Tunde Ayeni, managing director/chief registrar, Union Registrars sounds like a highly experienced curator as he tells the story of Nigeria’s foremost registrars to our money editor, OKEY NWANKWO, and LAWRENCE OLATUNJI during an incisive interview in Lagos. At 5o years, the burgeoning company could be seen as a relic of Nigeria’s journey so far in capital market development. He was frank, revealing and the facts are ebullient economic development history. Excerpts;

What are the basic functions of Registrar
THE Registrars basically is an extension of the company secretary’s office in any company. What they do is to actively manage shareholders’ interest in the various companies they have equity investments, we update the register of members, we keep their registers, we manage correspondence with shareholders, we manage distribution of benefits to members of the family, we conduct AGMs and any other meetings including EGMs of companies and providing a means for raising capital when there is such a need. We collate returns for the recipient and present an allotment which is approved by the board of the department in order to have a rational way of inviting members into the company. Also when there is an exit that is proposed, we also make sure that interest is transferred from the seller to the buyers.

Union Registrars has been active in the industry for over 50 years, what are the secrets that keep you going
Union Registrars is the first share registration company in Nigeria. It started as a department of Barclays Bank in 1959. In our usual style, we were 50years last year but we did not celebrate it, it is part of our style in Union Bank. We don’t make so much noise about such things. We had an advantage starting first. There used to be about four Registrars of companies, it has grown to over 30 today: starting first gives us an advantage in the sense that most of the multinationals came from off-shore and could identify with an institution that was established from a parent group like Barclays Bank.  We used to be the registrars department of Union Bank until 2005 when Union Registrars limited was established as a full subsidiary of the bank. So, we have the experience, we are like 3rd generation share registrars now and the ones who started has left, another group took over and now we are like the 3rd generation. We developed the market together; we preceded the Stock Exchange and even the SEC in terms of histories. So, we have been there from onset and we are actually looking outside to see how we can further develop the market.
Again integrity is key and we count on that so much. For us is not just about being a stand alone registrars, whatever it is we do reflects positively or negatively on the group and we are conscious of the pedigree of the group, so integrity, being pioneers, knowing the business and trying to bring in the best practice from the global market has helped us in maintaining some degree of leadership

Union Registrars has opened branches across the nation, what is the reason for your branch expansion
Union Registrars has the largest branch network of any share registration outfits. We have 19 branches outside  Lagos State. With the head office we have 20 physical locations. We recognize that also as much as we understand e-initiatives, we try and globalize and have service options that are not necessary personal. Many of the things we do still require the shareholders to physically see us. For example, we want to establish a shareholder’s identity even he sends us an instructions on-line, we will still need him to sign the signature. We try to look for convenience of serving the public. That is what informed the branches. In fact, SEC, the regulatory body that oversees registrars actually supports it and encourages registrars to open branches outside of Lagos. It gives us convenience in terms of our services, it also gives us flexibility to handle our corporate accounts anywhere they choose to have their AGMs.
For instance, I am not scared that you tell me you are going to have your AGM in Yola, we are present in Yola. For us, beside the fact that it makes it easier for us to service public, it also makes it easier for us to service our clients, the corporate accounts. Let me also say that besides the physical locations, we are also pioneering quite a number of things that will give further convenience without necessary having to visit our locations. One of it is the Web –Portal. Our Web portal has some unique features. The very first time in the industry we are going to have an instant messenger service on the Web Portal. So within our working hours we are on-line; you see a green light that shows that we are on-line, so you log in, type in your enquiries you get instant questions because there are two, three, four people waiting at the other end to query the database and give you an instant response. That is novel in the industry. The second one is that we have created a facility to handle life broadcast of AGMs. You log in on to our web-portal, you click the AGM live streaming and you can view it live. It does not matter whether you are a shareholder or not, you can actually see what the proceedings of the AGM.
The second that is most innovative thing is what we call the M-Register.  Technology is going mobile.there is a UN statistics that shows that only 1.5% of the populace in Nigeria has internet access. For this the industry has focused on e-initiatives, e-dividends e-lodgings etc, we also think outside the box, what we have done is to create a mobile platform such that once you have a secured mobile line what we do is that we register a line and associate it with the shareholder and so we can take instructions and enquiries from that registered line. When you text an sms to confirm your registrar address for example, the whole noise about unclaimed dividends, everything is probably due to the fact that many people change addresses and they don’t notify the registrars. So, with an sms, you can easily confirm registrars address and read our database. There is an instant response to say this is your address and this is why you are not getting your dividends and come to any of our physical locations and do a change. When you want to know if you have unclaimed dividends, for example, you sent a text saying “unclaimed dividends Guinness” and you also query the database. It will not only tell you that you have, it will also tell you the warrant number and the value and then  tell you that within 3-working days, pick in Lagos and if you are calling from outside Lagos, pick within 7-working days. We believe that this gives us a chance to address the concerns about those who have unclaimed dividends, certificates, this is what we consider to be next phase of technology that should bring a benefit to the market. There is a lot of sensation around unclaimed dividends. Sometimes, there is a perception that registrars consciously don’t want to send dividends warrants or sit on it, make sure is unclaimed
That is not the issue. I highlighted one of the problems that generate unclaimed dividends; that is Nigerians are mobile and they don’t consciously remember to inform either their banks or their registrars or whatever that they are changing addresses. I could show you tons of mails that come in on regular basis, things that have been sent and returned unclaimed. What do you do in that situation? All we have with the registrars is the physical address. The next year we will print the warrant again and send to the same address because as far as we are concern that is the last known address. That is why a solution like what we are introducing will address the problem of unclaimed dividends. The second thing is that quite a number of our shareholders have savings account and many banks don’t accept warrants to be paid into a saving account. So when you send it, the man is probably not in a formal sector where he can provide the requirements of banks to open checking accounts. So, he keeps pilling it up and if it’s not significant, he does not bother. That is another angle. The third angle have to do with the fact that even now our postal and address systems are nor very efficient. You get to some places the street names or the street numbering alters, you see old 27, new 35, so which one is registrars suppose to take? In some other places, some number doesn’t exist or you take a document to a house and there is nobody to collect it, the courier company returns it having tried so many times and comes back to pile up. These are some of the problems. So, it is very simplicity when you just talk at the surface and say it is registrars inefficiency, it is just that the system itself is not just friendly. The same problem applies to dormant account.
So as an industry group there is a study we have done extensively. The institute of capital market registrars for example , one of the things we thought of recently is that may be we should centralize the database of shareholders so it does not matter , if my address is not correct on a global data base we can check may be there is another address. We are reviewing our strategies, we are also conscious that is the value that is us that we need to pass on to the beneficiaries.


What is happening to Dematerialization
Dematerialization is a concept that says we should go paperless in terms of a proof of shareholding. We don’t have to carry a certificate. The stock of certificate in the system currently will be transferred as electronic records. It is a very nice concept, now that CSCS was promoted in 1997, the idea was that within ten years we are going to go ‘dematerialized’, more than ten years after the fact we have not significantly achieved it. It has to do with the level of sophistication of the average investor because it also has to do with the access to technology. If for example, we go dematerialized there is a shareholder in a village, how does he even begin to access his shares? It reduces flexibility because you must act; you must have access to some kind of technology that can assure you that the holdings are somewhere. I think with the increasing awareness and increasing penetration of technology, it will become easier to go full-scale. I know that some percentage of shareholders no longer have means of verifying their holdings. So, it is a concept that is good but I doubt if we are completely ready to take it off.

What impact did the Restructuring at SEC and NSE have on registrars
We have seen recently that SEC in particular which is a direct regulator for registrars business is more conscious about oversight activities and also more conscious about enforcement. It is good for the industry. Frankly, you will see that the industry to some extent was not as regulated as we are having now. We have always had laws; I don’t think that it is dearth of legistilature or rules that actually had caused some of the recent experiences we had in the Market. It was the enforcement of these rules. However, I must say that as a practitioner we are also not looking forward to a situation where a regulation is taken to an extreme. So far so good, we see quite a lot of balance in the way they have addressed the issues. What we are particularly advocating as practitioners is that there should be continuous engagement, there should be various fora at which we deliberate and conceptualize implementation of rules and regulations and allow people giving their opinions in an organized ways so that We don’t have regulations that are un-enforceable or that should impact negatively either on the practitio0ners or just exist on paper and not been taken seriously.

Did the Economy Melt down have any effect on registrars
Certainly, it has impacted quite negatively. We make money when there is activity in the market, when new issues are been brought and for example the banks recapitalization in 2005 and 2006 was a beautiful time for all market practitioners. Many issues were brought; we had the privilege to handle such issues. So the economy meltdown has really slowed down the tempo especially in the primary market. Besides one major offer   Oando and AIT issues recently, we have not really seen much in terms of sizeable equity issues. The activity in the bond-market much as it is good is not been as quick to the market as equity issues are. The bond issues process is carefully regulated and monitored and it takes quite a lot of time before it gets to the public. So, we have seen that there is a slow down in the primary activities and even in the stock market. The volumes have decreased, activities on our registrars have decreased, our sales have decreased, if you look at our last result there was actually a decline compared to the previous year and I am sure that reflects in most financial institutions. Declines are possible, so, there have been a negative impact but we believe that we have a platform and we have a basis to be optimistic, to look forward to the future.

Who is the Man Tunde Ayeni
My name is Tunde Ayeni. My background is in the sciences; my first degree is in industrial Chemistry, then Masters in Research Administration. I am also a qualified stock broker. My working experience has been as diverse as my academic background. I have worked in manufacturing as a production Chemist. I worked in sales as a sales representative. I worked as a stock broker and also had the privilege of 2yrs experience with the major multinational Oil and Gas Company as a treasury staff before I came back into stock broking and share registration. My passion for the capital market goes back at least 18 years and I practiced actively in the market. I believe that we still have a long way to go in the market. I believe that we have not even scratched the surface as regards the opportunities by the virtues of the economy and their markets. So, we are pro-actively always looking outside the box to bring in best practices. Here in order to develop our market. In an economy like ours with the population of 150million, it is still very sad to that the population of the active investors as captured by CSCS is still less than may be 5Million. So you see that there is still quite a lot for us to do as market practitioners and that is actually one of my focus to see how we can contribute to develop this market and to make it grow so that wealth is better distributed. This is actually what I have done so far.