The WFE's Women Leaders 2024 - Franca Egwuekwe, General Counsel and Company Secretary, NG Clearing

Name: Franca Egwuekwe
Organisation: Nigerian Exchange Group Plc
Job Title: General Counsel and Company Secretary, NG Clearing Ltd

 

1. Brief job description 

At NG Clearing Ltd, West Africa's first central counterparty (CCP) and an associate company of Nigerian Exchange Group Plc (NGX Group), I play a vital role as a member of the Executive Committee of Management (EXCO). In this capacity, my responsibilities extend to providing guidance and executive leadership in alignment with the company's strategic objectives and policies. As the divisional head overseeing the Legal Services/Company Secretariat, Regulation/Compliance, Sustainability and Human Resources/Administration Departments, I ensure cohesive operations within these critical areas.

In my role as General Counsel and Company Secretary, I am tasked with delivering legal and company secretarial services across the organisation. This includes providing legal counsel to the board of directors, the Executive Committee of Management and various departments. I oversee the timely and effective provision of legal services, covering drafting, reviewing and negotiating complex agreements, project documents, rules and regulations and corporate policies. Additionally, I organise crucial meetings such as board and board committee meetings and annual general meetings, and I ensure compliance with corporate governance, laws, regulations and policies.

My role encompasses people management, promoting a positive culture, values and diversity within the company. I actively manage stakeholder relationships, safeguard the company's interests and shield it from potential legal liabilities. Overall, my position is pivotal in ensuring the seamless functioning of NG Clearing, contributing to its status as market-wide financial market infrastructure in the Nigerian capital market.

2. Short biography

With 18 years of expertise in corporate and commercial law, I am a seasoned legal professional, currently serving as a founding member of staff, General Counsel/Company Secretary and EXCO member at NG Clearing. Previously, I held the position of Senior Manager/Head, Capital Market Unit at the Nigerian Stock Exchange (NSE), contributing to the drafting of the Companies and Allied Matters Act 2020 as part of the Senate’s Technical Advisory Committee.

My accomplishments have garnered recognition, including the NSE CEO’s Distinguished Staff Award in 2016, the NSE Inaugural African Champ Award in 2017, and the 2018 ESQ Nigerian Legal Awards. In my earlier role as a Senior Associate at Aluko & Oyebode, a prominent Nigerian commercial law firm, I advised on landmark transactions and received acknowledgment in the IFLR1000 in 2013.

My academic background includes an alumnus of HLS with an LLM from King’s College London and an MBA from Lagos Business School. I graduated with several awards from Obafemi Awolowo University, including Best Graduating Student, Best Student in the Law of Evidence, Best All-Round Performance and Best Female Student, and I won the Faculty Star Prize for the Best Overall Result in the law degree examination.

I hold memberships in the Nigerian Bar Association, International Bar Association, Institute of Chartered Secretaries and Administrators, Institute of Capital Market Registrars, and I am a Fellow of the Association of Enterprise Risk Management Professionals. Beyond my professional pursuits, my hobbies are listening to music, traveling, mentoring and project execution.

3. What were your professional highlights and challenges in 2023?

NG Clearing experienced a turbulent transition period for most of 2023 in the wake of the “Japa Syndrome” - a Nigerian phenomenon where people, particularly young Nigerians, migrate abroad in search of better opportunities. With a declining business and multiple staff exits, the period coincided with the retirement of the pioneer Managing Director/Chief Executive Officer, following the completion of his three-year contract in March 2023, coupled with the exit of other staff, including the Chief Operating Officer, Chief Financial Officer and Head of Risk Management, leaving me as the only member of the EXCO, amid low staff morale.

The highlight for me was having to come out of my comfort zone and step into the shoes of the de facto CEO/COO to oversee the company’s operations, management of financials (including budget, P&L and investment portfolio), interfacing with the regulators and other stakeholders; and ensuring optimal people management. I provided stability and leadership by improving staff morale and retention through various staff engagement, inclusion and empowerment measures, and ultimately worked closely with the board to recruit and ensure a seamless onboarding of the new MD/CEO in September 2023. This has since reinforced the company’s stability, as the smooth onboarding and vigorous offtake of the MD/CEO, together with the team collaboration towards marketing and business development, all culminated in significantly increasing the number of derivatives trading members on the Nigerian Exchange by over 230%, in readiness for the revitalisation of the exchange-traded derivatives market.

Another highlight for me was the market development efforts to create awareness, given the novelty of the business in Nigeria. With the collaborative efforts of my team members and in conjunction with the Nigerian Exchange and the brokerage community, I spearheaded a major practical derivatives programme in February 2023, as it involved live-demo sessions and the simulation of trading strategies delivered by the NSE Academy India. The programme, which targeted only 25 participants, was successful with over 70 participants and positive stakeholder feedback.

4. Tell us about a few of your key achievements?

In my career, I've been fortunate to achieve several significant milestones, each contributing to the dynamic landscape of the financial sector:

One of the highlights was my role as a founding staff member of NG Clearing, where I co-championed the entire entrepreneurial journey of the business. From incorporation to strategy formulation, corporate structure development and recruitment, I played a pivotal role in drafting CCP regulations and policies. Our efforts culminated in obtaining the CCP operational licence from the SEC, leading to the launch of West Africa’s first CCP on April 14, 2022, clearing the first set of exchange-traded derivatives.

As the Head of the Capital Market Unit in the Legal Services Department, I actively contributed to the demutualisation of the Nigerian Stock Exchange (NSE), transforming it into Nigerian Exchange Group Plc. My involvement spanned various workstreams, including providing legal solutions to complex issues, drafting/reviewing the Demutualisation of the NSE Bill 2018, and advising on the post-demutualisation structure. This historic project, conceptualised almost two decades prior, received statutory sanction in 2018.

Participating as a member of the Senate’s Technical Committee, I contributed to the drafting of the Companies and Allied Matters Act (CAMA) 2020, a landmark piece of legislation that regulates corporate entities in Nigeria. This initiative enhanced the business landscape, introducing provisions for the ease of doing business. Notably, I co-initiated the netting provisions for financial transactions in CAMA 2020.

Additionally, my role in the ongoing legislative review of the Investments and Securities Bill (ISB) is noteworthy. As the Vice Chairperson on the NESG-NASSBER Expert Working Group, and later a member of the Technical Committee, I contributed to the drafting of the ISB in 2022. Although passed by the National Assembly in 2023, it awaits enactment in 2024. My collaboration with the SEC influenced novel provisions in the ISB, including derivatives and the regulation of financial market infrastructures, addressing gaps in the Investments and Securities Act 2007.

5. Who and what inspires you to achieve your professional success?

I have drawn inspiration from several people. Firstly, my parents, who laid the foundation for my academic pursuits and all of my career’s successes. My husband particularly encouraged and convinced me to enrol for the full-time MBA at the Lagos Business School. That decision influenced my choice of corporate financial law practice, as it afforded me the knowledge and complementary skills that made me stand out in every stage of my legal profession.

Mr. Tapas Das, the pioneer MD/CEO of NG Clearing, who encouraged me to extend my capabilities beyond legal skills. Ms. Tinu Awe was particularly instrumental in making me very decisive about running with the CCP project-turned NG Clearing. Mrs. Irene Robinson-Ayanwale believed in me and provided me with the guidance and the opportunity to prove myself and thrive in my legal career.

The list is inexhaustible, but would certainly not be complete without mentioning Mr. Oscar N. Onyema, OON (the outgoing Chairman of NG Clearing/Group MD/CEO of NGX Group) and Mr. Haruna Jalo-Waziri (the MD/CEO of CSCS Plc, the first CCP Project Director, and a Non-Executive Director of NG Clearing), who both afforded me the opportunity and privilege to work closely with them and provided leadership and guidance towards the successful establishment of NG Clearing.

While at Aluko & Oyebode, Mr. Gbenga Oyebode always encouraged me and showcased the value of my MBA as a corporate lawyer. I also drew inspiration from Ms. Olubunmi Fayokun, who influenced my legal writing skills with her meticulous style. Mrs. Oghogho Makinde, Mr. Reginald Udom and Mrs. Temitayo Adegoke all provided me with full exposure to various complex transactions that helped me hone my legal advisory and project execution skills.

6. How have you overcome setbacks, and what have you learned from adversity?

I would not say that I have experienced setbacks, as I see every situation as an opportunity to tap into a potentially successful outcome. I am big on self-drive and self-motivation and I believe it has worked for me over the years. Hence, my advice is for people to always look inwards and not only challenge themselves towards achieving a goal, but to have the conviction that the goal is achievable by them.

7. What advice do you have for other women who aspire to be in leadership positions?

I advise future women leaders to always bear in mind that no one has the monopoly of success. Therefore, the takeaway is that, with self-determination and hard work, the top is always accessible.