The Committee for the Review of the Companies and Allied Matters Act (CAMA) 2007 has recommended that the nomenclature of the chief executive of the Securities & Exchange Commission (SEC) be changed from Director General to Registrar General.
Candidate for the position, according to the committee to be appointed by the President on the recommendation of the Minister, should be a legal practitioner of no less than 10 years post-call.
It must be noted that there is no explicit provision for such candidate to be a chartered stockbroker or capital market operator, thereby leaving room for discretion on the part of the appointing authority.
While Section 3 of CAMA prescribes a five–year tenure for members of the Board, who are eligible for reappointment only once, the committee recommended that the Chairman and members (including the two executive commissioners) other than those representing government ministries and agencies should have a single term of four years.”
The committee in its report pasted on the commission’s website also proposed that the Registrar General shall have a five-year tenure, subject to reappointment for another five years and no more, while the full time Commissioners would have four-year renewable tenure.
Also recommended is a new Section 8(4) requiring the President to appoint “on the
recommendation of the Minister, two full time Commissioners, one of whom shall be a legal practitioner of not less than eight years post-call experience while the other shall have not less than eight-year experience in Corporate, Industrial, Commercial, Financial or Economic and information technology matters.”
Section 8(5) is a proposal that the RG and two full time Commissioners shall, while in office, “not hold any other office or employment except where appointed by virtue of their Office in the Commission into membership of the board of any agency of the government in Nigeria or any international organization to which the Commission is a member or an affiliate.”
It was recommended that Section 2 of the Act be amended such that the Commission shall have a board consisting a part time chairman appointed by the president with “experience or specialized knowledge of corporate, industrial, commercial or economic matters or of business or professional attainments would in his opinion be capable of making outstanding contributions” to the Commission.
Also recommended for the board are the Registrar General and Chief Executive; two full time Commissioners, who along with the RG shall constitute the Executive Management of the Commission.
The committee also recommended besides the RG and executive commissioners, there shall be part-time members as follows: One representative of the business community appointed by the Minister on the recommendation of the Nigerian Association of Chambers of Commerce, Industry, Mines and Agriculture; One representative of the legal profession appointed by the Minister on the recommendation of the Nigerian Bar Association; a representative of the Accounting profession appointed by the Minister after consultation with recognized accounting bodies as established by an Act; a representative of the Institute of Chartered secretaries and Administrators of Nigeria appointed by the Minister on the recommendation of the Institute; and a representative of the Manufacturers Association of Nigeria appointed by the Minister on the recommendation of the Association.
The board shall also have as member, a representative of the Commission not below the rank of a director or its equivalent; a representative each of the Federal Ministries of Industry, Trade and Investment, Justice and Finance
The committee proposed a new Section 3 titled “DUTIES OF THE BOARD,” sub-section 1(a) of which says that the board shall “formulate general policies for the regulation and supervision of formation, incorporation, registration, management and winding up of companies; approve the audited and management accounts of the Commission; Consider and approve the annual budget of the Commission as may be presented by the management; among others.
The committee also proposed a new Section 7 that requires members of the commission’s board to “subscribe to and be bound by a Code of Ethics to be approved by the Minister.”