The In-House Counsel Services All Departments in the Company – Olawale Ibitoye

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Olawale Ibitoye is the Group Legal and Compliance Manager of Vitafoam Nigeria Plc., in this interview with ‘Tosin Ajose Popoola, he identified the key challenges of an In-House Counsel while clamoring for the adoption of the ‘Work from Home Model’ in the face of the Covid-19 Pandemic. He loves reading, debating and travelling.

DNL L& S: Tell us about yourself?

Olawale: I studied Law at the University of Ado-Ekiti in Ekiti State and thereafter proceeded to the Nigerian Law School, Augustine Nnamani Campus, Enugu.
In 2016/2017 Academic Session, I enrolled for a Masters in Law program at the University of Lagos. I am currently a student member of the Institute of Chartered Secretaries and Administrators of Nigeria (ICSAN), Member NBA Section on Business Law and Member, Nigerian Bar Association.
In October 2012, I started my professional working career with the Law Firm of K.K. Iheme & Co., Effurun, Delta State. In October 2013 I joined the Law Firm of Musibau Adetunbi & Co, Ibadan. In 2015 I resigned to take up the role of Head of Human Resource and Legal at Olatunde International Limited, Akure, Ondo State. I had a short stint in Akure, Ondo State before joining Consolidated Hallmark Insurance Plc, (CHI Plc) Lagos in 2016 as Legal and Compliance Officer where I worked closely with the Company Secretary.
In September 2019 I resigned from CHI Plc to join Vitafoam Nigeria Plc as the Group Legal and Compliance Manager.

DNL L& S: You’ve been an In-House Counsel for over 6 (six) years, how integral is an In-House Counsel to any Organization? What do you do?

Olawale: The position of an In-House Counsel is a very important role in any Organization. The In-House Counsel services all departments in the Company; the department provides legal coordination, reduce legal risk and ensure compliance at all levels.
As an In-House counsel, I draft and review Agreements, Contracts, Service Level Agreements (SLA) etc. I render legal advice and opinion, bring to the notice of management and staff, New Laws, Ensure proper and prompt filing of returns with Regulators and Monitor compliance with all Laws and regulations.

DNL L& S: You deal with a lot of Compliance Issues while interfacing with Regulatory Bodies, what’s the major skill that can be deployed in dealing with these Compliance Issues and Regulatory Bodies? What Compliance Issues do you have to deal with in your Industry.

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Olawale: One major skill I think you need is how not to forget things. You might need to keep an annual compliance check list and have a Dash Board where you monitor all compliance and legal issues relating to your company to avoid infractions. You need to study the laws regularly and keep yourself abreast of relevant laws and compliance issues applicable in the space where you operate.
As a responsible corporate organization, there are many of them that one has to deal with. Some are standard compliance that has to be carried out annually, while some may be incidental to the company’s different business transactions. Annually the company must file its returns to the Corporate Affairs Commission, the statutory meetings of the company as provided for in CAMA must also be held. The income tax compliance is there. Labour compliance; dealing with issues such as the NSITF and other labour law regulations relating to staff welfare and many others. Some of the compliance issues are project based and may come as a result of contractual relationship between the establishment and third parties.

DNL L& S: How about the Regulatory Bodies? Some persons have said their (i.e. the Regulatory Bodies) primary duty is to stifle Business Owners and Corporate Organizations, do you agree with them? What are your thoughts? Have you had any notable experience with any of these Regulatory Bodies that you would like to share?

Olawale: I would not agree with that position since regulators under normal circumstances should be seen as partners in progress to ensure sustainability and growth in business establishment. However, some agencies create this impression with the way and manner they carry out their compliance duties and this should not be so. Where the law prescribes the method of ensuring compliance by corporate establishments, the provisions of the law should be followed to the later. There should be no reason to violate the procedure. Where there is need for a court order or injunction to be obtained, the Regulator must ensure that the court is approached and the necessary injunctions obtained. We recognize that there is need for continued innovation in the law, but before major decisions are taken by Regulators, let there be a stakeholders’ meeting wherein all the new initiatives are formally agreed on before they are introduced.

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I had an instance where a Regulator placed a fine and the fine was so huge that it could wipe away the capital base of the Company. We had to resort to appeals and even ready for litigation if the worst comes. This should not be so, because it is not in the interest of the Regulators that companies are killed.

DNL L& S: We understand that you were actively involved in Core Litigation prior to your transition to In-House Counsel, what was the transition like for you, leaving Core Litigation for In-House?

Olawale: Well for me it was an easy sweet experience though with its own challenges but I adapted quickly because of my love for it. Transition from core litigation has also helped me in advising the company because unlike those that went straight from the classroom into in-house, the experience of litigation gives an edge when issues come up, especially where third party interest is involved. I always put on my litigation cap immediately there are letters to respond to and it helps me anticipate ahead and ensure I give a well guided response and advise were necessary.

DNL L& S: Do you miss Practice?

Olawale: Yes, I do sometimes but that doesn’t mean one is not finding fulfilment in-house. It is just one of the benefits of having the privilege of wearing both caps.

DNL L& S: What are your thoughts about the perception that In-House Counsel have it easy compared to their Colleagues in Core Litigation and other areas of Law.

Olawale: That is a big misconception. It is not rosy at all as we also deal with various kinds of people who are not even like minds, so convincing them sometimes can be difficult. Whenever the Company is sanctioned by her Regulator(s), In-House Counsel also receive a share of the blame. Having to be relied on for all legal issues arising in the company is also a very big burden. When there is a litigation, the in-house counsel participate in preparing the processes as much. It is the in-house counsel that guide the external counsel with facts and figures. Sometimes, the pressure of ensuring that the processes filed in court represents the position of the company makes it as difficult as though you are part of the litigation team. Being in house imposes a lot more responsibility on a counsel especially in a big establishment. You would have to master the act of multitasking as a little slip may cause the company a great deal of loss.

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DNL L& S: How prepared were the Corporate Organizations and more particularly her work force during this period of Covid-19 pandemic?

Olawale: No one expected Covid-19 to have this much negative global impact and especially for a longer period as this. But a lot of Companies were able to quickly adopt the ‘work from home model’ except for factories which need physical presence for input for production. But I believed that lessons have been learnt for future use.

DNL L& S: Moving forward, are there any mechanism that an In-House Counsel can employ or utilize to ensure that a pandemic such as the Covid-19 does not stall Business operations?

Olawale: Yes, by encouraging and recommending “Work from Home Model” to Human Resource Officers. An In-House Counsel should have a mobile Law Library where you can easily research and offer your legal advice and opinions backed up with legal authorities.

DNL L& S: As an In-House Counsel, do you provide support during Board Meetings, General Meetings? What’s the scope of the provided support?

Olawale: That is one of my major duties. I provide support to the Company Secretary during the Board and Board Committee meetings and also ensure the successful conduct of Annual General Meetings.

DNL L& S: Over the years, what’s your honest assessment of our Board Meetings and General Meetings? Are we indeed complying with the Statutory Provisions and International Best Practice?

Olawale: speaking for the company I work with, statutory meetings are carried out in strict compliance with the provisions of CAMA and the Code of Corporate Governance. I am aware however that this may not be so with many other corporate organization. For those with in-house counsel, this would be an indictment on their performance. The responsibility of ensuring that statutory meetings are held at the proper time and in line with the provisions of the law rests on the in-house counsel.

He ends the interview with his favorites quotes – With God all things are possible. While hoping that the Pandemic will soon end and the Business World recovers all her losses.

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