21/08/2020
MY TAKE ON NIGERIA’S NEW COMPANIES AND ALLIED MATTERS ACT 2020
I have read many comments on the new Companies and Allied Matters Act (CAMA) 2020, especially regarding its application to religious bodies as incorporated trustees. But while I think some comments are legitimate they should not be a show stopper.
1 First, the board of trustees is expected to be put in place by the community/congregation concerned because promotion of religion is a charitable cause and must be controlled by collective congregation/community and treated as such, the same way the shareholders control limited liability companies. They have or should have a first right of doing this.
2. Once the board is in place and the financial affairs are managed accountably and transparently for the purpose of promoting the relevant religion and for the benefit of the congregation and society at large devoid of conflict of interests, the religious organisations should be fine.
3. The appointment of trustees by the regulatory agency where circumstances warrant such appointment will only happen in circumstances where the regulators think financial/corporate violations have occurred (with evidence) or the required percentage of congregation/trustees petitions the authority that such violations have occurred. The law lists such violations. The court will then have to sanction the dissolution/appointment after listening to the evidence. The court system allows appeal process as well.
4. One would expect the court-appointed trustees to be drawn from diverse people from the same religion for example or from the same congregation in the rare circumstances where that action is required. The CAC will have to come up with implementation guidelines and modalities acceptable to stakeholders on that one. And in any case the trustees are not normally the Pastors or Imams who lead and conduct prayers or service anyway even in normal circumstances. The CAC should not have any business appointing Imams or Pastors to lead service. That should be left to the congregation. Of course Pastors or Imam so appointed by the Congregation may be a member of the board of trustees for administrative purposes.
5. It has been suggested that the management of mosques is different from most churches in terms of ownership. That may be true but it is not only mosques that is not owned by individuals. The orthodox churches like Anglican, Methodist, Catholic, etc are not owned by individuals and are accountable. These rthodox churches are accountable and almost certainly prepare financial returns and send such returns to their foreign headquarters to which they are affiliated for consolidation into their worldwide audited financial statements.
6. Religious organisations without exception will have to comply as well if their current operations don’t already conform. Many of these religious organisations irrespective of their religion have to comply when operating abroad like the US and the UK and file their financial returns as appropriate. The Church or Mosque money is nobody’s money. It is a collective trust meant to be used to propagate the respective religion. Even being accountable and transparent is Godly!
7. On whether there should be a separate regulatory agencies specifically for religious organisations. This is not necessary because religious groups fall under charitable organisations and covered by CAMA/CAC. Charitable organisations are a form of company but with altruistic instead of profit motives. So there is no need for any duplication and separate monitoring mechanisms. What CAC needs to do now is to convene stakeholders consultation to agree modalities and guidelines for trustees appointment in circumstances where that is required.
Finally, charitable status of any organisation, religious or otherwise, comes with some privileges including not paying taxes. They also come with certain obligations which include financial accountability and transparency. Nigerians must continue to ceaselessly insist on these principles of accountability and transparency not only from
their religious organisations but also most importantly from THEIR GOVERNMENT AT ALL LEVELS.
Lateef Kazeem
Kent, England
19 August 2020
