Following the dissolution of the cabinet by President Buhari on the midnight of May 29, 2019, SaharaReporters conducted an online poll asking Nigerians to pick who they did not want President Buhari to reappoint based on their performances.
Many Nigerians have continued to express dissatisfaction on the performance of immediate former ministers and as a matter of fact have suggested that President Buhari should not reappoint some of them. There has not only been calls for appointment of fresh minds and hands, Oluremi Tinubu recently called for the appointment of women into the new cabinet of the President when she, among other things, raised a poser “Do we need women in the public place? Yes,”
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In this article, I intend to differently raise and discuss the same poser thus; “Do we need Companies being legal persons in the public place?” In other words, is there a possibility of appointing Companies being artificial juristic persons to head some Ministries of the Federal Republic of Nigeria for maximum efficiency? Is there a possibility of overcoming the problem of incompetence by appointing Companies to head some of our Federal Ministries such as Power, Works, Housing, Labour and Employment, Health, Information, Culture, Agriculture & Rural development, Youth & Sport and Education?
The doctrine of corporate personality is a universal legal concept, which postulates that an incorporated company is, as a matter of law a separate legal entity distinct from the individual(s) who are its shareholders and directors and are in control of its operations. This was a concept laid down in the common law in the celebrated case of SALOMON VS SALOMON AND CO LTD (1897) AC 22 at the House of Lords where Lord McNaughten stated the position that “The Company is at law a different person altogether…” By this, the toga of personae juris is conferred on a company i.e capable of enjoying legal rights. In buttressing this position, DENNING L.J IN BOLTON (ENGINEERING) CO. LTD. V GRAHAM AND SONS (1934) 1 K.B 57 enunciated as follows;
“A Company may in many ways be likened to a human body. It has a brain and nerve center, which controls what it does. It also has hands, which holds the tools and act in accordance with direction from the center. Some of the people in the company are mere servants and agents who are nothing more than hands to do the work and cannot be said to represent the mind or will. Others are directors and managers who represent the directing mind and will of the Company and Control what it does…..”
See MARINA NOMINEES LTD V FEDERAL BOARD OF INLAND REVENUE (1986) 2 NWLR (PT 20) @ PG 61. See also the case of IYKE MEDICAL MERCHANDISE V PFIZER INC (2001) FWLR (PT 53) 62 where the doctrine of juristic personality was generally appraised and the phraseology “juristic person was recognized to include:
- Natural persons, that is to say human beings
- Corporations aggregate and corporations sole with perpetual succession.
iii. Companies incorporated under the companies Act,
- Certain unincorporated associations granted the status of legal personae by law such as:
- Registered Trade Union
- Partnership and
- Friendly societies or sole proprietorships.
Undoubtedly, privatization has become an important instrument that government have used to promote economic development, to improve production and distribution of goods and services. Public service privatization is the progress to transfer public service owned by governments to the private firms whether it is profit or nonprofit firms.
In the same vein, appointing Companies to head some Federal Ministries for a term of four years will certainly ensure improved efficiency, lack of political interference, optimum utilization of resources, reduction in bureaucracy, more productivity, and equally economical.
For instance, let us imagine the Federal Ministry of Housing is headed by a Real Estate Company and Federal Ministry of power & Works Headed by an Engineering Company all for a definite period of four years, the level of efficacy in the delivery of service is unquantifiable with certainty of adequate educational and professional training, competence and experience.
Although this suggestion and recommendation is not without surmountable legal challenges particularly provision of section 147 of the CFRN 1999 as to requirement for appointing a Federal Minister. The proviso to subsection 3 provides that the president shall appoint atleast one Minister from each state, who shall be an indigene of such state.
Subsection 5 of the same section provides that no person shall be appointed as a Minister of the government of the Federation unless he is qualified for election as a member of the House of Representatives, i.e being a Citizen of Nigeria, of 30years of age, been educated up to atleast school certificate level or its equivalent.
While it is easy to say that a Nigerian Company may not find it difficult to satisfy 30 years of age (from date of incorporation) and educational qualification (Directors’ Education qaulification) as a Constitutional requirement, it may be a hard nut to crack in determining the state that a particular company is from.
By way of conclusion, it is recommended to President Buhari to look and tap into the possibility of having some Federal Ministries headed by Companies. Further, It is recommended that a Companys status be enhanced so as to be subjected to definitions of persons under our Interpretation laws and other local statutes. For instance the position in the case of PAN ASIAN AFRICAN CO LTD v NATIONAL INSURANCE NIG LTD (1982) 9 S.C 1 that a company as a legal person can occupy residential premises would be a healthy development for our laws.
OLUWATOSIN DAMILOLA MESE, ESQ WRITES FROM ABUJA., 08138409651. o.d.mese@gmail.com
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