voice was not strong enough in presenting our own side during the public hearing. But this is not to blame anybody. We are certainly going to look at the option of challenging it in a law court,” Bishop Ore said.
Advising church leaders to be calm and go about their callings, Bishop Ore said: “We are not called to strife. Our duty as church leaders is to ensure that the right things are done and that those we are leading do not see us as renegades.
“At the same time, we are not going to allow the government delve into the matter it knows little about.
“It is easy to compare Nigeria with the UK when it suits government. But the question is: is the government in Nigeria behaving the way the UK government is behaving? Nobody is saying the church is afraid of scrutiny. I am one of those who go against manipulation and financial recklessness in the church.
“So it is not about not wanting to open our books to the public. What we are saying is that spiritual matters sometimes are not what could be subjected to debate. Personally, I will lead a crusade against fraudulent pastors who take advantage of the people.
“But then, we can’t allow undue meddling in the way the church is run. That is the area we may have to challenge in the law court. Whatever control we are talking about, the church is well-positioned to control itself.”
Ore also called on church leaders for cooperation, saying “it is sad that when we call our people for meetings, some of them don’t show up. As we speak some churches are not active in the PFN.
“It is when there is a crisis they realize they have a body that can speak for them. I recall during the time of the public hearing of the CAMA, the response from church leaders was not too encouraging. But then, the situation can still be salvaged.”
Our legal team looking into it – GKS
God’s Kingdom Society with headquarters in Warri, Delta State, is of the opinion that government exists to make laws for the well being of society, including churches. They should be partners in progress.
Responding to Vanguard’s query, the Public Relations Officer of GKS, Brother Benedict Hart said: “The fact is that our legal advisers have been asked to study the new law as it affects churches in order to properly advise the Executive Board of the GKS on issues involved.
“However, on the aspect of accountability, the God’s Kingdom Society is not opposed to churches being asked to submit audited statement of accounts or reports as periodic accounting is part of Christian culture.
“GKS has been submitting annual audited reports of her accounts even before this government came to power. Those who are leaders in the secular world should rule in the fear of God; moreso the leaders of the church. (II Samuel 23:2,3)
“The Parable of the Talents and of the Faithful and Wise Servant, when applied in this context, make the point that God Almighty demands accounting from those He had entrusted His privileges.
“The assertion is made pointedly in Hebrews 13:27 that leaders of the Church give account to God. (Hebrews 13:17) Unfortunately, the activities of several charlatans and impostors who parade themselves as Church leaders have given responsible members of the public and the government cause to seek closer monitoring of how churches are run.
“Church leaders with clear conscience should be willing to cooperate with lawful authorities as long as the intentions are genuine, no mischief is intended.
“The way of the just is made plain. (Proverbs 15:19) The GKS Branches in the United Kingdom, USA and Canada obey the extant laws and cooperate with the government to ensure that the Church lives up to the moral demands of the faith.
“It would, therefore, not be unusual if similar requirements are put in place in Nigeria. Church leaders should be willing to work with the government as long as no arbitrariness, ulterior or shadowy motives are involved.
“Where there is misunderstanding or difference of opinions on some aspects of the CAMA law, the Christian path is that of honest dialogue. The Bible says: ‘Debate thy cause with thy neighbour himself and discover not a secret to another.’ (Proverbs 25:9),” GKS maintained.
You can’t shut my bank account, get trustees for me – Primate Ayodele
Leader of INRI Evangelical Spiritual Church, Oke-Afa, Ejigbo, Lagos, Primate Elijah Babatunde Ayodele, in his reaction, said government is trying to meddle in spiritual affairs which, according to him, is totally unacceptable, describing the act as a means of fighting the Church by the government.
In a statement, Ayodele said it was highly prohibited that anyone will appoint a trustee for his church.
“Nobody can shut down my account, no one can get a trustee for me. The government needs to be cautioned, they don’t have anything to do with the Church,” Ayodele said, adding that he would stop patronising banks in the country very soon.
Speaking further, the cleric blasted the leadership of the Christian Association of Nigeria, CAN, and other church leaders who have kept quiet probably because they get stipends from the government.
“This is why I said they should scrap CAN, this government is testing God and I think it is high time God reacted,” he noted.
CAMA good for ease of doing business – NACCIMA
However, reacting in favour of the Act, Director-General, NACCIMA, Amb. Ayo Olukanni, told Vanguard that the new Act aligned operations of the private sector with good corporate governance.
Olukanni stated: “NACCIMA welcomes CAMA 2020 and we see it as a major development in the quest to improve Ease of Doing Business (EoDB) and align operations of the private sector with good Corporate Governance, which is top on the agenda today.
“Certainly the new CAMA Act is also a step in the right direction in the concerted effort to expand the space for the private sector which has been acknowledged as the engine of inclusive economic growth and development and which has a lot of role to play in the quest to diversify the economy.
“In addition, we see the various innovative provisions in CAMA 2020 as a signal to the international business community by Nigeria to join the rest of the world in pursuit of best practices in the world of business, with particular attention to Corporate Governance, accountability and transparency of operations.
“Certainly, this Act is a milestone and welcome development as the global economy enters a new era which demands continuous innovations and changes to overcome challenges and harness the potentials of our country which is the leading economy in Africa.”
CAMA good for business, bad for NGOs – LCCI
In his reaction, the Director-General, Lagos Chamber of Commerce and Industry, LCCI, Mr. Muda Yusuf, told Vanguard that the new Act was good for business but potentially repressive for Non-Governmental Organisations, NGOs.
Yusuf stated: “The CAMA 2020 is yet another milestone in the promotion of the ease of doing business in Nigeria. It is important that as a nation we should ensure that we put an end to static legislation and regulations, especially those impacting business.
“The truth is that the economic and business landscape is dynamic. There are rapid transformations in the way businesses are done. Business legislation and regulations should reflect these dynamics. Before the review, we were governing the business environment with a 30-year-old legislation. We welcome the review as it would reset the context in which businesses operate.
“Some of the laudable provisions include the fact that an individual can now incorporate a company, that the Attorney-General should give consent within 30 days for registration of company limited by guarantee, adoption of virtual AGM as valid, recognition of electronic signatures, small companies no longer need to appoint company secretaries, and many more.
“However, we have concerns over Section 839 which prescribes that the CAC can suspend the Trustees of an organization and appoint an interim manager, after obtaining a court order. This is an ominous provision which is potentially repressive. It puts Non-Governmental Organisations at risk. We need to interrogate this provision deeply.”