Compliance and legal adviser | May & Baker Nigeria
Mabel Nwanosike
Compliance and legal adviser | May & Baker Nigeria
What are the most significant cases or transactions that your legal team has recently been involved in?
The legal team has been involved in several significant transactions recently, including the structuring of financing and joint venture arrangements with multilateral institutions and international companies. The multi-million-dollar project for local research, development, and manufacture of vaccines in Nigeria was notable amongst the transactions. The local manufacture of vaccines had been a primary policy objective for the government for several years. The need for the project was emphasised by the COVID-19 pandemic, which has led to a massive global loss of lives, including in Nigeria. Following the selection of my organisation to partner with the Federal Government of Nigeria for vaccine production, the legal team have been involved in the various legal documentation that underpins the joint venture arrangement.
The project aims to make hitherto imported vaccines, particularly for diseases that disproportionately affect the country, readily accessible and easily affordable. It would support a healthcare system at a local level struggling with the availability of vaccines against the backdrop of an ever-increasing population and a higher disease burden. The project provided an enormous learning opportunity and required resilience from the team. One of the challenges we faced was issues affecting the project arising from government and government policy changes. We were able to devise a means to overcome these hurdles.
How do you see the role of the general counsel evolving in Nigeria over the next five to ten years?
The general counsel role in Nigeria is widening and embracing various dimensions, mainly because of different regulatory changes. Several general counsel oversee the compliance function in their various organisations. With the recent requirement by the Securities and Exchange Commission of Nigeria for mandatory reporting by quoted companies on the effectiveness of internal control over financial reporting, general counsel of public companies are now required to work closely with the finance and audit functions to ensure the effectiveness of internal controls over financial reporting and compliance with the regulatory requirements. Sustainability reporting is another new development in the role of the general counsel in Nigeria. The Nigerian Exchange, NGX, have emphasised the sustainability reporting requirement in recent years, and the general counsel role has expanded to accommodate this additional responsibility. The general counsel has a vital role in contributing to defining and implementing the company’s sustainability strategy and reporting. In my organisation, the role of general counsel covers legal work, compliance, governance, and sustainability. This has required cross-functional working with different business units on ESG issues. I believe with the ever-changing regulatory environment, the role of general counsel will continue to evolve beyond its traditional legal outlook.
How much influence do you as a general counsel have on the diversity and inclusion policies of your organisation?
I have contributed significantly to designing and implementing the diversity, equity, and inclusion policy in my organisation. My role as general counsel includes advising the board and management on governance-related issues. Before I joined the organisation, its approach and commitment to diversity, equity, and inclusion were not formally set out in a single document. Following my presentation on the issue, the legal team drafted a diversity, equity, and inclusion policy in alignment with the best practice recommendations in the Nigerian Code of Corporate Governance 2018. The policy document states the organisation’s commitment to promoting diversity in the workforce and the board of directors across various attributes, including gender, culture, knowledge, skills, experience, and other areas.
My organisation has made significant strides in the attainment of its diversity goals. Women represent 33 percent of the board members. This diversity performance exceeds the minimum requirement of 30 percent female representation in corporate boards. My organisation is fully committed to creating enabling opportunities that would support the inclusion of more women in the leadership structure of the business.
In my role, I regularly monitor the implementation of the diversity and inclusion policy, ensuring a continuous review of our diversity targets and their attainment in line with global best practices.
How have you attempted to bring the legal department closer to your business colleagues?
My team’s goal is to ensure that we are seen as a valued partner in the business and not just as a cost centre. We strive to speak the same language as our internal clients by constant engagement through multiple channels to understand their needs and make valuable contributions to achieving business objectives.
The legal team ensures that individuals making decisions at every level and function in the organisation are suitably informed about their level of inherent legal risk. We provide holistic legal advice to the various business units to achieve this.
Given our proactive and preventive strategy for dispute resolution, we encourage regular dialogue between the business units and the legal team and have developed a red flag system, which prompts the departments to engage the team at the earliest indication of the development of a legal issue to ensure prevention or a quick and amicable resolution.
We conduct regular in-house training on relevant aspects of law and regulation to foster sound decision-making by the business. We also have quarterly briefings to remind the business units of the functions of the legal team in the organisation and the many ways we can support them.
We support the units at every contract stage, from negotiation to monitoring.
The legal team also plays a crucial role in protecting the organisation’s intellectual property. The team sits in the meetings of the new product development committee. It works closely with product managers to protect our intellectual property assets and monitor the market for potential infringements.
In realising the legal department’s goals to minimise legal risk and costs, reduce litigation exposure and ensure compliance, we will continue to find ways to ensure effective engagement with our business colleagues.