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Why Seplat Sacked Avuru as Non-Executive Director

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Austin Avuru

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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Economy

Geo-Fluids Seeks Approval to Raise Share Capital to N25bn

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Geo-Fluids

By Aduragbemi Omiyale

One of the players in the hydrocarbon business in Nigeria, Geo-Fluids Plc, which trades its securities on the NASD OTC Securities Exchange, is planning to restructure its share capital with an increased of about 1,090 per cent.

Next Monday, the company will hold its Annual General Meeting (AGM) and one of the resolutions to be tabled to shareholders by the board is an authorisation for raising the share capital from N2.1 billion to N25.0 billion.

This is to be achieved by creating an additional 45,742,332,488 ordinary shares of 50 kobo each, each ranking pari passu in all respects with the existing ordinary shares of the firm.

Funds from this action would be used to expand the business scope to include hydrocarbons, mining, and natural resource development.

“That the share capital of the company be and is hereby increased from N2,128,833,756 to N25,000,000,000 ordinary shares of 50 kobo each, each ranking pari passu in all respects with the existing ordinary shares of the company,” a part of the resolutions read.

In addition, Geo-Fluids wants approval, “To undertake the business of bitumen production and processing in all its forms, including but not limited to the exploration, prospecting, drilling, extraction, refining, treatment, blending, storage, packaging, distribution, marketing, importation, exportation, shipping, transportation, trading, and general supply of bitumen, its derivatives, by-products, and ancillary materials; and to carry on all other related or incidental undertakings, services, or operations that may be considered advantageous, beneficial, or necessary for the advancement, expansion, or diversification of the bitumen industry.”

Also, it wants the authority of shareholders, “To engage in the acquisition, development, and management of mining assets and concessions for the purpose of exploring, extracting, processing, and producing hydrocarbons, oil and gas, minerals, and other natural resources; and to develop, mine, and process coal, industrial minerals, and other raw materials required for industrial, commercial, energy, or infrastructural purposes, together with all related activities necessary to ensure the effective exploitation, utilisation, and commercialisation of such resources.”

Further, it wants, “To operate and participate in all segments of the oil and gas value chain, including but not limited to the exploration, prospecting, drilling, extraction, refining, processing, storage, blending, supply, marketing, distribution, importation, exportation, transportation, shipping, and trading of crude oil, refined petroleum products, petrochemicals, liquefied natural gas, compressed natural gas, and other related hydrocarbons and derivatives; and to establish, own, operate, or participate in facilities, ventures, or partnerships that advance the energy and petroleum sector.”

At the forthcoming meeting, the organisation wants its name changed from Geo-Fluids Plc to The Geo-Fluids Group Plc.

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Economy

PENGASSAN Kicks Against Full Privatisation of Refineries

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NNPC Port Harcourt refinery petrol

By Adedapo Adesanya

The Petroleum and Natural Gas Senior Staff Association of Nigeria (PENGASSAN) has warned against the full privatisation of the country’s government-owned refineries.

Recall that the Nigerian National Petroleum Company (NNPC) is putting in place mechanisms to sell the moribund refineries in Port Harcourt, Warri, and Kaduna.

However, this has met fresh resistance, with the President of PENGASSAN, Mr Festus Osifo, saying selling a 100 per cent stake would mean the government losing total control of the refineries, a situation he warned would be detrimental to Nigeria’s energy security.

Mr Osifo said the union was advocating the sale of about 51 per cent of the government’s stake while retaining 49 per cent, which he described as being more beneficial to Nigerians.

“PENGASSAN, even before the time of Comrade Peter Esele, had been advocating that government should sell its shares. The reason why we don’t want government to sell it 100 per cent to private investors is because of the issue bordering on energy security,” he said on Channels Television, late on Sunday.

“So, what we have advocated is what I have said earlier. If government sells 51 per cent stake in the refinery, what is going to happen? They will lose control, so that is actually selling. But for the benefit of Nigerians, retain 49 per cent of it.“

The PENGASSAN leader maintained that if the government had heeded the union’s advice in the past, the oil industry would be in a better state than it is today.

He addressed  concerns in some quarters over whether investors would be willing to buy stakes in government-owned refineries, insisting that there are investors who would be interested.

“Yes, there are investors who surely will be willing to buy a stake in the refinery because our population in Nigeria is quite huge, and those refineries, when well maintained without political pressures and political interference, will work,” he said.

However, Mr Osifo warned that even if the government decides to sell a 51 per cent stake, it must ensure that a complete valuation is carried out to avoid selling the refineries cheaply.

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Economy

SEC Gives Capital Market Operators Deadline to Renew Registration

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Capital Market Institute

By Aduragbemi Omiyale

Capital market operators have been given a deadline by the Securities and Exchange Commission (SEC) for the renewal of their registration.

A statement from the regulator said CMOs have till Saturday, January 31, 2026, to renew their registration, and to make the process seamless, an electronic receipt and processing of applications would commence in the first quarter of 2026.

“These initiatives reflect our commitment to leveraging technology for faster, more transparent, and efficient regulatory processes.

“The commission is taking deliberate steps to make regulatory processes faster, more transparent, and technology-driven. We are investing in automation, database-supervision, and secure infrastructure to improve how we interact with the market,” the Director General of SEC, Mr Emomotimi Agama, was quoted as saying in the statement during an interview in Abuja over the weekend.

He noted that through the digital transformation portal, the organisation has automated registration and licensing end-to-end as operators can now submit applications, upload documents, and track approvals online, cutting down manual processing time and reducing the need for physical visits.

According to him, the agency has also rolled out the Commercial Paper issuance module, which allows operators to file documents, monitor progress, and receive approvals electronically while feedback from early users shows a clear improvement in turnaround time.

“Work is ongoing to automate quarterly and annual returns submissions, with structured templates and system checks to ensure accuracy. A returns analytics dashboard is also in development to support risk based supervision and exception reporting.

“To back these changes, we have started upgrading our IT infrastructure, servers, storage, networks, and security layers, to boost speed and reliability.

“Selective cloud migration is underway for platforms that need scalability and external access, while core internal systems remain on premisev5p for now as we assess security and cost implications.

“At the same time, we are strengthening data integrity and cybersecurity with vulnerability assessments and planned penetration testing once automation and migration phases are stable.

“These efforts show our commitment to building a modern, resilient regulatory environment that supports efficiency, investor confidence, and market stability,” he stated.

Mr Agama affirmed that the nation’s capital market was clearly on a path toward digital transformation adding that there is an urgent need for regulatory clarity on advanced technologies, targeted support for smaller firms, and capacity-building initiatives.

“A phased and proportionate approach to regulating emerging technologies such as AI is essential, complemented by internal readiness through supervisory technology tools.

“Furthermore, investor education, particularly among younger demographics, will be critical to future-proof participation and drive fintech adoption.

“Innovation is vital, but it must be accompanied by responsibility. As operators embrace automation, artificial intelligence, and data-driven tools, they bear a duty to ensure ethical, secure, and compliant deployment. Safeguarding investor data, preventing market abuse, and maintaining operational resilience are non-negotiable,” he declared.

The SEC DG said that ultimately, responsible technology adoption is about building trust, the cornerstone of our markets saying that trust thrives on fairness, transparency, accountability, and regulatory compliance.

He, therefore, urged operators to uphold these principles adding that it will not only protect investors and systemic stability but also strengthen the long-term credibility and competitiveness of the Nigerian capital market.

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