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Why SEPLAT Sacked Avuru as Non-Executive Director

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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.

Austin Avuru

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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Ugo Onwuaso is an ICT enthusiast. He believes technology should be used for general good. He holds a Master of Public Administration (MPA) degree from the Lagos state University. Dear Reader, Your support matters. But we believe that technology makes life more exciting and helps improve the lives of people around Nigeria and indeed the world. That is why, we have devoted our energy to independent reportage of technology and finance and how they affect lives. Our incisive and analytical view of how technology news affects the daily life help individuals and organizations make up their minds. Quality journalism costs money. Today, we're asking that you support us to do more. Kindly support our effort to deliver technology and finance journalism to everyone in the world. Donate as little as N1,000. Bank transfers can be made to: UBA Plc 1017156876 Communication Week Media Ltd

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NAEC to Deploy Nuclear Science for Power Generation

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Nigeria Atomic Energy Commission (NAEC), in collaboration with the Centre for Energy Research and Training (CERT) at Ahmadu Bello University, Zaria is set to leverage nuclear science and technology to enhance electric power generation in Nigeria.

NAEC to Deploy Nuclear Science for Power Generation

Prof Yusuf-Aminu Ahmed, chairman of NAEC, made this known during the 20th Anniversary Symposium of Nigeria’s first Nuclear Research Reactor-1 (NNR-1) in Zaria.

Prof Ahmed emphasised the accumulated expertise in nuclear power at the center, asserting Nigeria’s readiness to advance to the next stage of power generation through nuclear reactors. “We have utilised the reactor for research and development extensively, and now we are poised to employ it for electricity generation,” Mr Ahmed stated.

He further disclosed that President Bola Tinubu has tasked the commission with contributing to Nigeria’s clean energy initiatives, with the nuclear energy programme set to play a significant role, and noted the signing of intergovernmental agreements with some vendors.

Sen. George Akume, secretary to the government of the federation, lauded the 20 years of safe operation of the nuclear research reactor as a testament to Nigeria’s commitment to the safe application of nuclear energy.

He underscored that the successful operation of the nuclear research reactor paved the way for considering a nuclear reactor for electricity generation, echoing President Tinubu’s advocacy for nuclear energy in Nigeria’s power sources.

In his remarks, Prof Sunday Jonah, director of the center, highlighted the event’s purpose of celebrating two decades of safe operation, maintenance, and utilisation of the NNR-1.

However, amidst the achievements celebrated, Prof Jonah expressed concern over a purported attempt by NAEC to wrest control of the center from the university through the proposed NAEC Bill 2022 and cautioned that such a move would contradict the original vision of the center’s establishment within universities, designed to foster a culture of research and development.

 

 

 

 

 


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INTERPOL Appoints Uche, Nigerian CP as Chairman, African Heads of Cybercrime Units

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International Police Organization (INTERPOL), has appointed  Ifeanyi Henry Uche, Nigerian Police Commissioner, as the chairman of the African heads of cybercrime units comprising heads of 54 countries.

INTERPOL Appoints Uche, Nigerian CP as Chairman, African Heads of Cybercrime Units

Uche who is the Commissioner of Police in charge Nigeria Police Force National Cyber Crime Centre (NPF -NCCC) is taking over from Ratjindua Tjivikua, head of Cybercrime of Namibia after his tenure expired.

Speaking at the closing of the Africa Working Group Meeting on Cybercrime on Friday, Uche said, “The high penetration rate of new technologies in Africa increasingly exposes the sub-regional cyberspace as potential targets for cybercriminals as most African countries still have low levels of commitment to cybersecurity.

“It is important that we join the operational sub groups created by INTERPOL to bolster our collective efficiency in the fight against cybercrime in the subregion.

He said, “Resource sharing, the level of information and intelligence among African law enforcement is still at its lowest ebb largely blamed on extant domestic laws.

“I advocate for the establishment of African Incident Response Mechanism and Cybersecurity Frameworks on a Police-to-Police basis to eliminate the bottlenecks impeding free flow of resources.

“We must leverage the INTERPOL NCB 1/247 communication network and existing capabilities with regard to sharing of classified intelligence.”

Uche said this should be done with “Establishment of Specialized Cybercrime Units, noting it is rather unfortunate that most African countries do not have a specialized Cybercrime Unit dedicated for the investigation of Cybercrime and cyber-enabled crime. I implore member states to under-study the Nigeria police model of the Nigeria police Force National Cybercrime Center (NPF-NCCC).

“Investment in Technology, Infrastructure and Capacity building through a deliberate effort by member states to make the multi-million-dollar commitment in acquiring the much-needed technology and digital solution as a prelude to efficient cybercrime response and prevention. We must begin to look inwards by developing indigenous technologies to address our peculiar socio-cultural challenges.

“Legislative support to push the advocacy and lobby the governments to make and enforce robust cybersecurity laws and regulations that address cybercrime effectively. This includes laws on data protection, online privacy, electronic transactions, and cybercrime prevention.

“With the Fourth Industrial Revolution and emergence of Al and IOT, the undeniable reality is that the global cyberspace is undergoing profound and rapid changes given the penetration of new technologies and growing interconnection of the system.

“Though this evolution offers opportunities for innovations, diversification, and cost optimization, it also carries with it increased exposure to new and devastating risks of imminent cyber-attacks. These attacks permeate and affect the entire global digital ecosystem equally with no exception to geographic belts hence it affects businesses of all sizes both in public and private sectors in all regions at a breakneck speed.

“Cybercrime poses a significant threat to our societies, economies, and security”,  he said. “it is imperative that we work together to address this growing challenge. As Chairman, I am committed to lead from the front, fostering the much-desired collaboration among our member Units to enhance our collective ability to prevent and investigate cyber crimes effectively in Africa.

“I consider this as a call to champion the enthronement of a new charter of technological renaissance and home-grown cybersecurity ethics in Africa and a paradigm shift from absolute dependence on external solutions to African nurtured technological initiatives, adaptive to our Socio-Political ecosystem.

In her remarks at the event, Hajia Imaan Suleiman Ibrahim, minister of State, Police Affairs, said, “The Government of Nigeria is fully committed to reforming our police force, recognizing that cybersecurity is an integral component of our national security agenda.

“We understand that a secure cyberspace is essential for our immediate and long-term development objectives. Therefore, we are dedicated to enhancing our cybersecurity capabilities, investing in the necessary resources, and fostering collaboration both domestically and internationally.

“Consistent with the Renewed Hope Agenda of Mr President, we are working assiduously to move beyond mere conversations to working with key stakeholders to strengthen Nigeria’s cybersecurity legal and regulatory frameworks.

“We are working to enhance the provision of the requisite tools, equipment, and facilities to strengthen the cybersecurity architecture of the Nigeria Police Force, and we remain committed to regional and international cooperation mechanisms.”


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History as Nigeria Acquire First Cosmic Rays Detector in Africa

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National Space Research and Development Agency (NASRDA) said Nigeria has made history by becoming the first country in Africa to acquire a cosmic ray muon detector to aid climate change and atmospheric research.

History as Nigeria Acquire First Cosmic Rays Detector in Africa

The muon detector acquired by Nigeria for monitoring cosmic rays and space weather was built and designed by the Physics and Astronomy Department of Georgia State University (GSU), USA;  Prof. Babatunde Rabiu, director of UN- African Regional Centre for Space Science and Technology Education in English (UN-ARCSSTEE), a research and development centre of NASRDA, disclosed.

He spoke at a symposium on Cosmic Rays and Space Weather was organised by UN-ARCSSTEE in collaboration with Georgia State University (GSU), USA in Abuja.

According to Prof Rabiu a cosmic ray is a natural radiation that is not ionized in the atmosphere. He added that cosmic rays vary in location, latitude, and altitude of location and can be modified when certain anthropogenic activities occur.

“More than ever, scientists are curious about predicting weather, and studying space weather, especially now that climate change is becoming obvious, which is the condition in outer space.

“Cosmic rays are everywhere and it has to do with the earth, and it is useful in studying the climate but is yet to be fully impacted because it is ongoing research.

“That is why we hope that with the measurements, we are taking with the muon detector, we will be able to have effective predictability of our climate system,’’ he said.

Rabiu, while speaking on space weather activities in Africa, said it dated back to 2004 with the distribution of manometers across Africa by donor agencies.

He said that although few countries in Africa had their Global Navigation Satellite System (GNSS) receivers, the continent needed more monitoring systems for space weather.

Prof. He Xiaochun, director of Physics, at GSU, USA, said the project was targeted at exploring living in space, understanding it, and its adaptation, and providing information for stakeholders to protect and make informed decisions.

Xiaochun explained that cosmic ray radiation, mostly proton particles, is produced far in deep space and gets into the solar system and produces cosmic ray showers in the earth’s upper atmosphere.

“We measure the shower particles at the surface of the earth and decode the state of the space and earth weather.

“One needs a network IP address to be able to share data and reconfigure the detector with remote access,” he said.

Dr Bonaventure Okere, director of the Centre for Basic Space Science and Astronomy, said that the facility would aid astronomy studies and enhance research and development in that area.

The symposium highlighted cosmic radiations, how it interacts with the atmosphere, and environments, the impact of climate change, and how such radiations could be studied and analysed using the cosmic rays muon detector.

The meeting also discussed the need for stakeholders to make informed decisions on the reduction of gas emissions and having clean air for sustainable human development.

 

 

 


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