Team size: Five

Career Biography

Mrs. Cecilia Madueke is the Company Secretary of Julius Berger Nigeria Plc, a position she has held since May 2011. Before Julius Berger, she worked with Royal Exchange Plc until October 2009 in various capacities, her last assignment being Group Executive Director (ERM & CG). She also had a stint with Mobil Oil Nigeria Plc where she started her career in 1987.

She is a graduate of the University of Buckingham, Buckinghamshire, England and was called to the Nigerian Bar in 1987. She is an Associate Member of the Institute of Chartered Secretaries and Administrators, Nigeria, a certified mediator of the Lagos Multi-Door Court House and was admitted to its Panel of Neutrals. She is a Member of The Chartered Institute of Arbitrators, UK (Nigeria Branch). She is an alumnus of the Lagos Business School, the Oxford University Business Economics Programme (OUBEP) and the Stanford Graduate School of Business.

Mrs. Madueke also served on the Committee on Multiple Subscriptions to Public Offers established by the Securities and Exchange Commission, Nigeria and serves on the Corporate Members and Training Committee of the Institute of Chartered Secretaries and Administrators of Nigeria and is the 1st Vice Chair, the Committee of Legal Advisers and Company Secretaries (COLACS) of the Nigeria Employers Consultative Association. She is a member of the Corporate Counsel Forum established by the Nigerian Bar Association (“NBA”), and was the Secretary to the second National Elections Appeal Committee of the NBA established to address complaints and disputes arising from candidates who participated in the elections of national officers and representatives of the Association in the General Council of the Bar in the elections conducted on Saturday July 16, 2022.

What are the most significant cases or transactions that your legal team has recently been involved in?

Over the past year, my team and I (“We”) have been closely involved in several matters that go to the heart of the Company’s operations as a publicly listed Company and the strategic direction of the Company and its Subsidiaries (“the Group”).

We were part of the drivers of the establishment of a ₦120 bn. bond programme as part of the Company’s broader funding strategy, the establishment of a new corporate structure that would test the provisions of the Company and Allied Matters Act 2020 (“CAMA”) and lastly the establishment of the presence of our Company in the country of focus in its diversification strategy. These activities involved close collaboration with external advisers and regulators.

Further, we initiate and ensured the successful challenge of the position of the Corporate Affairs Commission (“CAC”) in relation to its refusal to register Julius Berger Nigeria PLC as the sole shareholder of its subsidiary, PrimeTech Design and Engineering Nigeria Limited. This judgement, though being challenged by the CAC, is a landmark judgement that will shape the corporate environment and the interpretation of CAMA.

We remain actively engaged in regulatory matters arising from the Company’s obligations as a listed entity and continue to support the Group’s core construction operations and strategic direction through governance risk oversight.

What role does corporate counsel play in strengthening corporate governance in light of Nigeria’s recent reforms and stakeholder expectations?

It is interesting to note that CAMA which deals with how corporates are established and structured, and protection of stakeholders’ rights has delved into the realms of governance with its provisions on Independent Directors (S275), accountability for impact on Communities (S305 (3)). CAMA is supported by a slew of other enactments, regulations and codes which introduced into the landscape, reforms, principles and rules basically to sustain accountability, address the ease of doing business and stakeholder expectations around transparency, accountability, and ethical business practices.

The thrusts of Governance are structures and accountability for sustainability. Every Corporate Counsel should be focused on sustainability and continuity of its corporate employer. Counsel, particularly with oversight over governance, should, to strengthen governance, play the key role(s) of building and strengthening, together with the governance bodies, corporate structures. This would include ensuring the proper documentations around frameworks and constantly keeping such frameworks under purview and review. Also, ensuring compliance and adherence to laws. The Counsel must have a keen and robust knowledge of laws local and global, impacts of reforms and body language of regulators, and the gravitas to ensure implementation, Additionaly, identifying risks and threats. The Counsel must be strategic, proactive and always scanning, with the intent to integrate governance into risk universe and business strategy. Furthermore, ensuring that stakeholders receive the accountability required to protect and further their interest: Counsel has the role to build relationships, understand the expectations of stakeholders on disclosures and align vis-à-vis the sustainability of the business. This is a delicate dance and sometimes the music can be tumultuous. We must also ensure capacity building for all actors in the governance universe and assurance and defense. This is without more.

How is your legal team navigating Nigeria’s evolving regulatory compliance requirements, particularly under CAMA 2020, ISA 2025, and Central Bank directives?

Much of the work of any corporate legal team sits at the intersection of governance, compliance, capital enhancement, risks, and dispute resolution, all of which were dependent on the scale of the business and the regulatory environment.

The legal environment in Nigeria has witnessed significant regime of reformatory laws, like CAMA, ISA, the various Finance Acts and Business Facilitation Acts, Codes, sector regulations and laws, all of which seek to make the environment more amenable for business and investors.

Governance is nebulous, oft misunderstood, and appreciation and understanding can also be impaired, for both regulators and regulated. Non-Compliance is costly and impacts the sustainability of any Company, particularly listed Companies, as this reduces its ability to access goodwill, capital, and for our Company, projects.

This is the burden and avoidance of impact is a Key Performance Indicator for Corporate Counsel(s) individually and collectively.

The end-game is a matter of strategy and strategic intent for any organisation. The tone must be set at the top.

Navigation is a delicate combination of environmental scanning and oversight, iteration and titration of policies and controls, mitigations, implementation, engagement, advocacy, reporting, and coordination across regulators, the business units and the Group.

Counsel must also be intentional in his/her interactions and engagement, particularly initiatives that embeds and enhances. Whatever the navigation, the focus for my team must always be that end-game conveyed.