Building technical capacity of stakeholders for beneficial ownership transparency: Lessons from Ghana, Liberia, Nigeria, and Zambia

Regional peer exchange in Anglophone Africa

In July 2022, Anglophone African countries implementing the Opening Extractives programme – comprising Ghana, Liberia, Nigeria, and Zambia – convened in Accra for a three-day regional peer exchange programme. As the four countries are at different stages of beneficial ownership transparency implementation, the event was an opportunity to promote learning on successes, risks, and challenges of beneficial ownership disclosures to date.

The progress with beneficial ownership implementation in the region is commendable among the four countries. All have a legislative framework for beneficial ownership. While Ghana and Zambia collect data and upload it to their respective portals for access at a small fee, Nigeria provides free access to beneficial ownership data information through its online portal. In Liberia, a beneficial ownership portal is being developed, and the government aims to launch a pilot in the first half of 2023.

Nonetheless, stakeholders agree that more can be done to increase the technical capacity of staff of implementing agencies to better support sustainable beneficial ownership reforms.

The peer exchange created a platform for governments to interact and share emerging good practices from their beneficial ownership transparency journey and for the programme to deliver sessions tailored to enhancing the technical capacity of participating government agencies. Senior representatives from the corporate registries, financial intelligence units, tax authorities, extractive regulators, and the Extractive Industries Transparency Initiative (EITI) across the four countries were present. Participants were keen to discuss challenges on running public and free registers, the costs and sustainability of registers, and data verification.

The Registrar General of the corporate registries in Ghana – Madam Jemima Oware, Nigeria – Alhaji Abubakar Garba, Zambia – Mr Wilson Banda and other representatives from key implementing agencies e.g. Financial Intelligence Unit, EITI national secretariats and Extractive Regulators were in attendance.

Participants shared challenges, success and opportunities around implementation of beneficial ownership reforms, and took part in technical sessions on dealing with the peculiarities of state-owned entities and publicly listed companies, as well as on adopting effective methods of verification. They also exchanged knowledge on company declaration forms. Inspired by Ghana’s example, Nigeria’s Registrar General of the Corporate Affairs Commission committed to include more specific disclosure requirements for state-owned entities and publicly listed companies.

“Learning from others honestly was eye opening. To see that your struggles and challenges are shared. The approach was participatory and very practical and we should continue to have more of such interactions. Additional peer to peer for operational staff would be helpful as they are the ones that have first encountered challenges regarding BO declarations.” – Event participant

Ghana

Ghana’s Registrar General’s Department, now the Office of the Registrar of Companies (ORC), has made commendable strides in establishing a legislative and regulatory framework to enable the collection of high quality data. Since the creation of relevant beneficial ownership reporting obligations in the 2019 Companies Act and the launch of the register in 2020, the ORC has been increasingly receiving declarations from companies. A local Opening Extractives consultant in Ghana and the OE team delivered targeted capacity building workshops for 60 staff of Ghana’s Office of the Registrar of Companies from various departments, including legal, compliance, and information and technology.

The workshop, requested by the ORC, trained staff on how to identify other forms of interest beyond the traditional forms of ownership (i.e. shareholding and voting rights), and how to calculate effective ownership, particularly where a natural person’s ownership interest is indirect. The training included a technical session on the concept of beneficial ownership, with an emphasis on identifying forms of ownership beyond shareholding based on the state’s definition, as per the 2019 Companies Act and guidance in the Draft Companies Regulations. Participants engaged in a competitive exercise which involved the use of adopted scenarios from Open Ownership’s beneficial ownership workbook to test their understanding of how a natural person can exercise control over a company.

Ghana’s Opening Extractives technical consultant also demonstrated how to calculate effective beneficial ownership. Furthermore, the Registrar General’s Department clarified ambiguities related to data collection and declaration forms.

“The training was enlightening and I feel better positioned to treat BO submissions and respond to inquiries from reporting companies and their lawyers”. – Event participant

Liberia

In the past year, Liberia has made progress in beneficial ownership transparency under the OE programme, and the government has signalled its commitment to build capacity in this area among its national stakeholders. For reforms to be sustained beyond the duration of the OE programme, key stakeholders – particularly the government agencies and compliance professionals in the private sector – must be equipped to perform their respective roles to declare, collect, publish, and use beneficial ownership data.

To this end, the OE team plans to train staff of the Liberia Business Registry (LBR), the primary agency with the statutory mandate to collect beneficial ownership data. The workshop will aim to demystify the concept of beneficial ownership and highlight the importance of the LBR’s role in implementing the provisions of the amended Business Corporations Act 2020 and the beneficial ownership regulations planned for 2023. It will be the first of a series of workshops on improving the LBR’s technical capacity on data collection.

Furthermore, the OE team will engage with the Compliance Officers Forum of Liberia, to provide guidance to compliance officers of companies operating in the private sector on identifying beneficial owners within the context of existing legislation from the LBR and the Financial Intelligence Unit.

Emerging lessons

Feedback on the training sessions pointed towards the need for further capacity building efforts across the region. The primary lessons learned from these events and trainings include:

• there must be active plans to train and build the technical capacity of government implementers on a periodic basis, particularly for staff of corporate registries and sector regulators who frequently interact with beneficial ownership data;
• capacity building must also extend to stakeholders who are responsible for declaring beneficial ownership data, as well as users of data;
• more technical support and guidance is needed on complex areas of beneficial ownership implementation, such as data collection from state-owned enterprises and publicly listed companies.

It is encouraging to see that some countries have made improvements to their disclosure frameworks based on learning and insights from some of these workshops. The OE programme is committed to continue providing support to key stakeholders and build a global community of knowledgeable beneficial ownership implementers and data users.