By Chukwuma Umeorah

The President/Chairman, Institute of Capital Market Registrars (ICMR), Oluseyi Owoturo, has declared that the process of onboarding investors at the NGX remains combersome and discouraging and needs to be simplified as it in other climes.

Close to this challenge is the absence of a unified identity system.

Owoturo is also worried that despite the number of initiatives taken by the Securities and Exchange Commission (SEC) to stem the rise of unclaimed dividends, the issue has stubbornly persisted. With the substantial amount of unclaimed dividend peaking at N210 billion, market stakeholders have expressed concerns, stating that this could be detrimental to the growth and return of confidence to the capital market especially investors who suffered losses during the global financial crisis which occurred in 2007-2008.

Shareholders have continued to lament and have accused registrars of being behind the loopholes in accessing their unclaimed dividends, an accusation Owoturo strongly denies.

In this interview with Daily Sun, Owoturo speaks on the major landmarks achieved by the ICMR, challenges faced, youths’ participation in cryptocurrency rather than the capital market and solutions to addressing the rise in unclaimed dividends.

Excerpts:

Role of Registrars in the Capital Market

Our role goes beyond just paying dividends as some people may think. We are a trust service that deals with governance and compliance. Registrars serve as a primary point of contact for shareholders, providing assistance to ensure a positive investor experience that supports the efficient functioning of the market. Some of the key functions of Registrars include share registration, dividend management, corporate actions and assisting companies to execute strategic initiatives among others.

ICMR’s major achievements

One of our major achievements is the Electronic Dividend Mandate Management System (E-DMMS). As far back as 2015 we started working with the Securities and Exchange Commission (SEC) and Nigeria Inter-Bank Settlement System (NIBSS) to streamline the process and eliminate the stress shareholders go through in claiming their benefits. That gave birth to the E-DMMS.

Interestingly, it was viewed as a SEC accomplishment even though it was our idea. We did not have a problem with that though since SEC was very supportive coupled with NIBSS bankrolling the development of the portal and all of that.

Subsequently, the adoption of the BVN and the NIN as a unique identifier for investors in the onboarding process helped to significantly reduce the level of fraud in the system. 

Despite inherent challenges, today your average Registrar has a portal where you can check dividends, submit documents and so on rather than going to the offices of the individual Registrars. All these can be done from the comfort of your mobile phone or computer.

Speaking about some of our other achievements, today, we ensure that every practicing Registrar in the country must complete a certification program to ensure that you have the requisite knowledge and that we have only the right professionals managing the processes. 

Challenges faced by Registrars

Like other businesses, we are not immune from happenings in the larger economy. Our challenges include limited profitability due to the dependence on transactions created by banks and issuing houses. This is because as Registrars, we do not create transactions, we only aid them. However, our members are getting more creative. Some are now into tech and company support. For example, Coronation Registers and African Prudential have an innovations team that creates bespoke solutions, while Meristem has a probate service. People are trying to be innovative around creating additional value.

Another challenge is the absence of a unified identity system. Our identity management systems in the country do not talk to each other. Some investors bought shares several years ago, when there was no BVN, or NIN. The only data they gave was their names and physical address. And this same person, after so many years comes up to say ‘I am Mr. X, we need to solve the problem of identifying him. 

Our business is a trust service, and we need to know exactly who I am dealing with else it becomes a significant challenge. However, the SEC has a committee on Identity Management working to create a unified system for the capital market. It is ongoing and needs to be expedited. 

Another challenge is the process of on-boarding investors. In advanced countries, with your national ID card, you can open a brokerage account and start trading. But here in Nigeria, it is not as smooth. For example, a capital market operator that has a Registrar, Stockbroking, asset and wealth management, trusteeship; I open an account for one of these services, using the required documentation and then when I want to open another account for a different service in the same company, I am asked to provide the same information I gave earlier. Why can’t you just take the previous information /data I provided. If we remove these barriers, we will have a lot more participation because people can come in and go out easily. 

Additionally, Registrars are not well remunerated despite the enormity of the work and the risk that they take. The fee structure in the capital market needs review to adequately compensate Registrars for their services. 

Youths’ participation in crypto assets rather than the capital market

Although if you remove all that sentiment, there is still the problem of the ‘get-rich-quick’ mentality of our youths. However, the capital market is not gambling neither is it a get-rich-quick scheme. Investments take a long time to yield substantive gains. There are companies who have yielded more than 5,000 per cent returns in the long run.

But we should focus on removing barriers to entry, improving transparency, and educating the younger generation on the long-term benefits of investing in traditional markets. The market needs to be as active as the banking industry, especially with the emergence of fintech and how easy their entry and exit procedures are. Part of what will make that dream work is a unified identity system.

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Unclaimed dividends

Currently at over N200 billion, unclaimed dividends remain a concern, but it is important to note that it’s not solely the responsibility of Registrars. The accumulation of unclaimed dividends is attributed to various factors, including the age of companies, incomplete records, and challenges with identity verification. Companies that have been in existence for many years may have accumulated unclaimed dividends due to paper-based transactions and changes in shareholder information over time.

For example, MTN, a newer company with complete electronic records, has fewer unclaimed dividends than older companies like First Bank, who have existed for over 130 years and used paper-based methods for their public offerings.

Will unclaimed dividends ever be zero? NO, it will not, because there will always be an issue in the pipeline. But a more realistic way to check unclaimed dividends is to check the volume in contrast to total dividends declared and how much was claimed. Today when MTN announces dividends, after 3 months less than 2 per cent remains unclaimed. Juxtapose that with First Bank because the dynamics are quite different. And every year that company declares dividends, it adds to the volume of unclaimed dividends.

Addressing unclaimed dividends

This allegation that Registrars are responsible is incorrect. Unclaimed dividends are a global issue, not unique to Nigeria. Accusing registrars of hindering dividend claims is unfounded. The SEC would revoke the license of any registrar engaging in such practices. By law, registrars transfer 90 per cent of unclaimed dividends to issuing companies after 15 months, retaining only 10 per cent for late claims. Therefore, registrars hold a small fraction of unclaimed dividends. This disproves the notion they are the main cause of the issue.

Addressing the issue of unclaimed dividends requires a multi-faceted approach that involves regulatory reforms, technological innovations, and investor education initiatives. Even after doing all of that, if people do not come forward, the issue of unclaimed dividends would linger. The person who has the dividend would have to initiate that process.

Sensitization

This has its own risks. There are cases of conversion where people come to claim accounts that do not belong to them, and they do this fraudulently. On the SEC E-dividend portal, only the names of people with unclaimed dividends are published without the amount. This is to dissuade people with fraudulent intentions. Even at that, there have been concerns about the violation of data protection.  In essence there is a need to strike a balance between transparency and data protection concerns, because when there is a problem, the security agencies would come for the Registrar.

Registrars’ role in banking sector recapitalization

Registrars continue to improve their capacity using technology. We understand the enormity of the challenge, hence we are very prepared.

Part of the challenges we have in the market now are those people who bought shares around 2005/2007. Many people at that time did not even know what they were buying. So, for this bank recapitalization exercise, we have to be careful how we sell these offers to the public. They need to know what they are getting into.

FG role to boost capital market growth

The ICMR’s priorities include increasing listings, improving infrastructure, and enhancing investor education. We urge the federal government to list state-owned entities like the NNPC and create a conducive regulatory environment to spur market growth. In addition to increased listings, the government must improve in providing essential infrastructure such as electricity, security, and roads. Empower more people and you would see the effect on companies that produce and provide basic essentials irrespective of the sector they belong to. These companies would in turn pay more taxes because of increased patronage and revenue thereby adding to government revenue sources. The people are the real economy. It is not that the government does not know what to do, it is a question of the commitment to do these things to create the multiplier effect that we want.

Awareness

The challenge is not education or literacy. We have very knowledgeable professionals. The problem is the operating environment, particularly the legal and social system. For example, if an operator does something wrong, the regulator moves to sanction them, but that operator calls someone high up in the system who then calls the regulator and asks that it waive off the sanction. Until there are consequences for actions, no matter how knowledgeable we are, we will not feel the impact on our system.

Additionally, there is a need to sensitize investors on their rights and responsibilities. In the AGM notice of companies, it is clearly stated that shareholders have a right to ask questions and demand answers, how many are doing that. Some people put their money somewhere without asking how the affairs of the company are run. That is why when a bank collapses, the CBN is mostly interested in protecting depositors rather than shareholders. 

The shareholders should know that by buying shares, they are buying into a risk, hence they have certain responsibilities to ensure the company is doing well.

The ICMR advocates for a regulatory environment that holds operators accountable and empowers investors to make informed decisions.

Cybersecurity as regards investors’ data

Given the diversity of participants in the capital market, from regulators to registrars, stock brokers, issuing houses, banks and so on, you would agree with me that safeguarding investors data across this entire pipeline is a collective responsibility.

On our part, we have embraced technology by adopting cutting-edge cyber security measures in line with best practices. We conduct periodic security audits and penetration tests to identify vulnerabilities within our systems. These assessments help us promptly address potential threats and reinforce our defenses.

And as I said earlier, we cannot do this alone, so we engage with leading cybersecurity firms and experts and I am sure SEC, the NGX and other market participants are doing the same. Of course, ensuring security at all levels would help boost investors confidence and overall market participation.

Beyond these steps, we also try as much as possible to educate prospective and existing investors that their investment information is personal and they should guard it previously. They should be aware that there are people out there with untoward intentions.


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