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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.
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.
In a significant move to safeguard Nigeria from potential fraud, the Attorney-General of the Federation and Minister of Justice, Chief Lateef Fagbemi (SAN), has led a team of senior lawyers to represent the Federal Government at a Supreme Court hearing over the Petro Union Oil and Gas Limited case.
The development marks the first time the Federal Government was represented at such a high level since the little-known company secured a judgment from the Federal High Court in Abuja for £2.556 billion.
However, the Economic and Financial Crimes Commission (EFCC) had concluded in its investigation report that Petro Union obtained the judgment by allegedly using a Barclays Bank UK cheque to draw from an account closed five years before it was presented.
The anti-graft agency’s finding led to the ongoing prosecution of the oil company’s directors before the Federal High Court in Lagos.
The directors, Prince Kingsley Okpala, Prince Chidi Okpalaeze, Prince Emmanuel Okpalaeze, and Abayomi Kukoyi (trading as Gladstone Kukoyi & Associates), are facing a 13-count charge of conspiracy, forgery, and fraud before Justice Chukwujekwu Aneke.
Chief Fagbemi’s appearance in the controversial case is particularly notable because it demonstrates the Federal Government’s resolve to fight the March 11, 2014, court order, which directed the Central Bank of Nigeria (CBN), Union Bank of Nigeria, the Minister of Finance, and the Attorney-General to jointly pay Petro Union the judgment amount along with 15 per cent interest per annum.
During the March 17, 2025 proceedings, Chief Fagbemi led a team of lawyers, including Mohammed Gazali (SAN), a Director in the Federal Ministry of Justice, and other lawyers representing the Federal Government and its agencies.
Chief Adegboyega Awomolo (SAN) led the legal team for Union Bank, while the CBN’s legal representation was headed by Damian Dodo (SAN) alongside Mrs. Olabisi Soyebo (SAN) and others.
Chief Awomolo argued an application to amend the Notice of Appeal by adding eight additional Grounds of Appeal.
While the AGF and the CBN’s lawyers supported the motion, Petro Union’s legal team opposed it.
After listening to arguments on the matter from the lawyers, the Supreme Court reserved its ruling for a later date to be communicated to the parties.
The judgment sum against the Federal Government, CBN, and Union Bank now stands at over £15 billion, including interest—exceeding 50% of Nigeria’s foreign reserves.
Legal experts have compared this situation to the infamous $10 billion Process and Industrial Development (P&ID) case.
The troubling events leading to this judgment began in 1994 when Petro Union allegedly fraudulently obtained a cheque worth £2.556 billion from a Barclays Bank branch in the UK.
The company presented this cheque at a Union Bank branch in Lagos, claiming it was for a contract related to refinery construction and the establishment of a bank.
Subsequent investigations by the CBN and Union Bank unveiled that the cheque, dated December 29, 1994, and drawn in favour of Gladstone Kukoyi & Associates, was confirmed by Barclays Bank to be counterfeit.
Barclays Bank had also indicated that Gazeaft Limited, the issuer of the bill of exchange, did not have an account with them and was not listed as a registered company in the UK.
Despite these findings, Petro Union and its agents persisted in their claims that Union Bank had received £2,556,000,000.00 on their behalf and had transferred £2,159,221,318.54 to the CBN while retaining £396,778,681.46. This led to court actions against the CBN and Union Bank based on these dubious claims.
In a concerning development, Petro Union managed to secure a judgment by presenting an alleged statement of account from the CBN, neglecting the fact that a Central Bank serves as a banker to the government and banks, not to individual companies or persons.
Following these proceedings, both the CBN and Union Bank filed appeals to overturn the judgment, particularly as evidence of fraudulent motives began to emerge during the ongoing criminal prosecution of Petro Union and its executives at the Federal High Court in Lagos.
Additionally, information already presented to the Supreme Court suggests that Petro Union may have obtained the judgments at lower courts by allegedly providing evidence that appears to be based on falsehoods, forgery, misrepresentation of facts, and concealment.
Given Nigeria’s increasing debt profile, many observers are alarmed by the prospect of this additional £15 billion ‘debt’ looming over the nation. They are looking to the Supreme Court to deliver justice in this complex matter.
President Bola Tinubu has congratulated Dr Fene Osakwe on winning the Cyber Personality of the Year award at the 2025 Cyber Security Awards in the UK.
Dr Fene Osakwe
According to Bayo Onanuga, special adviser to the President in a statement, Dr Osakwe is the chairman of the Lagos State Cybersecurity Advisory Board and the first African to win in the Cyber Security Awards category.
He was recognised for his exceptional leadership, advocacy, and expertise in cybersecurity and data privacy, clinching the prize ahead of other finalists from the United States, the UAE, Qatar, the Netherlands, and the UK.
President Tinubu celebrates Dr Osakwe’s achievements, underscoring his immense contributions to cybersecurity and his efforts to evolve new horizons in the field.
The President described the 2025 Cyber Personality of the Year as an exceptional Nigerian and a worthy representation of Nigeria’s talented, innovative, and pace-setting youth.
While extolling the youth as Nigeria’s greatest asset, President Tinubu stated that Dr Osakwe’s nomination and subsequent win foreground the global impact of young African professionals in cybersecurity.
The President wished Dr Osakwe more success in his endeavours.
Insight Publicis, one of Nigeria’s leading integrated marketing communications agencies, has announced its decision to resign from the Airtel Nigeria account, effective immediately.
This decision follows an extensive evaluation of the engagement, during which both parties were unable to reach an agreement on terms that appropriately reflect the scope of work and the value Insight Publicis brings to the partnership.
While both organizations hold each other in high regard, the agency remains committed to engagements that align with its strategic priorities and industry benchmarks.
Speaking on this, Dolapo Ogunbambo, chief operating officer of Insight Publicis, said “Our commitment to excellence necessitates that we engage in partnerships where there is mutual alignment on value creation and strategic objectives.
“We have valued our association with Airtel Nigeria and wish them continued success in their future endeavors.”
Insight Publicis will ensure a seamless transition and remains focused on delivering exceptional marketing solutions to its diverse clientele across various industries. She said.
Founded in 1979, Insight Publicis is a pioneer in Nigeria’s marketing communications landscape, offering a full suite of services, including brand strategy, multimedia creative solutions, digital marketing, and consultancy. As part of the global Publicis Groupe, Insight Publicis combines deep local expertise with international insights to drive impactful brand storytelling and business growth.
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