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The investing public may not have heard details of the main reasons why Austin Avuru, a former chief executive officer of Seplat Energy Plc who later became a Non-Executive Director was sacked from the board of the energy company.
Seplat Energy Plc had on Thursday, December 23 notified the Nigerian Exchange Limited (NGX) that its board has terminated the contract of appointment of Austin Avuru as a Non-Executive Director.
Seplat Energy told the NGX that Avuru’s appointment was terminated on December 22, 2021, “due to breaches of the Company’s corporate governance policies and his fiduciary duties.”
Shortly after SEPLAT hammer fell on Avuru, Perchstone & Graeys, the law firm representing the sacked Non-Executive Director said the allegations levelled against him (Avuru) by Seplat Energy Plc were aimed at “damaging his hard-earned reputation” based on “fictitious allegations” even though the same statement accepted that their client (Austin Avuru) had taken “an ill-advised action”.
The law firm had said this in a statement issued last week and signed by Osaro Eghobamien and Folabi Kuti, its lawyers.
However, the emerging facts seem to bear serious consequences.
Under the Companies and Allied Matters Act, 2020 (CAMA), directors have a duty to exercise their powers and discharge their duties honestly, in good faith and in the best interests of the company. They are also expected to exercise that degree of care, diligence and skill which a reasonably prudent director would exercise in comparable circumstances.
It was learnt that following an enquiry by the Board of Directors of SEPLAT, Avuru had allegedly on December 1, 2020, admitted his conflict of interest in connection with SEPLAT’s business and more particularly its proposed acquisition of some Nigerian assets in which ExxonMobil Corporation has interests.
Avuru also admitted that he had on that date been appointed the Chairman of Chappal Petroleum Development Company Limited (Chappal) and that Chappal had been invited by ExxonMobil Corporation for discussions and possible access to their database in respect of the assets.
Further enquiries by SEPLAT Board revealed that Avuru had already acquired an interest in Chappal over nine months earlier, as far back as March 2020, whilst he was still CEO of Seplat Energy.
More revealing was that the incorporation documents of Chappal as shown at the Corporate Affairs Commission (CAC) revealed that Avuru was and remained both a founding shareholder and director of Chappal, but he failed to disclose his interests in Chappal to the Board in December 2020.
It was further learnt that prior to December 1, 2020, Avuru was much aware, but failed to disclose that Chappal had put in a bid for the said oil and gas assets.
SEPLAT Board after completing the process of its review was satisfied that Avuru failed or refused to disclose a conflict of interest as soon as he acquired an interest in and was appointed a director of Chappal and became aware that Chappal was bidding for the assets.
Avuru knew that SEPLAT which he was a Non-Executive Director was also interested in the assets and he had participated in SEPLAT’s Board discussions relating to SEPLAT’S bid for the assets.
These findings seemed to have affirmed for Board of SEPLAT that Avuru by his actions clearly breached his fiduciary duties and obligations as a director as stipulated under the existing Nigerian Code of Corporate Governance (NCCG) as well as the Securities and Exchange Commission (SEC) Code of Corporate Governance to which Avuru’s appointment was subject.
Avuru as then Non-Executive Director had a duty to notify SEPLAT of his appointment onto the board of Chappal, bearing in mind that he was the CEO of SEPLAT at the time and both companies operate within the same industry.
SEPLAT Energy has a standard listing on the Main Market of the London Stock Exchange (LSE), therefore the company is publicly committed to comply voluntarily with and to abide by the United Kingdom’s Code of Corporate Governance (UK Code).
In accordance with the UK Code provisions, Board directors are not only expected to act in a manner consistent with their duties under company law, but also to uphold the highest standards of integrity.
Prior to appointment into the Board, directors are expected to disclose their significant commitments to the board (together with an indication of the time involved) and additional external appointments are not to be undertaken by directors without prior approval of the board.
By not notifying the SEPLAT board of his appointment to the board of Chappal in March 2020, at a time when Avuru was the CEO of SEPLAT, and not seeking prior approval from the SEPLAT board to take on this new appointment, Avuru acted in a manner that was inconsistent with the provisions of the UK Code and the guidance.
It was further learnt that Avuru also failed to disclose his appointment as a director of Chappal when he accepted the role of a Non-Executive Director (NED) of SEPLAT.
No doubt, prompt and timely disclosure of this board appointment was particularly key in allowing SEPLAT Board to assess the risk of any conflict of interest arising and to take appropriate measures to manage a potential conflict.
Considering the statutory requirement from directors, Avuru had a duty to exercise good faith and a reasonable degree of care and prudence in how Avuru handled the potential conflict.
He failed to exercise his duty of care to SEPLAT by being forthright in disclosing the conflict or likelihood of conflict of interest to SEPLAT, before or promoting/ incorporating Chappal in March 2020.
By failing to promptly disclose his directorship in Chappal, Avuru placed himself in a position where his duties as a director of SEPLAT conflicted with the concurrent opportunities he pursued as founding shareholder and director of Chappal and SEPLAT in a position where it was temporarily unable to take prompt action to manage the potential conflict of interest and to comply with the provisions of CAMA as well as the principles of the NCCG, SEC and UK codes.
For almost one year, Avuru’s attention was said to have been fully with Chappal as against SEPLAT, a situation that was most unfair to SEPLAT, its shareholders and other stakeholders.
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By Adedapo Adesanya
Oil prices rose slightly on Thursday on expectations that fuel demand held up despite soaring Omicron coronavirus infections, pushing the Brent higher by 9 cents or 0.24 per cent to $79.32 per barrel as the West Texas Intermediate (WTI) crude rose 43 cents or 0.56 per cent to sell at $76.9 per barrel.
Market analysts noted that even as the COVID-19 variants – Delta and Omicron and all manner of lockdowns and travel restrictions have impacted the market, the demand for oil has remained relatively firm.
Preliminary data also showed that December indicated that there was strong demand for black gold.
The market is now focusing on whether the improved demand will translate to the Organisation of the Petroleum Exporting Countries and allies (OPEC+) adding incrementally to production.
OPEC+ will meet on January 4 to decide whether to continue increasing output in February.
However, Saudi Arabia’s King Salman said on Wednesday that the OPEC+ production agreement was needed for oil market stability and that producers must comply with the pact while another member of the group, Iraq said it would support sticking to existing OPEC+ policies to raise output by a combined 400,000 barrels per day in February.
However, oil prices came under pressure as the world’s top importer China cut the first batch of crude import allocations for 2022.
The Chinese government, intent on reforming the independent refining sector and cracking down on tax evasion and illicit practices at the teapots, is now allowing its independent refiners to import 109 million tons of crude oil in the first batch for 2022.
This is down by 11 per cent compared to the first batch of quotas granted for 2021, suggesting that China is now favouring giving quotas to the newer and more sophisticated private refineries as it cracks down on smaller and more polluting independent refiners, some of which are being investigated over alleged irregular tax and trade practices.
Also, health experts warned Americans to prepare for severe disruptions in the coming weeks, with infection rates likely to worsen amid increased holiday travel, New Year celebrations and school reopenings following winter breaks.
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By Dipo Olowookere
Investors in the nation’s stock market gained N3 billion on Thursday following the marginal 0.01 per cent appreciation recorded at the Nigerian Exchange (NGX) Limited.
As a result, the market capitalisation expanded to N21.825 trillion from N21.822 trillion as the All-Share Index (ASI) rose by 6.17 points to 41,813.27 points from 41,807.10 points.
The gains were boosted by buying interest in financial equities, with the insurance sector rising by 2.24 per cent and the banking space appreciating by 0.52 per cent.
Unfortunately, the energy counter lost 0.78 per cent, the consumer goods sector went down by 0.27 per cent, while the industrial goods index depreciated by 0.06 per cent.
The market breadth was positive yesterday as there were 12 depreciating stocks and 21 appreciating stocks led by Consolidated Hallmark Insurance, which grew by 10.00 per cent to 77 kobo.
Mutual Benefits rose by 9.68 per cent to 34 kobo, Regency Assurance appreciated by 9.30 per cent to 47 kobo, Unity Bank gained 8.33 per cent to sell at 52 kobo, while Coronation Insurance jumped by 8.16 per cent to 53 kobo.
On the other hand, FTN Cocoa closed the session as the heaviest price loser, depreciating by 7.50 per cent to trade at 37 kobo and was trailed by Veritas Kapital, which fell by 4.76 per cent to 20 kobo.
Furthermore, Royal Exchange depreciated by 4.76 per cent to 80 kobo, Ecobank lost 3.47 per cent to quote at N8.35, while Ardova declined by 2.99 per cent to N13.00.
Jaiz Bank finished the day as the most traded stock with a turnover of 97.8 million units valued at N53.2 million, followed by Access Bank, which traded 34.1 million shares worth N308.4 million.
Sterling Bank transacted 30.5 million equities valued at N44.9 million, UPDC REIT exchanged 15.5 million stocks for N61.5 million, while NGX Group transacted 15.0 million shares for N299.2 million.
At the close of business, a total of 360.0 million stocks worth N1.8 billion were traded in 3,607 deals in contrast to the 180.2 million stocks worth N1.5 billion transacted in 3,828 deals a day earlier, indicating an increase in the trading volume and value by 99.78 per cent and 24.53 per cent respectively, while the number of deals depreciated by 5.77 per cent.
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By Aduragbemi Omiyale
Members of the Manufacturers Association of Nigeria (MAN) have been assured of better access to foreign exchange (forex) for importation of raw materials and machines that are not available locally.
This assurance was given by President Muhammadu Buhari when he held a meeting with the group on Wednesday in Abuja.
Mr Buhari said he would look into the issue of the supply of forex raised by the group, noting that, “Our strategic plan to boost manufacturing activities in the country is on course.”
“We will continue to improve the patronage of locally made goods, bridge the gap between skills required by industry and those provided by our tertiary institutions and ensure seamless access to long term finance for our Small and Medium-Scale Enterprises (SMEs).
“We recognize that MAN remains a key stakeholder in this journey and we will continue our engagement with you,” a statement issued by Mr Femi Adesina, spokesman to the President, disclosed.
Mr Buhari, when he met with the team led by the leader of MAN, Mr Mansur Ahmed, stated that the relevant Ministry would revisit their concerns about the increase in excise duties on the identified products and other tariff-related matters.
On the African Continental Free Trade Area (AfCFTA), the President said Nigeria would fast track the process of setting up the Designated Competent Authority that will superintend the administration of Rules of Origin and Commission as well as the automation for issuance of electronic Certificate of Origin.
He added that the federal government would also ensure that relevant structured platforms are established for monitoring and evaluation of the performance of the Ease of Doing Business and improved Government patronage of made in Nigeria products.
Affirming his belief that a private sector led economy is the way to create jobs in the country, President Buhari urged the leadership of MAN to continue to encourage manufacturers that government recognizes the resilience of their members and other private sector organisations in promoting a virile manufacturing sector in Nigeria.
“I beseech you to continue to support the government in our quest to provide the appropriate environment that will attract the necessary investment both domestic and foreign for the upliftment of the nation’s economy,” he said.
On the impact of COVID-19 on world economies, the President noted that while the pandemic had an adverse impact on the Nigerian economy with the attendant fluctuations in the price of oil, his administration has effectively contained the spread of the pandemic and other diseases.
He added that the federal government would continue to consistently deploy prudent means of judiciously utilising the limited revenue to sustain the economy and stimulate growth.
Mr Buhari also used the occasion to reemphasize that in spite of limited resources, his government has made appreciable progress in road and rail infrastructure development; provision of stimulus packages for the manufacturing sector; improvement in energy management and support for exporters with a view to improving the operating environment for businesses in Nigeria.
“These projects are there for all to see.
“Furthermore, we are vigorously pursuing reforms on ease of doing business and currently putting in place other necessary policy measures and incentives that will guarantee full recovery from the consequences of COVID-19, sustain economic development and further shield the economy from the potential impact of fluctuations in the price of crude oil in the global market.
“I have listened carefully to all the challenges enumerated by the President of MAN and would like to assure you that, like we have done in the recent past, we will give consideration to some of the constraints that are yet to be fully addressed, especially those that align with our policies and programmes for economic recovery and sustainable development.
“Let me assure you that this Administration is fully aware that the survival of Nigeria lies in Agriculture and having a viable domestic manufacturing sector.
“I must emphasise here that when I say Agriculture, I also refer to agro-allied business which is the value-added component in the value chain.
“A strong manufacturing sector creates more jobs and wealth for our people.
“It will usher in sustainable economic prosperity because we will produce what we consume as a nation and generate foreign exchange by exporting surpluses and by import substitution,” he said.
In her remarks, the Minister of State, Industry, Trade and Investment, Ms Mariam Katagum, pledged that the Ministry would continue to work with MAN in the areas of policy, trade and creating an environment to facilitate the growth of businesses in Nigeria.
“MAN is in business to create a climate of opinion in this country so that manufacturers can operate efficiently and profitably for the benefit of all,” she said.
Speaking at the event, the MAN president said the advocacy visit was largely motivated by two things: namely, to thank the President for all the support extended to the manufacturing sector since his assumption of office in 2015, and seek the urgent support of the federal government for the manufacturing sector to overcome the binding constraints to competitive manufacturing in Nigeria.
On the challenges facing the sector, the MAN president said the association has articulated remedial measures for these challenges in the Blueprint for Accelerated Development of Manufacturing in Nigeria, which will be formally presented to the President within the first quarter of 2022.
The MAN leadership, however, highlighted a few challenges that could be addressed in the immediate term in order to improve the manufacturing environment.
They include: inadequate supply of foreign exchange, inadequate electricity supply, poor access to long term fund, patronage of Made-in-Nigeria Goods and local content development, looming increases in tax rate, among others.
Mr Ahmed also used the occasion to formally present the new logo and annual report of the association to President Buhari.
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