Paul Usoro is one of Nigeria’s leading lawyers, with industry-leading expertise in commercial and telecommunications law. In the second part of a series of articles, he tackles the issue of institutional reform of the Nigerian Bar Association. He recently completed a series of articles on the issue of welfare for young practitioners in the legal profession and wider industry reforms for The Daily Times which you can find here.
The required reforms in the NBA must logically start from its apex to wit, the governance structure at the national level. The current governance structure of the Association does not have any defined role for an executive management. Indeed, it does not even define and/or delineate properly, if at all, the roles of the elected part-time NBA National Officers and the administrative officials in the National Secretariat.
As the NBA-commissioned January 2018 KPMG Diagnostic Review of Financial Management and Reporting Process (“KPMG Report”) states, “currently, the elected NEC officers have significant administrative involvement in management activities such as financial control, human resources and recruitment, and staff training . . . The elected officers, who are part-time officers are challenged with overseeing and managing the operations of the Secretariat while also playing crucial executive leadership roles in their primary law practices”.
The NBA operates the Town or Village Union leadership model similar to an Ibibio, Annang or Efik Peoples Union where, illustratively, officers for the running of the unions are elected from the membership. Those unions with their limited membership and activities have no need for executive management; their books and records, as rudimentary as they usually are, are maintained by the elected part-time officials. The budgets and activities of those unions are nothing compared to the income/expenditure budgets, let alone, the activities of the NBA. Without a doubt, the NBA of 2018 has outgrown the 1960s Town Union leadership model that was used in the early days of the Association when our membership was small and our activities and budgets not as sprawling.
According to the Association’s website, today, “the NBA has a membership of over 105,406 lawyers active in 125 Branches across the 36 States, including the Federal Capital Territory. It is organized into three Practice Sections, eleven Fora, and two Institutes, all supported by one National Secretariat”. That is a far more complex Association than was envisaged when the current Town Union leadership model was designed for the NBA. The operational complexities of the Association in 2018 justify the delegation of day-to-day operations and management of the NBA by the elected part-time National Officers to an executive management team made up of suitably qualified, skilled and experienced full-time personnel.
The elected part-time National Officers would not be out of job thereby. The efficient running and operation of the NBA at the national level will still remain their responsibility – in the same way that boards of companies and institutions retain primary responsibility for the efficient running and management of companies – save that the elected part-time National Officers will delegate as much of those day-to-day operational functions to the executive management who will report directly to the elected National Officers and be supervised by them. The elected National Officers will provide the policy direction and roadmap for running the Association. That way, efficiency and corporate governance would be entrenched in the operations of the Association and the elected National Officers could still rightly claim credit for the successful operations and management of the NBA and, conversely, own up to the failures thereof. The elected part-time National Officers will in turn report to NEC (National Executive Committee) made up of the Branch officials and co-opted NEC members, not any different from the reporting line between the Board of any organisation and its shareholders, except that, in the case of the NBA the reporting would be done quarterly during NEC meetings.
The fourth organ of the NBA at the national level that we should institutionalise would be the Standing Committees. Standing committees, unlike their ad-hoc counterparts, attend to specific recurring issues and generally assist the elected NEC officials in the formulation of policies relating to the Committees’ specific areas of focus; where required and necessary and always at the instance of the elected National Officers, the Committees may also assist in supervising the implementation or execution of such policies, after their adoption and/or ratification by the elected National Officers and/or the NEC. The number of such standing committees would traditionally depend on the exigencies of the organisation or institution, at any given time; the numbers, in any case, are not usually static or fixed.
Illustratively, the NBA could have a Standing Committee on Constitution Review with primary responsibility for periodically proposing required amendments to our Constitution based on new and prevailing trends and developments e.g. the issues in my current Reflection series. On the governance front, the Association ought to have, amongst others, a Finance and Audit Committee that would work with external advisers, inter alia, to entrench internal control policies and procedures in the Association and work with elected National Officers in ensuring absolute adherence to these policies and procedures. By their very nature, standing committees and their records constitute institutional memory for the Association. In order to retain, enhance and transmit such institutional records and also create a succession plan within the Association, the membership of the standing committees could be staggered in a manner that ensures that the tenure of the members overlap, and do not all expire at the same time.
I must enter a critical caveat here on the constitution of committees generally: given our penchant for patronage and reward systems, we must resist the temptation to proliferate the number of standing committees and their membership. That would be counter-productive and wasteful. The elected National Officers who have responsibility for constituting committees must, prior to the constitution of any committee, conduct a needs-analysis and be convinced – and also be able to convince the general membership of the Association whenever the question is raised – that there is a need for any such committee, standing or ad-hoc, and that the constitution of the committee’s membership is justified and prudent and definitely not wasteful or sprawling in size.