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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

HBM Nigeria Eyes Stronger Market Share With Extra Output by January 2027

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HBM Nigeria

By Adedapo Adesanya

The chief executive of HBM Nigeria Plc (formerly Lafarge Africa), Mr Lolu Alade-Akinyemi, said the cement producer is expected to add 4.5 million tonnes to its production capacity by January 2027.

HBM Nigeria Plc is positioning itself for stronger long-term competitiveness, market leadership and job creation as it accelerates expansion projects.

The transition to HBM Nigeria marks a new phase of growth, driven by operational excellence, sustainability, innovation, and infrastructure development, while maintaining its long-standing commitment to Nigeria’s construction sector.

Mr Alade-Akinyemi, speaking recently in Lagos, said the ongoing expansion of the company’s Ashaka and Sagamu plants would significantly boost local production, create employment opportunities, and support businesses across its value chain.

“We recently announced the expansion of the Sagamu plant in Ogun State and the Ashaka plant in Gombe State. Hopefully, in January 2027, we will commission both plants, adding 4.5 million tonnes to our capacity. Traditionally, building a new plant takes about three years, but this is one of the benefits of belonging to the Huaxin Group,” he said.

According to him, the projects will generate employment, create opportunities for young people and women, strengthen local suppliers and contractors, and contribute further to Nigeria’s economic growth.

“There are many vacancies we are trying to fill in Sagamu and Ashaka. Beyond direct employment, we are creating opportunities for small businesses, developing suppliers and supporting local contractors. This is an exciting period because it will deliver significant benefits to Nigeria,” he said.

Mr Alade-Akinyemi noted that while the company’s corporate identity had changed following its acquisition by Huaxin Building Materials Group, its core values and commitment to customers, host communities, employees and shareholders remain unchanged.

He said HBM Nigeria traces its roots to 1959 as West African Portland Cement Company (WAPCO), with its first cement plant commencing operations in Ewekoro, Ogun State, in 1961.

Since then, he said, the company has grown into one of Nigeria’s leading building solutions providers with integrated plants in Ewekoro, Sagamu, Ashaka and Mfamosing.

He added that the company, which became publicly listed in 1979, has continued to expand through acquisitions and transformation while maintaining high product quality, innovation and responsible operations.

Highlighting the strengths of its parent company, Alade-Akinyemi described Huaxin Building Materials as a globally recognised building materials manufacturer founded in 1907 and headquartered in Wuhan, China, with operations across 16 regions in China and 14 countries worldwide.

He said Huaxin’s engineering expertise and focus on research and development would strengthen HBM Nigeria’s operations and help close engineering skills gaps in the country.

“As HBM Nigeria, we are strategically positioned for long-term competitiveness and stronger market leadership while reinforcing our commitment to supporting Nigeria’s infrastructure development and economic progress after more than six decades of industry leadership,” he said.

He also said sustainability would remain central to the company’s operations, noting that it had introduced lower-carbon products and continued to invest in environmentally friendly production processes.

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Economy

FAAC Distributes N2.55trn June Revenue to Federal, State, Local Governments

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FAAC disburses

By Adedapo Adesanya

The Federation Account Allocation Committee (FAAC) distributed about N2.550 trillion from the revenue generated by the nation in June 2026 to the three tiers of government after its July meeting in Abuja.

A statement signed by the Director of Press in the Office of the Accountant General of the Federation, Mr Bawa Mokwa, “The N2.550 trillion total distributable revenue comprised N1.809 trillion in distributable statutory revenue and N740.724 billion in distributable Value Added Tax (VAT) revenue.”

It was gathered that a total gross revenue of N4.500 trillion was available in June 2026, with deductions for the cost of collection amounting to N160.744 billion, and transfers and refunds at N1.789 trillion.

According to a communiqué after the gathering, gross statutory revenue of N3.700 trillion was received in June 2026, N1.049 trillion higher than the N2.651 trillion received in the preceding month, while gross revenue of N799.746 billion was generated from VAT, N56.058 billion higher than the N743.688 billion recorded in May 2026.

It was stated that from the N2.550 trillion total distributable revenue, the federal government received N923.438 billion, the state governments got N838.208 billion, while the local government councils were given N591.390 billion, with N197.610 billion allocated to the benefiting states as 13 per cent of mineral derivation revenue.

From the N1.809 trillion distributable statutory revenue, the federal government went away with N849.366 billion, states shared N430.810 billion, local councils took N332.136 billion, while the benefiting states got N197.610 billion as derivation revenue.

From the N740.724 billion distributable VAT earnings, the central government got N74.072 billion, the states received N407.398 billion, and the local government councils were allocated N259.253 billion.

The communiqué further stated that in June 2026, collections from Companies Income Tax (CIT), Capital Gains Tax (CGT), Stamp Duties (SDT), Petroleum Royalties, Gas Flare Penalties, Rent, Mineral Oil Royalties (MOR), Value Added Tax (VAT), Import Duty, and Common External Tariff (CET) Levies increased significantly, while Petroleum Profit Tax (PPT), Hydrocarbon Tax (HT), Mineral Royalties, and Fees declined considerably. Excise Duty recorded only a marginal increase.

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Economy

NRS Bets on e-Invoicing to Boost Tax Compliance, Transparency

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NRS e-Invoicing

By Adedapo Adesanya

The Nigeria Revenue Service (NRS) says the rollout of electronic invoicing (e-invoicing) will strengthen tax compliance, curb revenue leakages and improve transparency in tax administration as it moves to fully digitise the country’s tax system.

The Project Lead for the NRS e-Invoicing Project, Mr Mohammed Bawa, stated this at the DigiTax E-Invoicing Compliance Breakfast Session held in Lagos on Wednesday.

The event, organised by DigiTax, an NRS-accredited e-invoicing platform, formed part of efforts to support the agency’s ongoing education and sensitisation campaign on the e-invoicing mandate.

Mr Bawa said the initiative aligns with global trends in tax digitisation and is expected to help improve Nigeria’s tax-to-GDP ratio, which remains one of the lowest in Africa.

According to him, the system will provide the NRS with greater visibility into transactions across sectors, formalise activities within the informal economy and standardise invoice formats nationwide using globally recognised invoice schemas.

He added that e-invoicing would improve operational efficiency for both businesses and tax authorities while supporting the NRS’ transition from manual and electronic tax administration processes to a fully automated system-to-system interaction model.

Mr Bawa noted that the legal framework for implementation is backed by the Nigeria Tax Administration Act, which prescribes penalties for non-compliance.

He disclosed that the NRS has completed onboarding large taxpayers and is preparing to enforce compliance with defaulting entities.

According to him, medium taxpayers are expected to begin compliance in the third quarter of 2026, while onboarding of emerging taxpayers will commence in 2027, with full adoption targeted for all taxpayers by the end of 2028.

Mr Bawa urged taxpayers yet to be onboarded onto the platform to begin the process and work with accredited service providers to ensure compliance.

On his part, Country Director of DigiTax Nigeria, Mr Olumide Akinsola, urged businesses to look beyond their internal systems and assess the compliance status of suppliers and counterparties.

He warned that businesses whose suppliers fail to transmit invoices through the MBS platform risk losing eligibility to claim Value Added Tax (VAT) input credits on such transactions, describing the resulting supply chain exposure as a significant commercial risk that many organisations have yet to quantify.

Mr Akinsola also announced the launch of DigiTax’s white paper, The State of E-Invoicing Readiness in Nigeria, which examines compliance adoption trends and the readiness gap across different taxpayer segments.

He added that DigiTax operates in Nigeria, Kenya, Zambia and the United Arab Emirates (UAE), noting that experience from those markets shows businesses that integrate early are better positioned to avoid disruptions when enforcement begins.

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