Economy
Why Seplat Sacked Avuru as Non-Executive Director
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.
By Adedapo Adesanya
The NASD Over-the-Counter (OTC) Securities Exchange closed higher by 1.41 per cent on Friday, May 15, supported by four securities on the platform.
During the session, FrieslandCampina Wamco Plc added N14.24 to its share price to sell for N159.00 per unit, in contrast to the previous day’s N144.76 per unit.
Further, Central Securities and Clearing System (CSCS) Plc appreciated by N1.34 to N72.34 per share from N71.00 per share, Geo-Fluids Plc improved its price by 4 Kobo to N2.94 per unit from N2.90 per unit, and Industrial and General Insurance (IGI) Plc gained 1 Kobo to trade at 61 Kobo per share compared with Thursday’s closing price of 60 Kobo per share.
As a result, the NASD Unlisted Security Index (NSI) rose by 58.20 points to 4,188.41 points from 4,130.21 points, and the market capitalisation soared by N34.82 billion to N2.506 trillion from N2.471 trillion on Thursday.
During the session, the volume of trades went up by 180.8 per cent to 1.2 million units from 417,349 units, and the value of transactions increased by 29.8 per cent to N29.8 million from N23.2 million, while the number of deals fell by 22.6 per cent to 24 deals from 31 deals.
Great Nigeria Insurance (GNI) Plc ended the day as the most traded stock by value on a year-to-date basis with 3.4 billion units sold for N8.4 billion, followed by CSCS Plc with 60.8 million units exchanged for N4.1 billion, and Okitipupa Plc with 27.9 million units valued at N1.9 billion.
GNI Plc also closed the session as the most traded stock by volume on a year-to-date basis with 3.4 billion units worth N8.4 billion, followed by Resourcery Plc with 1.1 billion units transacted for N415.7 million, and Infrastructure Guarantee Credit Plc with 400 million units traded for N1.2 billion.
By Dipo Olowookere
The bears overpowered the Nigerian Exchange (NGX) Limited on Friday, sinking it further by 0.76 per cent when the closing gong was struck by 4 pm.
The nation’s flagship equity market was under selling pressure during the session, as investors booked profits after the shares witnessed price appreciation in the past trading sessions.
The energy sector was the most impacted, as it shed 4.43 per cent. The consumer goods index declined by 0.90 per cent, the banking counter decreased by 0.15 per cent, and the industrial goods sector lost 0.08 per cent, while the insurance counter gained 2.42 per cent, which was not enough to salvage the situation.
Consequently, the All-Share Index (ASI) contracted by 1,912.19 points to 250,330.92 points from 252,243.11 points, and the market capitalisation moderated by 1.225 trillion to N160.444 trillion from N161.669 trillion.
Zichis was the worst-performing stock for the session after it gave up 9.97 per cent to close at N29.43, FTN Cocoa slipped by 9.95 per cent to N8.96, The Initiates slumped by 9.90 per cent to N32.30, LivingTrust Mortgage Bank tumbled by 9.88 per cent to N3.83, and International Energy Insurance dropped 9.71 per cent to trade at N2.79.
The best-performing stock was ABC Transport, which grew by 10.00 per cent to N6.27. May and Baker also appreciated by 10.00 per cent to N47.30, SCOA Nigeria surged by 9.98 per cent to N33.05, Trans-Nationwide Express expanded by 9.97 per cent to N7.06, and DAAR Communications jumped 9.76 per cent to N2.25.
Yesterday, investors traded 1.1 billion shares worth N44.3 billion in 65,744 deals compared with the 1.0 billion shares valued at N41.6 billion transacted in 74,822 deals a day earlier. This indicated a dip in the number of deals by 12.13 per cent, and a rise in the trading volume and value by 10.00 per cent and 6.49 per cent, respectively.
Chams was the busiest equity for the day, with 328.5 million units sold for N1.1 billion. UBA traded 61.6 million units worth N2.7 billion, First Holdco transacted 58.7 million units valued at N4.2 billion, Secure Electronic Technology exchanged 51.9 million units worth N45.0 million, and Access Holdings traded 51.8 million units valued at N1.3 billion.
By Adedapo Adesanya
The last trading session of the week at the Nigerian Autonomous Foreign Exchange Market (NAFEX) ended on a negative note for the Naira on Friday, May 15, as it lost N15 Kobo or 0.1 per cent against the Dollar to trade at N1,371.04/$1 compared with the previous day’s N1,370.89/$1.
However, it further appreciated against the Pound Sterling in the same market segment yesterday by N20.77 to close at N1,830.61/£1 versus Thursday’s value of N1,851.38/£1, and gained N7.91 against the Euro to settle at N1,595.07/€1 versus N1,602.98/€1.
At the GTBank FX desk, the Naira lost N2 against the US Dollar during the session to sell at N1,383/$1 compared with the preceding session’s N1,381/$1, and at the black market, it remained unchanged at N1,385/$1.
The Naira is forecast to be broadly stable, supported by Dollar sales by the Central Bank of Nigeria (CBN) amid steady, higher oil receipts, with the market settling into a balance.
Policy direction is also expected to give the market some boost as the CBN said the new edition of the FX market guidelines will deepen liquidity, improve transparency and strengthen confidence in the country’s foreign exchange market.
According to the Governor of the CBN, Mr Yemi Cardoso, the update is due to changing global economic realities, domestic reforms and the need for a more coherent and forward-looking regulatory framework. According to him, the last edition of the FX manual was issued in 2018, making the latest review both timely and necessary.
Meanwhile, the cryptocurrency market plunged into the red zone as rising bond yields hit risk assets across markets, while traders are increasingly betting the Federal Reserve may need to raise rates again. Rising energy prices and resurging inflation could force central banks back into tightening mode.
Cardano (ADA) shrank by 4.4 per cent to $0.2557, Dogecoin (DOGE) slid by 3.7 per cent to $0.1104, Ripple (XRP) depreciated by 3.5 per cent to $1.41, Solana (SOL) crashed by 3.5 per cent to $87.81, and Binance Coin (BNB) slumped by 3.4 per cent to $659.64.
Further, Bitcoin (BTC) declined by 2.6 per cent to $78,547.49, Ethereum (ETH) lost 2.1 per cent to quote at $2,209.19, and TRON (TRX) tumbled by 0.7 per cent to $0.3509, while the US Dollar Tether (USDT) and the US Dollar Coin (USDC) traded flat at $1.00 each.
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