● Passes vote of confidence in Brown as CEO
By Chisaa Okoye (Business reporter)
Seplat Energy has confirmed the order of the Federal High Court, Lagos, restrainung its Chief Executive Officer (CEO), Roger Brown from participating in the running of the Company for a period of seven days.
Seplat Board Chairman, Basil Omiyi, said in a statement made available to ARMADANEWS on Friday that the interim injunction was premised on “allegations of unfair, prejudicial, and offensive acts by the Chairman, CEO and all of the Independent Non-Executive Directors (INED) of Seplat Energy.”
According to him, the injunction was filed by Messrs. Moses Igbrude, Sarat Kudaisi, Kenneth Nnabike, Ajani Abidoye and Robert Ibekwe, who purport to have shares in Seplat Energy Plc.”
Omiyi, however said that Mr. Brown has delegated authority to Mr. Samson Ezugworie, the Chief Operating Officer, to act as CEO during the period that he (Brown) is required to step back from his executive duties.
Omiyi also said the Order allows him (the Chairman), and all the INEDs of Seplat Energy to continue running the affairs of the Company on the basis that it is in accordance with Nigerian law.
The Federal High Court in Lagos, presided over by Justice Chukwuejekwu Aneke, on Wednesday restricted Brown from participating in the management of the company for seven days.
The court also restricted Brown’s proxies, agents and privies from managing the company until a decision is reached on a motion by some stakeholders on notice for interlocutory injunction.
The petitioners – Moses Igbrude, Ajani Abidoye, Sarat Kudaisi, Robert Ibekwe and Kenneth Nnabike, had prayed the court to grant an order restraining the chair of the directors’ board, Basil Omiyi, and all independent non-executive directors of Seplat Energy from running the company’s affairs “in an illegal, unfairly, prejudicial and oppressive manner pending the hearing and determination of the petitioners’ motion on notice for interlocutory injunction.”
Justice Aneke, granted the plea and adjourned the matter till March 23, 2023 for hearing.
According to the court documents, the aggrieved shareholders had filed separate petitions seeking for an order forbidding Seplat Energy and its chairman from retaining Brown as the company’s CEO or allowing him to serve in any other role within the firm on allegations of racism, discrimination, favouritism and breach of corporate governance.
Rauf Aregbesola, Nigeria’s Minister of Interior had on March 3, written Mr Omiyi, notifying him of the revocation of Brown’s work permit, visa and residence permit over alleged racism, favouring foreign workers, and discriminating against Nigerian employees.
It was alleged that Brown declined to attend two invitations, claiming to be unavailable even though he was in Nigeria at the time.
However, Seplat said these “allegations are a spurious and vindictive reaction to the Board’s enforcement of corporate governance standards and a determination to continue to uphold their fiduciary duties and loyalty to the Company, adding, “the Board of Seplat Energy has unanimously passed a vote of confidence in Mr Brown as the CEO.”
Below is the full statement by Omiyi:
Seplat Energy Plc (“Seplat Energy” or the “Company”) – Corporate Update/Response.
Lagos and London – 10 March 2023: Seplat Energy Plc reports that on March 9, 2023, it was served with court processes and ex-parte Interim Order of the Hon Justice C. J. Aneke of the Federal High Court, Lagos, Nigeria, restraining the Chief Executive Officer, Mr. Roger Brown from participating in the running of the Company for a period of 7 days.
The Board believes these allegations are a spurious and vindictive reaction to the Board’s enforcement of corporate governance standards and a determination to continue to uphold their fiduciary duties and loyalty to the Company. The Board of Seplat Energy has unanimously passed a vote of confidence in Mr Brown as the CEO.
The interim orders are premised on allegations of unfair, prejudicial, and offensive acts by the Chairman, CEO and all of the Independent Non-Executive Directors (INEDs) of Seplat Energy.
The allegations include that the CEO organised a site visit for a number of its major shareholders to the Company’s operations, cancelled some catering and landscaping contracts, and introduced a new job performance rating.
Seplat Energy refutes the allegations and notes that since Mr. Brown became CEO in 2020, Nigerian nationals have been appointed to the company’s most important positions, including Chairman, Senior Independent Non[1]Executive Director, Chief Financial Officer and Chief Operating officer.
The Order allows the Chairman, Mr. Basil Omiyi, and all the INEDs of Seplat Energy to continue running the affairs of the Company on the basis that it is in accordance with Nigerian law. Mr. Brown has delegated authority to Mr. Samson Ezugworie, Chief Operating Officer, to act as CEO during the period that he is required to step back from his executive duties.
The injunction was filed by Messrs. Moses Igbrude, Sarat Kudaisi, Kenneth Nnabike, Ajani Abidoye and Robert Ibekwe, who purport to have shares in Seplat Energy Plc. Seplat will follow the due processes of law in responding to the allegations before the courts. At the same time, the Company will continue to maintain its operational excellence and act in line with the best corporate governance standards.
This announcement is made pursuant to Rule 17.10 of the Rulebook of the Nigerian Exchange, 2015 (Issuer’s Rule).
Responsibility for publication
This announcement has been authorised for publication by Mr. Basil Omiyi, Independent Chairman / Dr. Charles Okeahalam, Senior Independent Director, on behalf of the entire Board of Seplat Energy PLC.
Signed:
Mr. Basil Omiyi
Board Chairman