Chat with Dr. Sam Etukapkan

Chat with Dr. Sam Etukapkan

Dr. Sam Etukapkan, is the reform leader of the PEBEC Secretariat also known as the Ease of Business Environment Secretariat (EBES). He is responsible for interfacing with the Corporate Affairs Commission.  He joined the Ease of Business Environment Secretariat in January 2017.  Dr Sam specialised in corporate law, with a PhD on Insolvency Law to boot, His has garnered experience over the years, in Rwanda and Sychelles, helping those governments with the implementation of reforms that were aimed at making their business environments investor and entrepreneur friendly.  And in that period, he had worked closely with the corporate registries of those countries.

Though Reader’s Gazette had initially sought to have the interview with Dr. Jumoke Oduwole, the coordinator of EBES, but due to her tight schedules and coupled with the fact that the information we sought were more specific to the operations of CAC, she gave the Reader's Gazette team led by the Editor-in-Chief Mr. Jamilu A.K. Ibrahim the go-ahead to hold the interactive session with Dr. Sam instead.

In this interview Dr. Sam provides great insight into the operations of EBES particularly as they related to the Corporate Affairs Commission, the office responsible for company incorporation in Nigeria.

How would you assess CAC's reform process and its effort to simplify its operations prior to the establishment of the EBES Secretariat in October, 2016?

I'm not in a position to comment on that, because as you are aware, the efforts really kicked off last year and I only came on board in January this year.  Prior to my arrival there was a lady handling this beat.  I can only say that EBES had done a lot of things before I joined.

Who was handling that before?

Mrs Toyin Bashir and she did a great job. I was only assigned to this aspect of the reform because our coordinator (Dr. Jumoke) in her own wisdom, figured I had certain specific experiences that could be tapped for the specific operations she had in mind for CAC.

What were your experiences before you came to Nigeria?

Before coming to Nigeria I was the Insolvency Adviser to the Government of Rwanda.  And I believe that is one of the things that Dr. Jumoke expects EBES to look into by the next quarter.  As you know, Insolvency law is still part of the Cpmpanies and Allied Matters Act (CAMA).

We are looking at a situation where Insolvency will be a standard law in itself separated from CAMA and which will cover Corporate and Personal Insolvency.  The idea is that it is not every time that a company goes into distress that we should liquidate it.  The focus should be on rescue.  And this is a vital area of consideration for foreign investors.

I also worked in Seychelles as one of their Legal Consultant helping them to review their Company Law.  My PhD is in Insolvency law.

In what ways has EBES intervened and in what ways has it been able to help CAC speed up the required changes?

First you must appreciate that this effort is not something that is being done in isolation.  It is based on complaints that are being made by the general public.  The issues that bothers them, have been carefully identified and articulated. We have sat down with CAC to review these issues.

In fact, at this point I must commend CAC. Because even prior to EBES having this mandate, they themselves were quietly and internally looking at how they could solve these problems.  So, they knew these issues.  And you know as they say, knowing your problems is halfway to solving them. 

They knew the problems and they were quietly working towards solving them.  But as you very well know, everything that has to do with a structured organization, particularly in a government environment where you have tiers of operation, some of which are external to the organization and which tiers must necessarily be involved to get the required approvals, can be a daunting process.  Those step by step approach to moving things from point B to point A can be challenging.  Bear in mind also that each of these cross cutting tiers of operation have their own internal bureaucratic processes that they, must deal with.  Which makes getting government's buy in on some critical issues a very lengthy and challenging process, before you begin the routine of getting the required procurement approvals where such is required.

One of the key mandates of EBES, is to breakdown those structures and get those vital decisions done.  So where they (CAC) require certain external approvals to get jobs done, they talk to us and we get the approvals for them.  We can get express approval from the Minister or other quarters, for the needed changes.

In many ways this has made life much easier for CAC, because it can now leverage the mandate of EBES to drive through the vital operations it needs to get things done.  We have been able to help them skip some internal processes and get some external approvals including those required either from the Minister and the BPP.

To recap, I think I will like to say that EBES has become like a driving force, a go to agency if you like to achieve things, which hitherto had been very complicated.  EBES helps to push complicated stuff out of the way.

But what are the specific identifiable things that we can point to that EBES has helped achieve in CAC?

We've achieved quite a lot. We have helped optimize their business registration process.  Now a number of services are available online, including the online payment for those services.

We have helped to make the online registration processes shorter and therefore faster.  Hitherto, you had seven forms that needed to be filled to process company registration, we've helped consolidate those forms into one form of about 3 pages.

We've worked with them to help processes all the approvals they needed to drive through their reforms.  We have pushed back all the bureaucratic hurdles that would have provided a stumbling block to the FIRS integration efforts and today it is a reality.

And before now, whether you needed a simple business vehicle or a complex corporate organization, you needed a lawyer to access the services of CAC.  We have removed that, or rather, made it optional.  We recognized that for small businesses, the legal fees they are required to pay for the services of a lawyer, could even kill the business even before it starts.  Before now even most business owners do not know CAC.

We also now have model Articles online such that if SMEs want to set up a business, and they don't have the money to engage a lawyer, they can adopt that, use that and just send them straight to CAC for processing

And you know there is a Certificate of Compliance in the business registration process, which a lawyer is required to fill, stamp and seal; the internal CAC lawyers have now been mandated to perform that task and do it gratis.  It is a ministerial directive and it has been included in the company regulations.  This is making life easy for small businesses.

We've also helped facilitate the integration of the CAC portal with the FIRS platform.  We had a demo presentation on the handshake that has been established between the two systems.  The presentation was a limited operation.  But that was because we were using an existing company to run the process.  On Monday, we expect to use a new company, to run the process from start to finish.

We've also helped ensure that business owners can also now upload the documents online, where you can upload the documents.  And we have had CAC expunge the requirement that makes it mandatory that you must present original copies of the online documents you uploaded within 7 days.  Now business owners can present the required documents for sighting, whenever they are comfortable enough to come and pick up their certificates

To cap it all, I think I will say that we have tried to remove all the issues that could impede the efforts of small business owners to incorporate their companies, as well as made it easier for investors to start up their businesses with greater ease.

What are the real reasons behind the renewed push of government for the Ease of Business? Favourable World Bank Rankings or genuine development?

Let's not be myopic to say that we are doing this because of World Bank ranking.  No!  Certainly not.  Most of the reforms that we have done, for example, reforms at airports and sea ports have nothing to do with the World Bank rankings.  This effort is because government is sensitive to the plight of the people.  It is a sensible government so to say.  I think one of the drivers was the quest by this government to put the country in position that will favourably attract foreign investment.  We are already disadvantage in so many ways.  And government is focussed on having a more balanced economy and it recognizes that the private sector is important and improving our business environment is fundamental to such objectives.

Investors would most certainly be discouraged, if they have to wait for 50-60 days to process their Visa and then they had to wait another 50-60 days to start up their businesses.  Another major deterrent is the absence of insolvency laws that are focused on business rescue rather than liquidation.

I think it is this government's concern for national development that has made it really keen on putting all the needed incentives in place to help develop the private sector.

It is not just to please the World Bank, though it is supporting the efforts.  And no doubt we will need a thing or two from the World Bank in future.  And the World Bank is also spending a lot of money in this regard.

So I would say the World Bank is completely divorced from the intent of government, which is to make life easy for local and foreign investors, who want to do business in Nigeria.  The idea is to make the business climate favourable enough to attract investment, both local and foreign.

What are the identified milestones that you expect to be able to push through in CAC, within the 60 day period?

They include:

Upgrade of the online portal for more efficient operations, which they are doing; We've asked that they integrate their portal with the FIRS system and those efforts are also ongoing.

We've also asked them to consolidate all the forms into one, which they have done. We've also requested that they harmonize their online operations instead of having them spread across multiple websites as it is now.  We want to see only one CAC website with all the information scattered in all those other ones, consolidated into one.  This will help us resolve the online integrity issues, to remove the doubts people may experience when approaching the online service window.

We have also asked them to revise their regulation to include the 12 hour and 24 hour timelines for search and incorporation. The fact that you no longer need lawyers for company incorporation purposes, is going to be in the regulations.

The fact that CAC lawyers will now process and stamp certificates of compliance for free, is going to be in the regulation. With the achievement of this milestones, people will know that this government is for real.

What percentage of success have you recorded so far given that as at today we still have 44 days to go.

The only thing left that may take CAC up to April to accomplish, is the collocation of servers.  Most of the other things have already been done.  Whilst others are either nearing completion or in test phase.  So I think at CAC we are like 89% done now.  The only thing remaining is colocation and revising things on their website.

And the reason for the delay till April, is because tomorrow (Friday, 10th March, 2017) the vendors will submit their bids and it will be opened right there.  And by Monday the 13th of March a vendor will be selected and an award letter issued.

The general indication is that it will take four weeks to complete the process, but from the date of the award, we'll work closely with the successful vendor to see if there are ways we could help them reduce that time frame.

But even if it ends up taking the entire four week period, we will still have a clear sixteen days to the end of the 60 day period.  So we're very much in good shape.

Are there any agencies of government that have been able to record this level of progress within 16 days of take-off?

That is really out of my scope.  For such a response, I think you would need to have a word with Dr. Jumoke on that.

How satisfied are you with the synergy between the streamlined online processes and the background human interaction touch points that are needed to drive operations?

There are currently only one or two areas where there is real human interaction.  The first is that after the name search has been conducted, someone is still required to approve it.

Why is that?

The portal hasn't been adequately equipped for that purpose presently, but we will be pushing for that subsequently.  We've already asked them to provide us with a taxonomy of names.   All the names that are either offensive, illegal or out of bounds and which can therefore not be registered.  These will be fed into the system, to enable it provide the required service.

When we sat with their consultants on this issue and they gave us a breakdown of what is involved, we realized that it wasn't a deliverable that could be handled within sixty days.  So we have kept that in view for the second quarter.

The second area of interaction is the certificate of compliance processing and stamping, which has to be done by CAC lawyers.  And even then there is no human to human interaction, because the person that submitted the application is not there, when it will be done. 

But nonetheless, at both areas of interaction, the speed of operations is in tandem with the defined timelines.  And I will therefore say it is very satisfactory.

Are there any plans to get CAC to issue e-Certificates, to registrants such that picking up the original will now be at convenience rather than the compulsory undertaking it is now?

I'm sure even now the system can issue e-certificates, but it will all depend on the policy direction of CAC.  Some of these things are being rolled out in phases, not necessarily because the capacity to roll them all out at once is lacking, but because CAC desires to ensure that the risk levels at every stage have been properly mitigated. That's what I understand from the process.  But I will confirm that.

But even right now, once you have completed the registration process, they will be able to give you something that you can use to start operating your company immediately.

How would you describe your relationship with the Registrar General of CAC in all this?

The relationship is very cordial and he has been very supportive.  He is a man who's 100% fully committed to the reform program.  Like I mentioned earlier, CAC was actually a pleasant surprise.

The RG has been able to motivate the staff to make the needed sacrifices, to see the process through.  Some departments even work from 8.00am to 8.00pm.  And this level of commitment to objective from a government agency, is highly commendable.

What are the challenges that you have encountered in the actualization of your core objectives for this undertaking as it affects CAC?

Not a single one.  Everything we have asked CAC to do, they have done with a smile.  Not even one argument or disagreement.  In fact before you even say it, they will show you one or two documents to indicate that it was already in the works.

The proactive state in which we found CAC was what made this operation more successful than we ever hoped for.  It's just 16 days ago that we started the 60 days countdown and with 44 days to go, CAC has already completed all the tasks that were expected of them, but one.  Even that last one has actually been kicked off, it is only that it takes a longer time to implement.  Like I explained, the general indication is that it will take about four weeks to conclude.

I have to commend the RG he is very reform minded and he's very proactive.  And his Special Assistant (Abubakar) is always there and also very responsive to issues.  Even though he (Abubakar) is currently away in Hong Kong, he still responds promptly to all our inquiries.  Yesterday for instance, we asked for the draft of the regulations and almost immediately, we got a response with a copy of the draft regulations attached.

I actually came in with the impression that CAC was going to be one of the most difficult agency to work with, but amazingly, it turned out to be the best.  It turns out that all aspects of this reform were actually part of the things they've always wanted to do and were in fact already doing.  It is thus not too surprising that they've soared this high within a very short space of time.

Yesterday when we had a meeting at CAC, the lady that stood in for the RG, reiterated the fact that CAC would have gone far ever before now, were it not for the fact that they were hamstrung by the difficulties of getting approvals.  But with PEBEC coming on board to move those boulders out of the way, all the initiatives they already had in the works are now sailing through with ease.  They are now able to circumvent and by-pass those obstacles.

Whose providing the funding now?

That question is above me.  You'll can only get that level of information from Dr. Jumoke on that.

CAC has identified several aspects of its legislation that it wants amended, are these legislative changes part of the identified milestones to be accomplished within 60 days?

The Companies and Allied Matters Act (CAMA) is something that we will be working on in the next quarter.  We've already had a meeting or two though with the relevant departments at the NBA.

We cannot go it alone, neither can CAC, because CAMA is a major law that affects millions of Nigerians.  We will work with the NBA and also have stakeholder forum, to discuss the issue surrounding CAMA.  Insolvency is just one component of CAMA that we will really need to look at.

How often does EBES have meetings with PEBEC?

As you're already aware, our coordinator, Dr Jumoke is a member of the PEBEC and she updates them regularly and I think they have meetings almost every two weeks and that is probably not counting the emergency sessions that could be initiated in between at short notice if need be.