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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

NBS to Publish Two December Inflation Readings

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inflation rate

By Adedapo Adesanya

The National Bureau of Statistics (NBS) said it would release two inflation readings for December after a methodological change led the headline rate to more than double.

This was disclosed during a virtual stakeholders engagement convened by the NBS and the Nigerian Economic Summit Group (NESG) on Monday.

The stats office explained that the expected spike in inflation is driven by technical base effects linked to the recent rebasing of the inflation series rather than changes in economic fundamentals.

According to the Statistician-General and chief executive of the NBS, Mr Adeyemi Adeniran, the inflation data due on Thursday, January 15 are projected to show an artificially spiked rate of 31.2 per cent last month, from 14.5 per cent in November. However, to provide transparency, the agency will take the unusual step of publishing both the headline rate that reflects economic fundamentals and the inflated figure.

Mr Adeniran explained that the projected December spike stems from the rebasing of the Consumer Price Index (CPI) which adopted 2024 as the new base year after a 15-year gap from the previous 2009 base.

He emphasised that base effects are a common feature of statistical practice, particularly in index-based measurements.

“Following the rebasing exercise and the methodology adopted for December 2025, a significant artificial spike in the inflation rate is expected, as some analysts have already projected. This spike arises from the base effect, with December 2024 equated to 100 following the rebasing.

“Base effects are common in statistical practice, particularly when comparing data across periods with unusually high or low prices. They are neither unexpected nor unusual.

“However, when such effects occur, especially when they are artificial and arithmetic rather than reflective of structural changes in the economy, it is essential to clearly communicate and explain them to users,” he stated.

“Transparency requires that we provide a clear picture of actual price changes rather than simply reporting an artificial spike that does not reflect economic realities. This is why we convened this meeting to inform our critical stakeholders and users of our data,” he added.

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Economy

Terrahaptix Raises $11.75m for Cross-Border Security, Counter-Terrorism

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Terrahaptix

By Adedapo Adesanya

Terrahaptix, a Nigerian autonomous systems startup, has raised $11.75 million in a round that will see it boost drone manufacturing to tackle violent extremism spreading across Africa.

The funding round was led by 8VC founded by the co-founder of Palantir Technologies Inc., Mr Joe Lonsdale. Other investors include Valor Equity Partners, Lux Capital, SV Angel, Leblon Capital GmbH, Silent Ventures LLC, Nova Global and angel investors including Mr Meyer Malka — the managing partner of Ribbit Capital.

Terrahaptix, founded by Mr Nathan Nwachukwu and Mr Maxwell Maduka, will use the new funding to expand Terra’s manufacturing capacity as it expands into cross-border security and counter-terrorism.

The company based in Abuja produces long- and mid-range drones, autonomous sentry towers and unmanned ground vehicles to help secure infrastructure assets valued at about $11 billion across Africa, including hydropower plants in Nigeria, as well as gold- and lithium-mining operations in Ghana.

In June last year, the firm beat an Israeli company to secure a $1.2 million security contract to deploy AI-powered drones and sentry towers at two hydroelectric power plants in Nigeria, awarded by a private security firm, Nethawk Solutions.

According to Mr Nwachukwu, the CEO of Terrahaptix, the rising spate of insecurity must be tackle as the continent continues to industrialize its economy.

“Africa is industrializing faster than any other region, with new mines, refineries and power plants emerging every month,” he said, “But none of that progress will matter if we don’t solve the continent’s greatest Achilles’ heel, which is insecurity and terrorism.”

“Our mission is to give Africa the technological edge to protect its industrial future and defeat terrorism.” Mr Nwanchuku added.

On his part, Mr Maduka, the company’s co-founder and CTO, also reinforced the company’s commitment to the continent by saying, “This is African technology, built by African engineers, for African infrastructure. We are creating skilled jobs, building advanced manufacturing capacity, and ensuring the intellectual property behind Africa’s security stays on the continent.”

The need for security has risen in recent years as groups such as Islamic State and al-Qaeda are gaining ground in Africa, converging along a swathe of territory that stretches from Mali to Nigeria.

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Economy

Agusto Upgrades Stanbic IBTC Insurance Credit Ratings

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Stanbic IBTC Insurance financial future

By Aduragbemi Omiyale

The credit ratings of Stanbic IBTC Insurance, a subsidiary of Stanbic IBTC Holdings Plc, have been upgraded by Agusto & Co.

The improved ratings underscore the company’s commitment to robust risk management, operational discipline, and its strong capacity to meet obligations to policyholders.

In a statement, Stanbic IBTC Insurance said its long-term and short-term ratings of A and A1 were raised by the rating agency. It was added that the two ratings were given a stable outlook, reflecting stronger confidence in the company’s financial resilience, governance standards, and long-term sustainability.

Agusto also cited Stanbic IBTC Insurance’s sound liquidity position, prudent business strategy, and the strategic backing it receives as part of Stanbic IBTC Holdings.

As part of its growth strategy, Stanbic IBTC Insurance continues to expand its retail footprint across Nigeria, enhancing access to life insurance solutions and deepening its presence in key markets. This expansion supports its mission to serve individuals, families, and businesses with reliable and accessible insurance offerings.

In terms of claims settlement, Stanbic IBTC has consistently demonstrated its commitment to prompt and efficient payout to policyholders and annuitants.

Since its establishment in 2021, the company has settled over 2,000 claims, amounting to more than N1.8 billion in cash.

Additionally, it has paid over 16 billion in annuities to more than 4,900 retirees, reaffirming its dedication to delivering reliable and timely benefits.

“We are delighted with this upgrade as a reflection of our progress and the trust we’ve earned from stakeholders.

“Our focus remains on delivering reliable protection, exceptional service, and enduring value to both policyholders and other stakeholders.

“This recognition motivates us to uphold the highest standards of financial discipline, service excellence, and integrity,” the chief executive of Stanbic IBTC Insurance, Mr Akinjide Orimolade, stated.

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