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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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9mobile Partners Microsoft to Host Impactful Training Session for Journalists

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9mobile, telecommunications company, recently partnered with tech giant, Microsoft to host a capacity-building session for journalists aimed at empowering them with innovative tools to improve their skills for maximum performance in their field.

The learning session held at Microsoft Africa Development Center had in attendance media partners from print and online platforms and publications.

The training session provided a platform to introduce journalists to the benefits of Microsoft Copilot and its potential to revolutionize the profession.

Microsoft Copilot is an advanced AI-powered tool which offers a wide array of functionalities designed to streamline workflow, enhance productivity, and elevate the quality of their output.

Through this partnership, 9mobile and Microsoft sought to equip journalists with the skills and knowledge necessary to leverage Copilot effectively in their day-to-day work.

Speaking at the training session, Chineze Amanfo, PR Lead, 9mobile, expressed her enthusiasm and satisfaction with the session, emphasizing the company’s commitment to fostering innovation and empowerment within the media industry.

She stated, “We are thrilled to collaborate with Microsoft in providing this invaluable training opportunity for journalists. At 9mobile, we recognize the pivotal role that the media plays in shaping public discourse and driving societal change.

Therefore, equipping them with the requisite knowledge and tools such as the Microsoft Copilot, will enhance their capability to deliver on their respective assignments efficiently by disseminating accurate and impactful information to the public.”

“We prioritize our relationship with the media hence, the need for the periodic capacity building session for journalists. With this training, we have clearly demonstrated our unwavering commitment to sustaining the initiative.

“We will continue to explore new avenues for collaboration and innovation, ensuring that our partners in the media industry have access to the tools and resources they need to thrive, Amanfo added.”

Yemi Orimolade, The Senior Business Programme Manager, Marketing Communications, Microsoft Africa Development Center, appreciated the participants for their contributions in making the session an engaging experience and enjoined them to champion the message of AI responsibility.

He said, “Microsoft’s Copilot is poised to be a game-changer for journalists. It is a reliable tool for generating and optimising content, staying informed, and enhancing productivity. Our commitment is to harness the transformative potential of AI for societal betterment. Welcome to the future of journalism, working smarter with Microsoft Copilot.”

The capacity-building session received an overwhelmingly positive response from participants, who lauded the practical insights and demos provided.

Attendees expressed their appreciation for the opportunity to familiarize themselves with a tool as powerful and versatile as Microsoft Copilot, acknowledging its potential to revolutionize their workflow and enhance their journalistic endeavors.

With the successful hosting of the capacity-building session, 9mobile and Microsoft look forward to more areas of sustained collaboration to drive positive change and innovation within media ecosystem in Nigeria.


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Nigerian Banks Lost over N8Bn to Internet Fraudsters in 2022-  EFCC

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Economic and Financial Crimes Commission (EFCC), yesterday said  that banks in the country lost over N8 billion to internet fraud, otherwise known as Yahoo-Yahoo Boys, in 2022.

Nigerian Banks Lost over N8Bn to Internet Fraudsters in 2022-  EFCC

Ola Olukoyede, chairman of the commission, also disclosed how Yahaya Bello, former governor of Kogi state allegedly moved a staggering $720,000 from the state account to pay his child’s school fees.

Olukoyede,  who made the disclosure during an interactive session with media executives in Abuja, narrated how cyber crime has hurt the companies and its negative effects in attracting direct foreign investment for the country. He lamented that no fewer than 71 percent of companies operating in Nigeria were victims of cybercrime in 2022 even as he argued that the Commission’s war against internet fraud is about safeguarding the country’s future.

“In 2022 alone, I’m waiting for the report of 2023, we discovered that more than 71 percent of Nigerian industries, companies and firms fell victim to cyber crime. Now, which country or company would thrive with this kind of thing? “You want to attract foreign direct investment; the moment you come in, Yahoo boys will attack your platform. You start losing money and you think they would stay?

“Is that not what we are seeing? We are rescuing the future of Nigeria by going into this cyber crime investigation and prosecution.

“Now, within that period, the Nigerian economy lost $706 million (via) these companies through cyber crime, to the activities of these Yahoo Yahoo boys because we don’t take them seriously now, not knowing that we are sitting on a keg of gunpowder.

“The alarming statistics continued with Nigerian banks losing over N8 billion to electronic transfer fraud in the first  nine months of 2022.

“A system lost over N8 billion to a particular scheme of fraud and you are asking EFCC to close its eyes to that kind of situation. Are we even fair to ourselves?”

He said the agency is prosecuting two of its operatives for violating the agency’s code of conduct.

He said the commission has made some reforms to enhance its fight against corruption, including the creation of the directorate of fraud risk assessment/control and ethics/integrity.

 

 


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Students Loans’ Beneficiaries to Start Repayment 2 Years after Graduation-  NELFUND:

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Nigerian Education Loan Fund (NELFUND) has said that students in tertiary institutions and approved vocational centres would start repayment of the loan two years after graduation.

Students Loans’ Beneficiaries to Start Repayment 2 Years after Graduation-  NELFUND:

However, NELFUND management specifically stated that the repayment of the loan would commence if the students secured a job or went into business.

Mr. Akintunde Sawyerr, managing director, NELFUND, said the Act specify a moratorium of two years after graduation for the students to begin repayment of the loan.

Sawyerr said if the students start work, his employer would be expected to remit 10 percent into NELFUND dedicated account.

He added: “The loan does not have a specified repayment tenure. It makes it easy for students to apply for the loan. NELFUND would pay according to the documents provided by the institutions. We cannot put tenure on the loan; some will die, drop out, ‘Japa’ or refuse to pay. While those who went into business would pay into same account.

“It is a revolving a loan. We will not put students under pressure to get the loan and we are not going to state a tenure because it is not a commercial loan.’’

According to him, the loan is meant for students in public universities, polytechnics, colleges of education and vocational institutes, who apply via NELFUND portal and are expected to present their JAMB admission letter, NIN and BVN.

He explained that non-students would not have access to the loan and that NELFUND has put the necessary machinery in place to ensure that beneficiaries can be reached when the need arises.

His words: “We are using technology to run the new system. The process of application is online through our dedicated portal and we are limiting human contact as much as possible. Once you have a Bank Verification Number (BVN) and National Identification Number (NIN), which are parts of the requirements, we will have access to your data and all your accounts. This will also help us to know if you are qualified or not,” Sawyerr stated.

The MD disclosed that students already in institution are eligible to apply for the loan at any level of their study and must be at the beginning of each academic session.

He noted that such students would have to provide their admission and matriculation details in addition to BVN and NIN.

Sawyerr added that about 1.2 million Nigerian students in tertiary institutions and government-recognized vocational centres would be among the first batch of beneficiaries and that the figure would increase as time goes on.

The NELFUND boss disclosed that the scheme would be funded from one per cent of the total annual revenue by the Federal Inland Revenue Service (FIRS), which would amount to N194 billion if the agency meets its projection.

Sawyerr observed that the loan would be paid in two segments, the first, being the school fees, which would be paid directly to the institutions while stipend would be paid into students’ account for their day-to-day upkeep.

He added that the amount individual students would access varies because of the course of study, school fees and geographical location of the institutions.

“You don’t start paying back the loan until two years after your National Youth Service Corps (NYSC) scheme and you have secured a job or business. A beneficiary can defer repayment if he has not secured a job, but if after due diligence, he/she defaulted, then the student becomes a criminal and we will work with government agency that can help us get the money back, for example, EFCC, ICPC,” Sawyerr stated.


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