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Why SEPLAT Sacked Avuru as Non-Executive Director

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Austin Avuru
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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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Ghana Tasks Africa On Increased Cyber security Investments

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Ghana has urged other African countries to boost investment in cyber security tools and capacity building.

Samuel Nartey George, minister for communication, digital technology, and innovation, made the call while delivering a lecture on Cyber security – Ghana’s Policy and Readiness at the Ghana Armed Forces Command and Staff College as part of the ongoing Defence Management Course 25.

In his presentation, he urged other African countries to establish cyber security resilience while acknowledging the financial and political trade-offs, but emphasised the long-term value of digital security in defending national sovereignty.

The Ghana minister’s call for increased investments comes as analysts argue that cyber security should not be considered as an afterthought, a compliance checkbox, or a last-minute technical fix.

They believe that politicians, technology leaders, and businesses must collaborate to develop governance frameworks that address Artificial Intelligence (AI)-specific threats, invest in secure-by-design solutions, and build local cyber security skills on a scale.

In the case of George, he gave a data-driven presentation on Ghana’s digital transformation agenda and cyber security readiness, stating that cyber security was the new frontier of national security and defence.

‎According to him, all traditional defence mechanisms today rely on secure digital infrastructure.

‎The minister’s presentation covered key thematic areas: the emergence of the digital economy; threats to the digital landscape, ‎Ghana’s journey toward a secure and resilient digital future and a national roadmap for further advancement.

He also demonstrated how government digitisation efforts—such as e-parliament, e-justice, e-passport, e-procurement, e-immigration and smart workplace platforms—are reshaping governance, judicial processes, and public service delivery.

‎Additionally, George disclosed recent successes in cyber-intelligence operations involving collaboration with international partners like the FBI and INTERPOL, which led to arrests and asset recovery tied to transnational cyber-crime syndicates.

‎“Cyber fraud is real, and Ghana has made significant strides in arresting cyber-criminals through advanced digital forensics, AI tools, and coordinated intelligence sharing,” he said.

‎George also revealed ongoing work on updating Ghana’s cyber security laws to address emerging threats including AI abuse, terrorism financing, deepfakes, and online child exploitation.

‎To fellow African states, he cautioned: ‎“Cyber security doesn’t win elections, but its absence can cost lives and state stability. We must prioritise it.”

George asked that they enhance their investment in cyber security.


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Microsoft to Cut About 4% of Jobs Amid Hefty AI Bets

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Microsoft, will lay off nearly 4% of its workforce, the company said on Wednesday, in the latest job cuts as the tech giant looks to rein in costs amid hefty investments in artificial intelligence infrastructure.

The company, which had about 228,000 employees worldwide as of June 2024, had announced layoffs in May, affecting around 6,000 workers. It was planning to cut thousands of jobs, particularly in sales, Bloomberg News reported last month.

The Windows maker had pledged $80 billion in capital spending for its fiscal year 2025. However, the soaring cost of scaling its AI infrastructure has weighed on its margins, with its June quarter cloud margin expected to shrink from last year.

Microsoft said on Wednesday it planned to reduce organizational layers with fewer managers and streamline its products, procedures and roles.

The Seattle Times first reported on the layoffs earlier on Wednesday. Separately, Bloomberg News reported Microsoft’s Barcelona-based King division, which makes the Candy Crush video game, is cutting 10% of its staff, or about 200 jobs.

Microsoft confirmed to Reuters that its gaming division was impacted by the layoffs, although not the majority of the unit, but did not provide further details.

Big Tech peers, which are investing heavily in artificial intelligence, have also announced job cuts.

Facebook parent Meta, earlier this year said it would trim about 5% of its “lowest performers”, while Alphabet’s, Google has also laid off hundreds of employees in the past year.

Amazon, has also cut jobs across its business segments, most recently in its books division. The company had earlier laid off employees in its devices and services unit, and communications staff.

Economic uncertainties and rising costs have triggered layoffs across sectors in Corporate America, as companies rush to streamline operations and hedge against further cost pressures.

 


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Kaspersky Explains how to Protect Smart Home Devices

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It is expected that by 2028, more than 33% of households worldwide will be equipped with smart home systems. Voice assistants, kitchen robots, smart lights and many other intelligent devices have become an integral part of our everyday life, transforming the way we interact with our living space.

However, with the rise of smart technology comes the need for robust protection against potential vulnerabilities. Kaspersky shares useful tips on how to look after smart home devices’ security on a daily basis, to make your home not only comfortable, but also secure.

Why do we call it “smart”?

Smart home systems integrate various devices, creating a “living” environment, enabling seamless interaction between gadgets and users. Usually, it has a central hub or controller, which acts as the brain of the smart home.

Smart home systems can include a wide variety of devices and appliances such as cameras, sensors, actuators and multiple household gadgets such as fridges, toasters, washing machines and vacuum cleaners. These devices connect with each other and other systems via the Internet.

Users can choose between different options when interacting with their smart home:

  • Mobile apps that allow users to control devices, set schedules, and receive notifications even outside the house
  • Voice assistants, which enable voice commands to control devices
  • Web Portals and online dashboards that provide access to device settings and monitoring afterloggingin to the user’s

Comfort and ease of use are the main advantages of a smart home system. Users can set specific times for devices to perform actions, for example, turning on lights at sunset. Devices can also be programmed to respond to specific events, such as turning on the thermostat when the user arrives home.

Even TVs with built-in AI technology, which can help you to discover dishes in shows as they appear on screen, find the recipe, and then compare the products needed for its preparation with those that are in your fridge and make a shopping list doesn’t sound like a fantasy anymore.

Despite the advantages that a smart home system offers, its Achilles’ heel is the Internet connection. Connectivity of all devices to a local Wi-Fi network as well as the need to log into personal accounts makes intelligent gadgets potentially vulnerable to hacking.

There are already examples when attackers gained unauthorised access to Ecovacs robot vacuums to spy on their owners and disturb them by making loud noises and uncontrolled moves. Even an Internet-connected mattress system in theory can be hacked, making the gadget potentially unsafe to use.

The vacuum cleaner is watching you

The idea that the regular household items surrounding you every day might be sharing personal data, overhearing, or even watching you, sounds terrifying. However, there is no need to stop using your favourite gadgets. Though examples of smart home device attacks are still rare, basic security rules are essential to safely enjoy the benefits of smart technology, preventing hackers from using them against you.

  1. Secure your Wi-Fi network. It’s highly recommended to change the system password that many Wi-Fi routers have by default to a more complex and secure one. Here are some tips on how to create stronger passwords.
  2. Monitor your network regularly. Look out for any suspicious activity on your local network or even consider using specific monitoring tools like Kaspersky Wi-Fi Security Check, which alerts you if Wi-Fi security settings are weak or if there are open ports that could allow unauthorised access to your Wi-Fi or smart home devices and Smart Home Monitor, which notifies you when a new device joins your Wi-Fi network so you can disconnect it.
  3. Track your device’s activity. Any device’s unusual behaviour might be a signal that somebody has access to it. If you notice suspicious activity it’s recommended to change your account password (if you are logged in on the device) and check your local network traffic.
  4. Review the settings regularly. Less is more. Disable any unnecessary features or services on your device that could pose a risk to your privacy or security. For example, you can disable access to a device’s camera and microphone if you are not currently using these functions.
  5. Make rational choices. The prospect of using as many smart devices as possible seems very tempting, but remember that every new gadget increases the potential risk to your security, so choose carefully and opt for responsible manufacturers.

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