1. Introductory Remarks
1.1 Our attention has been drawn to the social media buzz and reports in regard to Professor Ernest Ojukwu, SAN’s Freedom of Information (“FOI”) Suit against the Nigerian Bar Association (“NBA”). Professor Ojukwu indeed sent me by e-mail, last night, 15 December 2018, the advance filed copies of his processes in the said Suit and, true to his acknowledgement in his open and published letter to me dated 22 November 2018, “out of the 15 items” set out in his Suit, “only two are activities of the present leadership, that is to say,
1. “Report of the NBA 2018 Ad-hoc Transition Committee; and
2. “The contract signed by NBA to engage the services of PricewaterhouseCooper (PWC) for the purpose of auditing and reviewing the NBA account”.
1.2 Without prejudice to the merits or demerits of Professor Ojukwu’s Suit, it is apropos that we point out that our administration has made transparency and accountability the touchstone and indeed the cornerstone of our NBA National leadership. We were the ones who harped the most on these corporate governance principles during the campaigns for NBA offices and, in office, we embrace and practice these values on a daily basis, right from Day One of our administration.
1.3 This is evident in our preparation and publication of the NBA Financial Statements as at 31 August 2018 and in respect of Quarter 1 of 2018/2019 which ended on 31 October 2018. These publications that were made with full disclosures, were made under no compulsion from any person or quarter; they were made voluntarily and because we believed and still believe that such transparency conforms with international best corporate governance practices which the NBA must imbibe and entrench.
2. PwC Engagement
2.1 In specific regard to the PwC engagement – one of the two items in Professor Ojukwu’s list that relate to “the present leadership” –that issue was tabled before NEC at its last meeting on 06 December 2018 and Items 11, 12, 13 and 14 of the NEC Communique which has been published to and for all NBA members (and may be downloaded by any member from the NBA website) capture the NEC decisions thereon thus:
11. “NBA Financial Management. NEC ratifies the appointment of PricewaterhouseCoopers (PwC) by the Usoro-led administration for the preparation of the 31 August 2018 Financial Statement and the Finance Function Diagnostic Report for a combined fee of N7,000,000.00 (Seven Million Naira only). Both the 31 August 2018 Financial Statement and the Finance Function Diagnostic Report had been circulated to members earlier and was being presented to NEC at this meeting. NEC adopts both documents and urges the National Officers to implement the recommendations therein contained,
12. “NEC further ratifies the engagement of PwC for the interim preparation of the NBA quarterly financial statements pending the hiring of experienced and knowledgeable in-house personnel to man the Association’s finance functions. The Usoro-led administration had negotiated a fee of N600,000.00 per quarter for this assignment and that amount was ratified by NEC.
13. “NEC adopts the 2018/2019 Q1 Financial Statement that was presented by the Usoro-led administration and commends the administration for laying emphasis on transparency and accountability in the management of the Association’s finances.”
14. “NEC emphasizes the need for financial transparency, accountability and prudence in the management of the Association’s finances and commends the Usoro-led administration for its stringent and prudent spending and financial management policy. It emphasized the need for financial efficiency and discipline in the management of the Association’s affairs as a way of institutionalizing corporate governance in the NBA body polity.”
2.2 As regards the scope of PwC services pursuant to their engagement, we had made full disclosure thereof in our published Release of 06 October 2018 in which we announced the PwC engagement. It is necessary that we reproduce the opening paragraph of our said Statement which, again,may be downloaded by any member from the NBA website, viz:
1. “On Thursday, 03 October 2018, we commenced our promised march towards a financially accountable and transparent NBA Administration by executing a Letter of Engagement (“LoE”) with PriceWaterhouseCoopers (“PwC”), the international accounting firm. Just so there is no ambiguity or doubt as to our expectations and prospective gains from the PwC assignment, we reproduce below the Detailed Project Scope/Work Plan as excerpted from the LoE:
“APPENDIX 1 – Detailed Project Scope/Work Plan
||Phase and Activities
||Preparation of Financial Statements
||· Obtain relevant financial information including:
o Previous year’s business for current and non-current assets, current and non-current liabilities, and net assets
o Current year’s trial balance
o Supporting schedules for current year’s trial balance, accounts, ledgers, and sub-ledgers
o Bank statements, bank account and ledger account reconciliations
o Fixed asset register including information on classes of assets, purchase dates, asset particulars, location etc.
· Review and validate key financial statement line items (including non-current assets, liabilities, inventory and cash); ensure that they reconcile back to adequate support documentation and schedules, ledgers and sub-ledgers
· Prepare and pass appropriate adjustment journal entries for various accounts, ledgers and sub-ledgers and update the respective schedules accordingly
· Prepare updated trial balance and financial statement for period from 1 to 31 August 2018
|For period under review
o Updated trial balance and supporting schedules
o Financial statements
||Finance Function Review
|· Gather data and other relevant information through interviews and walkthroughs to gain understanding of and insight into the current finance operations and processes
· Assess the adequacy and effectiveness of the finance function and its operating model including its:
o Revenue collections
o Payment processes
o Treasury management
o Enabling technology
· Identify gaps, areas of inefficiencies, revenue leakages, control weaknesses, risk exposures, and make recommendations to address them
o Finance function diagnostic report (including findings and improvement opportunities)
3. Transition Committee Report
3.1 On theTransition Committee Report – the second of the two items on Professor Ojukwu’s list that relate to “the present leadership” of the NBA –this issue was also discussed at the last NEC meeting and we reproduce below from the widely published NEC Communique(again, this may be downloaded by any member from the NBA website) the NEC decision thereon:
15. “At the request of the President, NEC agrees to step down discussions on the Report of the Transition Committee that was constituted to, amongst others, carry out preparatory transition assignments that would aid and facilitate the smooth take-off of the Usoro-led administration. This was to allow the persons who had complained of not having been heard by the Committee to be so heard. NEC further agrees that the Report would be presented to and discussed at the next NEC meeting.”
3.2 Clearly, the consideration of the Transition Committee Report is a work-in-progress and it is, in our respectful opinion, only right that the Report be published only after (a) all relevant parties have been heard thereon; and (b) NEC is given the opportunity to deliberate upon the Report and give directions thereon. Shall we publish the Transition Committee Report thereafter? Most definitely. But we believe that the processes outlined above should be concluded ahead of any such publication.
4.1 As we stated earlier, our comments here are without prejudice to the merits (or demerits) of Professor Ojukwu’s Suit. We only seek to establish that (a) transparency and full disclosure has been our ethos from Day 1 of this administration and, by God’s Grace, shall so remain for the remainder of our 2-year term in office; (b) issues relating to thePwC engagement, which Professor Ojukwu has publicly acknowledged is one ofthe “only two . . . activities of the present leadership” “out of the 15 items” in his Suit, have already been transparently disclosed and are currently in the public domain; and (c) the Transition Committee Report remains a work-in-progress and would be published in due time pursuant to and in the terms of Resolution 19 of the Communique of the NEC Meeting of 06 December 2018.
4.2 In regard to the Items in Professor Ojukwu’s Suit that predate our administration which, it would appear, is Professor Ojukwu’s circuitous process for the probing of the previous administration(s), we are wondering why Professor Ojukwu did not demand for these disclosures from those administration(s) that had responsibilities therefor when they were in office. In any case, we would enter the NBA defense to the Suit generally, as necessary and required, in due time and after we have been served with the processes.
Paul Usoro, SAN