1. THE ROLE OF THE COMPLIANCE OFFICER IN THE ANTI- BRIBERY AND CORRUPTION BATTLE IN NIGERIA By Prof. Akin Oyebode LL.M. (Kiev), LL.M. (Harvard); D. Jur. (York, Canada) Professor of International Law and Chair, Office of International Relations, Partnerships and Prospects, University of Lagos, Nigeria Paper delivered at the March 2013 General Meeting of the Committee of Chief Compliance Officers of Banks in Nigeria (CCCOBIN), held in Colonades Hotel, Ikoyi, Lagos on Thursday March 28, 2013.

2. Introduction Who is a Compliance Officer? The Roles of the Compliance Officer The Legal Framework for Compliance Officers’ Activities Compliance Officers and the Anti- Bribery and Corruption War What next? BLUEPRINT

3. INTRODUCTION Corruption exists in both the public and private sectors of the economy. What is the nexus between corruption and the financial industry in Nigeria? The Anti- Corruption laws in Nigeria include: ▫ The Constitution; ▫ Criminal Code in the West and Penal Code in the North; ▫ Independent Corrupt Practices and Other Related Offences Commission (ICPC) Act and ▫ Economic and Financial Crimes Commission (EFCC) Act. Is there really an anti- bribery and corruption battle in Nigeria? Notwithstanding the number of legislations enacted to deal with corruption, what is required is the political will to fight the battle.

4. WHO IS A COMPLIANCE OFFICER? According to Thomas Hobbes, law without swords is but mere words, underscoring the importance of law enforcement. A Compliance Officer (CO) is that essential agent in the enforcement of laws regulating the activities of the company he works for and is directly responsible for overseeing compliance issues within that company. The CO is responsible to the Chief Executive Officer of the Company and sometimes the Board of Directors.

5. THE ROLES OF THE COMPLIANCE OFFICER Oversight of the bank’s compliance with applicable rules and regulations; Devising and maintaining appropriate systems and controls of the bank’s activities as a whole; Exhibiting an awareness and understanding of the socio-ethical principles pertaining to the vision and mission of the organization; Conducting and coordinating inquiries and/or investigations as and when deemed necessary; Developing audit controls and measures to ensure that correct practices are established; Responding appropriately if a violation is discovered, including furnishing a report thereof for consideration by management or external agencies; and, Any other matters incidental thereto.

6. THE LEGAL FRAMEWORK FOR COMPLIANCE OFFICERS’ ACTIVITIES Laws regulating the Banking Industry B anks and Other Financial Institutions Act Economic and Financial Crimes Commission Act Terrorism Prevention Act Investment and Securities Act Central Bank Act Money Laundering Prohibition Act

7. THE LEGAL FRAMEWORK FOR COMPLIANCE OFFICERS’ ACTIVITIES (CONT’D) The regulatory bodies in the banking industry( the Central Bank of Nigeria and the Securities and Exchange Commission) also have guidelines which provide a framework for the activities of Compliance Officers. The guidelines are: ▫ Code of Corporate Governance for Banks(CCGB); ▫ Code of Corporate Governance for Public Companies(CCGPC). Article 6.1.1.1 of CCGB provides that the CO should ensure implementation of the Code in addition to ensuring compliance with anti-money laundering activities. Also, Article 32 of the CCGPC provides that there should be a senior level officer who will be responsible for reviewing cases reported through the whistle-blowing mechanism created for reporting illegal or unethical conduct in the company.

8. COMPLIANCE OFFICERS AND THE ANTI- BRIBERY AND CORRUPTION BATTLE It is pertinent to ensure that the person who occupies the position of CO is up-to-date in his knowledge of the laws regulating his company’s sphere of operation. Thus, for a CO in the banking industry, familiarity with the laws listed in the previous slides is a must. The CO is expected to a play a great role in the fight against bribery and corruption by seeing to the observance of relevant legislation, an example of which is: ▫ S. 1(2) of the Money Laundering Prohibition Act(MLPA) which provides that any transfer exceeding $10,000 should be reported to CBN and SEC within 7 days of the transaction. ▫ The CO as whistle-blower is required to ensure this requirement of the law is met, thereby plugging the holes through which those in government and the private sector launder money and transfer same to foreign accounts.

9. COMPLIANCE OFFICERS AND THE ANTI- BRIBERY AND CORRUPTION BATTLE (CONT’D) ▫ The CO should ensure the “know your customer” requirement of MLPA is strictly adhered to. ▫ Also, the CO has a role to play in uncovering illicit financial transactions by terrorist and terrorist organisations under S. 14(a) of the Terrorism Prevention Act. ▫ This is important in view of the dimension which terrorism has assumed in the country. (Please see Saturday Punch of March 23, 2013). ▫ Finally, the CO needs to be in constant liaison with the Operations Department of the Bank in order to be able to disclose all suspicious financial transactions to the Economic and Financial Crimes Commission. ▫ This is especially important in view of the fact that the CO may be liable to five years’ imprisonment or a fine of N500,000 upon conviction, if he withholds such information.

10. WHAT NEXT? The CO is an important agent in the fight against bribery and corruption in Nigeria. He should ensure that reports of malfeasance are duly presented to the Board, thereby obviating severe sanctions from external regulatory bodies.

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