Preamble: It was somewhat difficult for me to do a thread on the governance code because I share the sentiments of the community of faith concerning some of their grievances on the subject of the governance code for Non-For-Profit Organisations (NFPO). However, I have learnt that in the public square, facts/objectivity matters more than sentiments.
I had the premonition that a controversy will be stirred once we had that famous breaking news on the 7th of Jan that our favorite “Daddy” had “stepped aside” and appointed a “National Overseer” (GO) while still retaining the global leadership of the church as the GO. The news headlines and chatter on social media that followed within the next 24 – 48 hours confirmed my fears. Allow me to start by listing some of what was being said and implied.
- That President Buhari’s FG is “dabbling” into Church leadership.
- That the Governance Code had been suspended therefore there was no need to comply with it.
- That the “law” is targeted at weakening the church and make it vulnerable to attack
- That certain provisions of the code conflicts with provisions of the FRC Act and CAMA
First, let’s go to the origin of the controversy. In 2011 the Senate passed the Financial Reporting Council of Nigeria Bill which created the Financial Reporting Council replacing the defunct Nigeria Accounting Standard Board. The then Executive Secretary of the NASB (Jim Osayande Obazee) subsequently became the Executive Secretary of the FRCN. Under the Act, the FRC among its other objectives was expected to – “ensure good corporate governance practices in the public and private sectors of the Nigerian economy”. It was in this light that it set out in 2013 to put together a governance code for Public, Private and NFGO. It subsequently published a draft in 2015 after much consultation with major stakeholders. As expected, many stakeholders had issues with some provisions within the code and they (including churches) were given the opportunity to make submissions on their reservations with the code. The FRC was consequently sued by some Pastors and Lawyers purportedly representing Pentecostal churches in July of 2015. They sought 6 reliefs among which were:
- a declaration that the purported Not-for-Profit Sections Codes 2015 is illegal and unconstitutional because it amounts to duplication of the functions of the CAC saddled with the responsibility of registration and monitoring of compliance of charitable organizations/groups;
- that the term of reference in section 1.1 of the 2015 Code as well as sections 8,9,10 and 37 are illegal and unconstitutional being inconsistent with section 7 and 8 of the Financial Reporting Council of Nigeria Act Cap F42
As things turned out, the plaintiffs who claimed to be representing Pentecostals lost the case as the court ruled in favor of FRC. In light of the court order, the FRC went ahead to release the codes effective from 17 Oct 2016 with mandatory compliance for Private Sector and “Comply or Justify non compliance” for NFPO. The Public Sector codes were put on hold. Not long after the release, the Minister of Trade and investment was reported to have written or issued a query (depending on who you believe) to the FRC to suspend the code until all issues it had raised concerning it were resolved. The Minister’s main queries were:
- Was the Governance Code in line with the FRC 2011 Act?: Section 2(1) and 10(d) of the FRCN Act suggests that the Board will be responsible for the overall control of the Council. The Executive Secretary of the FRCN was therefore asked to explain how the Code passes the compliance test given that the FRCN Board is yet to be constituted.
- Does the Code supersede any legislation or any other Code?: It is a well known fact that a subsidiary legislation cannot supersede a principal enactment. The Minister then requested that the Executive Secretary explains the clear conflict(s) between the Code and various legislation inclusive of the FRCN Act as well as any other legislation. A case in point is that of the Central Bank of Nigeria where it was implied that it will have to take on the burden of implementing the Code in the financial sector while the Code itself take’s precedence over the CBN’s Code.
I know that many have tried to link the fact that the Minister of Trade and Investment is also a Pastor in RCCG to this whole suspension issue, but to be fair to him there was nothing in his letter to the Executive Secretary of the FRCN that suggested he was pushing the church or RCCG agenda. In fact his letter was more in line with concerns of the private sector than it was about concerns of leadership and succession in the church.
The expectation within the financial sector was that based on the Ministers’ letter to the Executive Secretary, the code was indeed suspended. Wrong! It turns out that the Exe Sec disagreed. The FRC refused to honor the suspension request on the basis that there is no gazette to back it up. We certainly would not have known of this had Pastor Adeboye’s not made that announcement.
With this evidence alone, we can perish the notion of “PMB admin is “Dabbling in Church Leadership to weaken it”. It is clearly not true. If anything, the evidence available to us points to the PMB admin trying to ensure that the code in its present form is not implemented. In fact, it appears that the FG might be under intense pressure to sack Jim Obazee because of his many excesses and some “EFCC troubles of his own”.
Now, let’s go to the corporate governance codes itself. By and large what the code tries to do is to first enforce the minimum requirements of Part C of the CAC registration under which religious organizations are registered. For instance, religious bodies are supposed to make Annual Returns of its Financial Statements to CAC after the audit of its books by external auditors. It is also expected to organize yearly Annual General Meetings (AGMs) where it would present the financial statement to its members. The code reinforces the legal fact that any entity that collects money must “render accounts”, whether you are a bank, a business owner or a religious body. There seem to be no dispute about this requirement even among religious organisations. However, there is the small issue of Tax. Should religious organisations be taxed when they engage in “For Profit” activities even if those activities is for the benefit of the organization? Jim Obazee and his team says Yes! – They must be taxed if they engaged in any activities designed to extract financial benefit. He put it this way “if they pursue non-charitable activities like running schools, hospitals etc, they are to account for them separately as profit-making entities”. This is one of the areas of conflict as many Churches have subsidiaries under them that have blurred the lines between charity and profitability.
The second and obviously most contentious issue has to do with Tenure of the Founder or Leader. Now this is exactly what the section 9 of the code says.
- Position of the Founder or Leader
9.1. The Founder or Leader of a NFPO occupies a special position in the Organisation and is committed to the success and longevity of the NFPO. Accordingly, a Founder or Leader should not take on too many responsibilities in the organisation or have an indefinite term in the running of the organisation.
9.2. Where for any reason, a Founder or Leader of NFPO also occupies any of the three governance positions of Chairmanship of the Board of Trustees, the Governing Board or Council, and the Headship of the Executive Management (or their governance equivalents), the following provisions shall apply before the end of the organization’s financial year in which this Code takes effect.
9.2.1. The Founder or Leader shall cease to occupy these three governance positions simultaneously. This is to ensure the separation of powers and avoid possible concentration of powers in one individual.
9.2.2. The Founder or Leader may however choose – subject to the agreement of the organization’s apex authority as expressed in the Annual General Assembly, Annual Meeting, Annual Stakeholder Engagement, Annual Conference, Annual Synod, Annual Fellowship Assembly or their equivalents – only one of these three governance positions subject to his current tenure. This is to ensure a clear division of responsibilities at the head of the organization between the running of the governing body and the executive responsibility for the management and fulfilment of the organization’s mission.
9.3. Where the Founder or Leader has occupied all or any of these three governance positions for more than twenty years, or is aged seventy years or above, the choice in section 9.2.2 above should only relate to the Board of Trustees as in section 9.4(c) below, except the constitution of the organization otherwise provides.
In the case of religious or cultural organizations, nothing in this code is intended to change the spiritual leadership and responsibilities of Founders, General Overseers, Pastors, Imams and Muslim Clerics, Presidents, Bishops, Apostles, Prophets, etc. which are distinguishable from purely corporate governance and management responsibilities and accountabilities of the entities.
It is important to understand that for an NGO, there are 3 governance bodies: The Board of Trustees, The Governing Board and The Management Committee. Now typically, the founder/leader usually occupies the position of the head of these 3 bodies at the same time. So what the code prescribe is that 1. The founder can only occupy only one of these position as head. 2. If he already heads all of them, he needs to relinquish two and 3. If he has served as head for more than 20 years in any of those organs and is more than 70 year of age, he must resign his position and his choice limited to the board of trustees. Even with these provisions, the code recognize the unique position of founders as the “Spiritual Leader” of the organization. Meaning the code does not in any way invalidate the spiritual authority which these organizations subscribe to and to which they derive their relevance.
The notion that these codes should not be applicable to churches as their matters are ecclesiastical, celestial and not terrestrial as said by a SAN as utterly ridiculous. If they are celestial, then why seek registration under Part C of the CAC laws? Why not just go to heaven and get registered. These organizations are legal entities known to law. They can sue and be sued. They can exist or cease to exist. They are very terrestrial. They are charitable organizations that survive on gifts and donations. They need to be transparent and accountable. This must be emphasized.
Let me conclude by saying that one issue that should concern us is whether or not a minister has the power to suspend the activities of an agency known to law in the exercise of its functions. My take is that there are legal grounds to challenge the powers the FRC seems to be flexing. Recall that this was the same agency used to illegally suspend a sitting CBN Governor. So the FRC as presently constituted is not without freckles.
My final take is that these codes are in the interest of the church and we should embrace it rather than fight it. It will help to separate the wheat from the chaff. It will also help bring transparency to the church and make them accountable not only to God but to the people they serve.
Yinka Ogunnubi
Economist and Author writes from Lagos, Nigeria
Follow him on twitter on @yinkanubi
에그벳 도메인
폐하의 다음 행보를 기다리는 듯 모두가 궁궐을 바라보았다.
톰 오브 매드니스
Fang Jifan은 “마른 땅 1 무에 곡식 20 개를 수확하게 할 수 있습니다.
카이센 윈즈
Liu Xunjian은 여전히 충격을 받은 듯 어안이 벙벙했습니다.
5 래빗스 메가웨이즈
Zhu Houzhao는 Hongzhi 황제가 약을 마시는 것을 열심히 지켜 보았습니다.
에그벳 스포츠
그래서… 저에게는 이것이 대단한 일입니다.
라이즈 오브 올림푸스 100
이때 Fang Jifan이 기꺼이 모범을 보이면 좋을 것입니다.
레거시 오브 데드
그 직후 누군가 “서산방 일가, 500만주 모금을 약속합니다”라고 외쳤다.
프라그마틱 슬롯 무료
장 황후의 몸이 얼어 붙고 차분한 얼굴이 갑자기 바뀌었다.
레프리칸 리치스
Hongzhi 황제는 미소를 지었고 갑자기 그의 눈은 구석에있는 황제의 손자 Zhu Zaimo에게 떨어졌습니다.
슬롯 무료 사이트
바다만 바라보고 한숨만 쉬는 게 안타까울 뿐입니다.
슬롯 게임 추천
Wang Shouren은 “스승님, 몸조심하세요. “라고 말했습니다.
라이즈 오브 올림푸스
그는 세상 사람들이 왕자를 존경하는 마음으로 대하기를 바랐습니다.
슬롯 추천
그는 완벽한 전략을 수립하기 전에 여러 날 밤낮으로 지도를 응시했습니다.
더 트위티 하우스
Chen Tong은 마음 속으로 슬프게 생각했습니다. 노인이 좋은 삶을 살고 싶다면 노인은 아직 죽을 수 없습니다.
톰 오브 매드니스
Hongzhi 황제는 이유가 없었지만 절망이 태어났습니다.
레거시 오브 데드
맞은편의 우양지(Ouyang Zhi)는 멍한 표정으로 침착함을 유지했다.
문 프린세스 100
소위 다섯째 왕자라 불리는 이 개미 같은 쓰레기 같은 존재에 불과하다.
슬롯 게임 추천
많은 상인들이 우연히 뒤에 남았다.
슈가 러쉬 X마스
그는 살짝 웃으며 “알았어, 그럼 이 진짜 노란 쌀죽을 먹어볼게”라고 말했다.
맥심 슬롯
그러나 그가 말했듯이 당신이 안전할 수 있다면 모든 것이 잘 될 것입니다.
더 도그 하우스 메가웨이즈
그가 올려다 보았을 때 그는 약간 혼란스러워했습니다. 황제는 어디에 있습니까, 황제는 어디에 있습니까?
https://smf.sos-dan.ru/index.php?action=profile;area=forumprofile;u=938922
토토 와이즈
이 순간 그는 큰 눈으로 Fang Jifan을 바라보며 마음에 매우 짜증이났습니다!
r 슬롯
Liu Jin은 이빨을 고르고 행복하게 손을 등 뒤로 쥐고 있었고 시간이 제한되어 다음 게임을 따라잡아야 했습니다.
꽁포 토토
또한 군사 훈련의 회의록에서는 특히 중추의 역할을 주장합니다.
미성년자 토토 사이트
Liu Ernv는 현기증이 났고 운명이 그녀를 갑자기 폭풍의 끝으로 몰아 넣은 것 같았습니다.
토토 벳
그러나 그는 바닥에 몸을 던지며 풍덩 발에 엎드려 있는 모습을 보았다!
토토 입플 사이트
Fang Jifan은 갑자기 “좋아, 닥쳐!”Fang Jifan은 갑자기 호랑이 굴에 들어갈 것 같은 느낌이 들었습니다.
마종 웨이즈 2
Hongzhi 황제는 Xishan Jianye의 프로젝트에 매우 만족했습니다.
배트맨 토토 사이트
Xiao Jing은 안개 속에서 “아마도 무슨 일이 일어날 것입니다. “라고 말했습니다.
스포츠 토토 사이트
Fang Jifan은 하하에게 말했습니다. “전하, 지금은이 문제를 제쳐두 자.”
캐시 슬롯
상인들은 머리를 긁적이며 모든 곳에서 상품의 출처를 찾았습니다.
슈가 슬롯
아무래도… 이 진흙원숭이를 보고 있으면 마음이 편해지는 것 같아요.
모바일 슬롯 머신
이 Qi Zhiyuan은 Grand View Garden을 방문하는 Liu 할머니처럼 Hongzhi 황제를 보았습니다.
물라 슬롯
그의 손자를 생각하면서 Hongzhi 황제는 세상이 희망으로 가득 차 있다고 느꼈습니다.
그린 벳 토토
의례부는 왕자에게 이 관료주의를 다루는 방법을 가르치기 위해 특별히 사람을 이곳에 보냈습니다.
토토 메이저
“뭐?” 장위안시는 놀라서 팡지판을 바라보았다.
피망 슬롯
Zhu Houzhao의 시선에는 광채가 있었습니다. 그러나 Yanda Khan은 우울합니다.
슬롯 온라인
지도자들은 모두 어리둥절했습니다. “왕 씨 …”
r 슬롯
이 궁전에는 군인들이 약탈한 흔적도 없었고 모든 것이 순조롭게 진행되고 있는 것 같았습니다.
게이츠 오브 올림푸스
Zhu Xiurong도 겁에 질려 어쩔 수없이 말하고 싶었습니다.
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