Borodo:  Managing Shareholders is the Most Critical Responsibility of a Company Secretary

In this interview with select journalists, the outgoing Company Secretary of FBN Holdings Plc, AlhajiTijjaniBorodo speaks about his experience working with the group and expectations of the incoming secretary, among other issues. Peter Uzoho presents the excerpts:

 

It’s been over two decades of working for the bank, transiting from the First Bank into the Holding company, how would you describe the journey?

 

It’s almost three decades. It’s been an interesting journey particularly talking of transition from First Bank to FBN Holdings. Perhaps from the beginning I was working with the Kano State government as the Director of Public Prosecutions.  Then in October, 1988, I moved to First Bank from Kano State as the Regional Legal Manager. I was in Kano for a couple of years before I moved to Lagos as the Assistant Company Secretary, so that’s where my company secretariat career really started. First Bank then was a public company where it had all the shareholders and all the subsidiaries. So I started there as the company secretary till it got to a situation where in late 2010, the directing minds of First Bank Group decided that we cannot continue to run all the businesses that we had under First Bank.  That we’re going to have a Holding Company. I was the secretary of First Bank, so I midwifed the creation of the Holding Company. I was thinking that when we finished with the creation of the Holding Company, I was going to move out to do other things not knowing that by providence I was going to continue to be the company secretary of the FBN Holdings.

And that was really the public facing entity for the whole totality of the First Bank Group, and of course, that was where the shareholders are – the institutional and the retail shareholders. And arguably, as the company secretary, one of the key responsibilities is to manage the shareholders. And so, if the shareholders I have been managing in First Bank have migrated to another vehicle (FBN Holdings), it didn’t make much sense for me to stay back in First Bank knowing that there was no role for me to play there. And because one of my critical responsibilities is to manage those shareholders and if they have moved to another vehicle it would be difficult for me to stay there at First Bank. So you can just see where the transition came – how I joined the First Bank Group; the Company Secretary in First Bank, and then, when we had the Holding Company where we are now.

 

People who have followed your career will marvel at how you have handled all of this very smoothly. How did you cope within this 30 year period – family on one hand, responsibility of the bank on the other hand, and the shareholders which is another critical stakeholder group you must have had very difficult time trying to manage?

 

Cope is the word you used which I agree with you.  It was coping but the most critical thing for me was that I enjoyed it.  You know one of the most critical things that I always wake up with in the mornings –the kind of things that keep me going, is that I have passion for my work; and not only do I have passion I also have a sense of satisfaction. So these are the kind of things that keep me going – the satisfaction I get at the job and the passion I have for it. But of course, as you said, there are challenges – family, society and the job itself.

For family, I came out of a polygamous background – about 23 of us, close to my father; I’m about the number 10. So you can see where I was in the family.  That’s the kind of family I came out of and we had values from the late old man – integrity, hardwork and, above all, religion. You make sure you go to school, you must have integrity; you must be committed to whatever you are doing and, above all, the hand of Almighty God has been upon us; and I think this family value of a thing helped me through the thick and tin of my career.

Also you find that we are talking about different stakeholders. When talking of stakeholders we are not only talking about the shareholders; and for the businesses that we run we are talking about stakeholders because it’s beyond the shareholders. When you say stakeholders, you are looking at even the environment that we operate because we have a responsibility to our environment; our employees, the shareholders, the business associates. So you can see that it’s a multitude of people, and managing these things has not been an easy thing. That’s why I said the most critical thing is the passion and the satisfaction you have on the job. So when the challenges come you face them squarely.

 

How did your transition from a public service man who has risen to a position of a director to now a banker happen?

 

It’s a very interesting question. There is providence, because before I joined the First Bank, I had offers to go to another bank with a colleague of mine who has been my childhood friend through the university, who is working with the ministry of justice. So there were offers to go to another bank and I told him I’m not going to another financial institution, that if I finish working in the ministry of justice I’m going to set up my practice why he goes to that bank.

So he went back to an uncle of us who brought the offer and told him what I said.  So that’s why I said it’s providence. You can see me now, leaving public work to private work for another 30 years. When I moved into this public thing, of course, there was a shake in terms of focus, in terms of work responsibility, but prior to that I think I had one of the best privileges as state counsel. I had senior counsels in the ministry of justice who were there to handhold you, show you the rudiments of the practice – solicitor’s work, advocacy. So we had that in the ministry of justice.

So it’s a sort of training you and guiding you in terms of growing, in terms of responsibility, in terms of leadership. And by the time I left the ministry of justice, I was already the director of public prosecutions, and arguably, that time, Kano State had the largest criminal cases next to Lagos State, and you can imagine what that was.

Really I had that privilege and I was supposed to be a senior in the ministry. I made sure that before I left for any environment there are certain values I need to take there. So when this offer came I struggled, but when I made up my mind to go I made some consultations with the family and some of my seniors and that was it.

 

During the transition from First Bank Group to FBN Holdings, how were you able to manage the shareholders?

As I said earlier on, it is this same shareholders who are the shareholders of First Bank of Nigeria Plc that are the same owners of that business, but because the directing minds said now we are going to go into a holding company where all the shareholders are the owners of that holding company. Meanwhile this Holding Company is the owner of First Bank of Nigeria Limited, a private company; the Insurance, a private company; the Merchant Bank, a private company. So if you are the shareholder of FBN Holdings and FBN Holdings is a shareholder in all of these, indirectly you are the owner of all these businesses. So effectively, when you are talking of transiting with the shareholders I sort of transited from First Bank Nigeria Plc with them to form the FBN Holdings Plc with them.

 

When you joined First Bank from the ministry of justice did you feel the usual anxiety of someone joining an entirely different work environment and ethics? Did you ever wonder whether you would cope with the job?

 

It’s a natural thing and bearing in mind that I was in the public sector. I respect the public sector, I’m a product of it, and I have respect for it. There are aspects of public sector that when you say you are from the public sector people will look at you in a particular way. So I was conscious of that. And the job I was going into was headhunted, I didn’t apply for it, there was a vacancy and I was sought out to come and do this job. So I had that feeling that I would measure up. And for the person who did the headhunting to insist that I must come, I also felt that there was something I could offer. One of my mentors, late Justice Mohammed Bello believed I could do it and he insisted that I should do it. I made consultations and I was encouraged to go and do it.

 

In the course of your career you must have worked with many MDs and Chairmen of the bank. Can you describe your experience working with them?

 

In First Bank and up till now I’ve worked with 10 different Managing Directors. And I’ve worked with six or seven Chairmen. Why I said six or seven is that our group chairman, Oba Otudeko was the chairman of the bank and I worked with him then. He was the sixth chairman of the bank I’ve worked with. When we moved to FBN Holdings, he wore a new cap – the chairman of FBN Holdings. So effectively I will say I have worked with seven chairmen because this is a new company. So I’ve worked with 10 MDs, maybe up to 80 directors, you know members of the board come and go. So it’s been really an interesting thing. But the most critical thing is that I’ve learnt much more early in my career in this company secretariat that this work is about people – its people, people, people. And if you look at it, we’ve talked about shareholders before, now we’re talking of directors, we’re talking of stakeholders.

 

You’ve spent closed to 30 years here and also some time at the public prosecutions. Would you say you’ve missed anything from the period you stayed at the public prosecution, the life you had in public service and the life you have here. Would you say you’ve walked away with that career part that you were building, that one would have loved you to continue with at that trajectory?

 

Honestly, no regret. You know I told you that what I wake up with is the passion for the job and the satisfaction. When I moved into this building there were people who believed in me and said I should come and do it and out of respect for them I accepted. So by the time I heard them here and there, I felt it was something I should come and do. But I’ve also said that if it was something that I’m not happy doing I would think for a while and thank them and leave. But you can just see now. It’s been quite rewarding.

 

What is the family front like for us?  

I have a wife and four children – four boys, and they’re not boys anymore, they’re big men now. The first one just got married last year. The eldest one is Ahmad, the second one is Isa, and incidentally, I joined the First Bank Group when Isa was born –October 3, and I came into the bank the same October. And then there is Bashir and Umar Farouk. Umar is in the 3rd year in the university, others are graduates, so I call them men.

 

How has it been for the children looking at what your schedule in the bank would be like – coming here early, closing, and still go back to transition this discipline you talked about from your father to them. Did you think you had sufficient time to instill that kind of discipline and values to them considering the fact that they were male?

Well, to be honest with you, I should have created more time for them but my consolation is I have this wonderful wife who was everything to all of us. At times, I would come back from work, and I would find them in the garden playing football. She is a female, she had her own career, so when the children were playing football, she also was playing with them, then I would come and join them and things like that.

But the most critical thing is that just as I got from my late father, I kept on telling them that there are certain three things that they should hold. One, whatever you do you must do it well. You should not be found wanting whether in school or wherever you are working. And then, two, there must be integrity. Under no circumstance should you be found wanting in integrity. And the third bit of it, of course, is the grace of Almighty God, the religious upbringing. So these critical things I learnt them from my father when I was small. And any day, anytime, anywhere I have opportunity I talk to people I tell them that these are the kind of things that I’ve seen carry me through – the grace of the Almighty,  the faith in the Almighty God, and then, commitment, dedication in whatever you’re doing; and also integrity.

These are the bits I had been telling the children till they got to the big boys they are now and I’ll always suggest that to anybody.

Can you share with us some of the things you missed about this brand. Are there things you would have done differently?

I think part of the things I would say I’m going to miss is the family that First Bank is. But I’m still part of the family. I’ve seen people who have left the last fifteen years and they are still part of the family. You see I’ve spent more than two decades working in this building. So you can imagine working for 20 years. Every day you are going to work you pick your back and go to that place unless you have travels. So it’s something that’s just part of my life and I know there is time to move on. So over two decades in this place is something I’m going to miss but I’m really ready to move on. On what I would have done differently, honestly I’m a bit rush. Maybe I should have done a little more listening but as I matured more and more I became more and more of a listener, and I think it’s something that comes with age. There are people who by nature are listeners but by my nature I’m just the talking type, the outgoing type. So I believe that as I became more mature I listened more and more. So I wish I listened much more.

 

Do you think your successor would be able to keep to the values that FBN Holdings is known for? Will he be able to measure up with the demands of his job as the company secretary?

This is a very valid question. I can say that this is my life; It’s a 30 year career thing and you want to walk out of it. I’m really interested in who comes in here when I leave. I’m really interested in that when I leave whoever that comes in here keeps to certain things that have kept this institution going in terms of our values and our culture. I’m really interested in seeing the person come to continue with this. Without being technical, if you look at the company it revolves around a tripod. There is the chairman of that company; there is the MD or CEO and then there is the company secretary. So if there were things that I’ve done to have worked with all these number of chairmen and MDs to get to where we are now, I’m interested in who comes in to take over and act on it and improve on it.

So we have gone through a very rigorous process to get my successor –involving external consultants, board committees and processes. So I’m very confident that the person coming to take over from me is not a novice, he’s a consummate practitioner which I believe has had his own experiences.  So I’m confident that he’s somebody that when he comes in he will continue with this. He has his experiences and I’m sure he’s going to continue with the values that we have here. When I talk about the values, it’s about the institution. So if you have values through an institution anybody that comes in will carry on with them.

He’s coming from another place and these are the things that have kept us going and the chances are there. The rigorous process that we have is what has kept us going for almost 230 years. So I want to believe that that gentleman will come, bring his own experience, his own front and get into our own system with the values and carry on.

Finally, what do you need to tell the entire staff of the institution including your successor about the ethics of the institution that has kept you going all these period? And then, are you going to activate that plan you had before providence brought you here or you’re going to be seeing a different journey after this one?

 

Honestly, I’m going to activate that plan with some amendments. Why will I say this? You see, I’ve been called to the Bar since 1980, so that’s why I said I was going to continue with my legal practice job.

So much water has gone under the bridge. I’m not the same person anymore. I’ve seen so much, I’ve learnt so much, and so much has shaped the kind of person I’m going to be. So certainly yes I’m going to go back into the private practice but not the kind of practice that I had in mind that time.

I want to believe that I’ve gathered a lot of experiences in this particular aspect of professional legal practice – corporate social services. I intend doing a bit of talking; business schools; corporate governance and ethics; and also share my experience as part of the legal practice I’m going to do. Also the legal practice I’m going to do will be a specialised legal practice – company secretarial practice because I’ve done so much on that; and it’s something I think will keep me going and I’m interested in that.

And then the other question about the younger ones. You see, to me the critical thing about banking is trust. That’s the key word (trust). So what I will urge the younger people, is to keep the trust given to them. You’re talking of a bank; you’re talking of a valued company; you’re talking of business. Whatever anybody entrusts to you is a trust, keep it. That’s my key word to young people working in the banking industry. Also hardwork, faithfulness in the Almighty God; and create time for family life and other things.