Jeff Adama
At that meeting, the NCP also approved the constitution of a
Steering Committee to be chaired by the Minister of Communications &
Digital Economy, to drive the reform process and review the Postal Sector
Policy. It equally approved the constitution of a Project Delivery Team (PDT)
to serve as the secretariat of the Steering Committee and to develop quick fix
reform strategies to make NIPOST commercially viable; and the appointment of
KPMG as Transaction Advise.
The reform essentially involves the unbundling of NIPOST
into viable subsidiary companies which will operate on the principle of
commercial viability, while the core postal service function will remain with
NIPOST as the parent company.
Consequent to the appointment of KPMG as it the Transaction
Adviser (TA) on 12th November 2018, the Secretariat held the Kick-Off Meeting
on 5th December 2018 with the management of NIPOST and the Transaction Advisers
in attendance. This signaled the commencement of the transaction process.
Thereafter, KPMG submitted an Inception Report on 21st
December, 2018 which contained detailed synopsis on the issues affecting
NIPOST. The report was reviewed and adopted. KPMG also submitted an Interim
Report on 8th April, 2019, which was also considered and adopted by members of
the Steering Committee chaired by the then Minister of Communications and
Digital Economy.
The Consultants had recommended the following subsidiaries
to be carved out of NIPOST as follows:
NIPOST Properties & Development Company Limited; NIPOST
Transport & Services Limited; NIPOST E- Commerce Services Limited; NIPOST
Financial & Digital Services Limited; NIPOST Microfinance Bank Limited; and
NIPOST E-Government Services Limited Based on KPMG’s recommendations, the
Steering Committee at its meeting held on 7th February 2020 resolved that
NIPOST would establish three non-postal subsidiaries namely: NIPOST Properties
& Development Company Limited; NIPOST Transport & Logistics Company
Limited; and NIPOST Microfinance bank Limited. The Steering Committee also
deliberated and recommended the treasury as the source of funding for the
required amount of take-off funds for the subsidiaries. A letter dated 16th
April 2021 requesting for the funds was forwarded to the Minister of Finance.
The breakdown of the 21.502 billion recommended for the
take-off of the subsidiaries is as follows: NIPOST 3.159 billion; NIPOST
Microfinance Bank N 9.617 billion; NIPOST Transport & Logistics N 5.434
billion; NIPOST Properties & Development Company N2.792 billion;
Contingency (Bureau of Public Enterprises) N500 million. However, in May 2023,
after due follow ups, the Ministry of Finance released the N10 billion as
take-off funds for the reforms programme.
The breakdown of the release is as follows:Nigeria Postal
Service (NIPOST) N600 million; NIPOST Transport & Logistics Services Ltd
N5.500 billion; NIPOST Properties & Development Company Ltd N3.5 billion;
Contingency (Bureau of Public Enterprises) N400 million.
The N400 million Contingency fees released to the BPE
include: Registration Fees, Consultancy Fees, Accommodation, Rent, among others
expenses. It is important to note that the funds were disbursed to the various
company accounts who now have a management and an existing Board of Directors
and not the BPE.So far, since the resumption of the management of the companies
in May 2023, they have only incurred necessary administrative/overhead costs
which are duly approved by their respective boards in line with corporate
governance practice. The funds are thus largely intact as the companies
finalise their budget plans to commence core operations.
The Bureau completed the registration of the NIPOST
Properties & Development Company Limited and NIPOST Transport &
Logistics Services Limited at the Corporate Affairs Commission (CAC).As at the
time of registration, the representatives of the subscribers to the Memorandum
and Articles of Association (MEMART), being the Bureau of Public Enterprises,
Ministry of Finance Incorporated and the Nigeria Postal Services (NIPOST) were
listed as the shareholders of the Company holding the shares on behalf of the
above-mentioned organisations.
The names of the representatives of the subscribers to the
MERMAT were Alexander Ayoola Okoh for BPE; Alexander Musa Adeyemi for MOFI and
Maimuna Yaya Abubakar for NIPOST. The names of the three people were inputted
into the CAC portal because as at that time, the provision on the portal for
share shareholders of companies could only accommodate individuals and personal
data. CAC’s decision to provide for only natural individuals to hold shares at
that time was because the Commission wanted to ensure accountability in shares
ownership. Officials of the Bureau raised the matter with the CAC.
Subsequently, the Companies and Allied Matters Act (CAMA)
2020 became operational in January 2021, six months after the companies were
registered. The portal was thereafter updated recently to allow the companies
hold shares, but with representatives. The shareholding of the NIPOST
subsidiaries have duly been corrected to reflect the intent of the subscribers.
The changes that were made to the portal with the coming into effect of the
Companies & Allied Matters Act (CAMA) 2020 in January 2021, followed a
letter of the BPE dated November 13, 2023, requesting a correction to the names
of the shareholders of the NIPOST subsidiaries (NIPOST Properties and
Development Company Limited and NIPOST Transport and Logistics Services), to
reflect the real ownership of the shares.
The letter referenced: BPE/LSCS/CAC/2023/11/M11.02 which was
personally signed by the D-G of the Bureau, Mr. Alex Okoh, reads in part,
“Kindly recall that the Bureau incorporated two subsidiaries of NIPOST namely:
NIPOST Properties and Development Company Limited and NIPOST Transport and
Logistics Services Limited by year 2020.“You would also recall that the
requisite notice of intention to register the two companies was submitted to
the Corporate Affairs Commission via a letter date February 25, 2020 and the
approval for the registration was received from the CAC dated March 2, 2020.
“Kindly note that at the time of registration of the
companies, the representatives of the subscribers to the Memorandum and
Articles of Association, being the Bureau of Public Enterprises, Ministry of
Finance Incorporated and NIPOST were listed as the shareholders of the company
holding the shares on behalf of above-mentioned organisations.
“Please recall that the Pre-Incoporation Portal at the time
only made provision for insertions of details of shareholders using only
natural persons and on that note, we proceeded with the registration by using
details of the representatives.
“Subsequent changes and updates were made to the portal when
the Companies and Allied Matters Act (CAMA) 2020 came into effect in January
2021, which paved way for the registration of companies as shareholders.
“Kindly note the details of the shareholders we seek to
correct as follows: Alexander Ayoola Okoh for BPE 1 million shares; Alexander
Musa Adeyemi for MOFI 1 million shares; and Maimuna Yaya Abubakar for NIPOST 8
million shares.
“While the shareholding structure remains the same, we wish
to change the details of the shareholders to reflect the fact being that the
above agencies of the Federal Government of Nigeria hold the shares and the
above stated members as representatives of the agencies, subject to any
subsequent changes.
“We hereby request the commission to correct the details of
the shareholders in the register of the company as stated above to avoid
ambiguity.
“All necessary documents are attached for your necessary
action.”
Following the approval of a 7-man Board for each of the
subsidiaries, the Boards of the NIPOST Properties & Development Company, as
well as, the NIPOST Transport & Logistics Services Company were inaugurated
on the 21st of December 2021. Perhaps, the lacuna created by the CAC
Pre-Registration Portal which provided for only natural individuals to be
inputted as shareholders as at 2020 when the NIPOST subsidiaries were
registered gave room for the recent allegations of illegality in the in the registration
of the subsidiaries.
Media had reported a Senate resolution calling for a probe
of the registration of NIPOST Subsidiaries, obviously because some interested
parties gave the law makers wrong information on the process of the
registration of the subsidiaries, particularly as it affects the registration
of NIPOST Properties and Development Company Limited, as well as, NIPOST
Transport & Logistics Service Limited.
If the Senate had invited officials of the BPE, MOFI or CAC
to explain what transpired during the registration of the subsidiaries in 2020,
perhaps it could have been better guided and the resolution calling for a probe
of the N10 billion or asking the CAC to deregister the affected NIPOST
subsidiaries would have been unnecessary because the two subsidiaries have
commenced operations, with full complements of management and staff since May
2023.
Adamara Jr, a public affairs analyst, resides in Abuja.