A civil society organisation, Make a Difference Initiative (MADI) has faulted the 12-month Board of Directors Succession Forward Plan recently announced by Seplat Energy PLC. The plan would see the Board Chairman, Mr. Basil Omiyi remain in office till May 2024.
MADI, which is dedicated to transparency, accountability, and good governance in Nigeria’s public and private sectors, said the plan is deceptive and designed for the continued tenure elongation for Omiyi and an Independent Non-Executive Director INED, Dr. Charles Okeahalam.
The CSO criticised what it described a U-turn by another INED, Prof. Fabian Ajogwu, who the Board announced would now retire on 21st October 2023, saying he had no business remaining on the Board after “embarrassing” the company with his resignation reports at the weekend.
At a press conference by its Executive Director, Lemmy Ughegbe in Abuja on Thursday, MADI alleged that Omiyi’s and Okeahalam’s alleged refusal to retire from the Board after 10 years, contrary to the nine years provided by the Good Governance Code, was responsible for the crisis bedevilling the company.
Ughegbe said: “The announcement has vindicated our assertion in our 23rd March 2023 statement that Mr. Basil Omiyi, and another INED, Dr. Charles Okeahalam, were plotting to continue to sit-tight on the Board contrary to the provisions of the Nigerian Code of Corporate Governance.
“It is an unacceptable plot to perpetuate rather than cure the mischief, deception, fragrant breach of corporate governance standards, and sit-tight syndrome, which are the root causes of the prevailing crisis rocking Seplat Energy PLC.
“Whereas Section 12.10 of the NCCG unmistakably provides that ‘the tenure for Independent Non-Executive Directors should not exceed three terms of three years each’, Mr. Omiyi and Dr. Okeahalam refused to quit the Board despite spending over 10 years in clear breach of the code.
“It is noteworthy that having done his maximum of nine year, Omiyi was only elected as an interim Chairman for one year in May 2022 to oversee the transition from the era of the co-founder and Pioneer Chairman Dr. ABC Orjiako and the search for Orjiako’s replacement. But he has refused to despite a 30th January 2023 letter by institutional shareholders of Seplat demanding them to retire, having overstayed their tenures by one year each.
“It beats all imaginations that the same Omiyi, who has now spent 10 years on Seplat’s Board in clear violation of Section 12.10 of the NCCG has issued a statement to elongate his tenure to May 2024 and despite all the crisis and losses that his poor leadership and clear compromises of his status as an Independent Chairman have cost the company.
“This is unacceptable. Omiyi and Okeahalam must go so that Seplat, whose share price has plummeted can begin to toe the path of recovery. Besides, if the co-founders of Seplat, Dr. Orjiako and Dr. Austin Avuru, who laboured to build the company from ground zero to an international brand could retire as pioneer Chairman and CEO, respectively, in line with their promises and corporate governance standards, what on earth is Omiyi’s reason to sit-tight amidst the crisis and confusion he created other than to continue to enjoy the perks approved for him by Mr. Roger Brown in contravention of corporate governance standards”?
On what it saw as Ajogwu resignation prevarications, MADI said: “He should be honourable and quit immediately in the interest of the company and corporate governance since there are no provisions of law or regulations preventing him from quitting the Board immediately”.
“Importantly, of what use will Prof. Ajogwu be to Seplat till October when he had told the world that deliberate external interferences would not allow him to effectively discharge his fiduciary and statutory duties as an INED?
“We also wonder what use a supposed corporate governance expert, who doesn’t feel scandalised by the continued stay of Omiyi on Seplat’s Board in clear violation of the Nigerian Corporate Good Governance Codes or the racist practices, discrimination against Nigerians, favouring of foreigners, and breach of corporate governance codes and Immigration laws for which Seplat’s CEO, Mr. Roger Brown was indicted by the FG and for which himself, Mr. Brown, Omiyi and other INEDS are facing both criminal and civil charges in Federal High Court Abuja and Federal High Court, Lagos, respectively, is to Seplat Board.
“Therefore, we hold that every shareholder’s fund spent on Prof. Ajogwu henceforth is a fraudulent waste of resources as he has said he no longer can function in his role”, the group stated.
MADI wondered why Seplat’s corporate announcement was silent on the issue of the company’s CEO, Mr. Roger Brown, which it said was equally at the centre of the crisis in the company.
“The Board remains scared to investigate the allegations against Roger Brown as the facts speak for itself. One wonders the ‘remarkable’ value he creates for the INEDs and not the company. What manner of man is Roger Brown? Would he sit tight if this was in his country, the UK?
“The question is: What is Mr. Brown still doing at Seplat. Is all the lawsuits and crisis for which the company is presently bleeding not enough to relieve him of his appointment? What is the tie between Mr. Brown and Seplat INEDs? What personal interests are they protecting for one another? Roger Brown must go too”, MADI further said.
Lately, Seplat Energy had been embroiled in controversy over corporate governance issues, which snowballed into an immigration case against the company, some directors and officers. The immigration case was, however, withdrawn recently after the company engaged the Federal Ministry of Interior.
The company said it is “now focused on engagements with the Minister of Interior to bring closure to all outstanding issues”.
It said that, while looking ahead to the likely completion timetable for the ongoing proposed acquisition, the restructuring and the time needed to strengthen its governance, it has developed a board of directors’ succession forward plan to underpin the transition and business transformation envisaged over the next 12 months.
“The company will embark immediately on a recruitment to run a search for the next Seplat Energy Chairman. As part of that process, the Independent Non-Executive Directors of the Board, who qualify to be Chairman of the company, will also be evaluated.This is in line with the Companies and Allied Matters Act (CAMA), whereby the successor Chairman must already be a Director of the company and will be voted in by the other directors by a simple majority.
“We expect the recruitment to be completed before the end of 2023, with the chairman’s election to follow thereafter,” Seplat Energy stated.
The board reiterated its commitment to enhancing the corporate governance at the company and establishing a truly independent board.
According to the board, despite the recent targeted attacks aimed at derailing that process, the board remains strong and resolute in completing the task of enhanced corporate governance.
