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Reasons Why Seplat Sacked Avuru as Non-Executive Director

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Austin Avuru

More facts emerge on why SEPLAT terminated Avuru’s appointment as Non-Executive Director.

The investing public may not have heard in details 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. 

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, 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 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 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 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 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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Dangote Refinery Sells Petrol At N990 Per Litre to Trucks

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Dangote Refinery

Dangote refinery has finally announced the price of premium motor spirit (PMS), popularly known as Petrol, following months of back and forth.

The company said it sells to domestic marketers at N971 per litre into ships and N990 into trucks, according to a statement signed by Anthony Chiejina, Group Chief Branding and Communications Officer and released on Sunday evening.

“Post deregulation, NNPC set the pace by selling PMS to domestic marketers at N971 per litre for sale into ships and at N990 for sale into trucks. This set the benchmark for our pricing, and we have even gone lower to sell at N960 per litre for sale into ships while maintaining N990 per litre for sale into trucks”, the company said in the statement released on its X page.

On a series of accusations and counter-accusations from IPMAN, PETROAN, and other associations, Dangote refinery said it is impossible to land petrol at a lower price than Dangote refinery’s current price, except they are importing substandard products.

“Both organisations claim that they can import PMS at lower prices than what is being sold by the Dangote Refinery. We benchmark our prices against international prices, and we believe our prices are competitive relative to the price of imports.

“If anyone claims they can land PMS at a price cheaper than what we are selling, then they are importing substandard products and conniving with international traders to dump low quality products into the country, without concern for the health of Nigerians or the longevity of their vehicles. Unfortunately, the regulator (NMDPRA) does not even have laboratory facilities which can be used to detect substandard products when imported into the country.”

The company claimed it started selling at the stated rates without knowing the exchange rate that would be used to pay for the crude purchased.

Meanwhile, the company has said an international trading company rented a depot facility close to its refinery with plans to start blending substandard products and dump them into the Nigerian market to compete with Dangote refinery’s better quality.

“This is detrimental to the growth of domestic refining in Nigeria. We should point out that it is not unusual for countries to protect their domestic industries in order to provide jobs and grow the economy. For example, the US and Europe have had to impose high tariffs on EVs and microchips in order to protect their domestic industries.”

“While we continue with our determination to provide affordable, good quality, domestically refined petroleum product in Nigeria, we call on the public to disregard the deliberate disinformation being circulated by agents of people who prefer for us to continue to export jobs and import poverty.”

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BUA Foods Revenue Surges 104%, Hits N1.07 Trillion Amidst Rising Costs

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BUA Foods Plc, one of the fastest-growing food companies in West Africa, grew revenue by 104% in the period ended September 30, 2024 to N1.070 trillion from N524.48 recorded in the same period in 2023.

The company’s cost of sales also inched higher to N736.975 billion, a 116% from N349.648 billion filed in the corresponding period of 2023 while gross profit rose by 82% to N333.820 billion.

BUA Foods spent 45% more on selling and distribution expenses at N29.319 billion in the period under review from N20.273 billion.

Also, more money was spent on administration as administrative expenses jumped 84% from N7.913 billion to N14.545 billion. During the period, the company spent N43.862 billion on operating expenses, representing a 56% increase from the N28.185 billion spent in 2023.

Still, the 104% increase in revenue bolstered operating profit by 101% to N315.126 billion from N156.883 billion in 2023.

Loss due to foreign exchange fluctuation dragged on the company’s profit before income tax in the first nine months of the year as N87.961 billion was lost due to Naira devaluation to contain profit before tax at N215.657 billion.

Profit after tax increased by 91% from N105.618 billion in 2023 to N201.389 billion.

Commenting on the results, Engr. (Dr.) Ayodele Abioye, the Managing Director, said “We are thrilled to have sustained a remarkable growth trajectory, underscoring the impact of our strategy, innovative product development, and steadfast commitment to quality, even in the face of a challenging business climate.

“Revenue grew by 104% to N1.07 Trillion compared to the same period last year, while our gross profit stands at N333.8 billion, reflecting a growth of 82%. We saw the benefits of our production capacity expansion and product innovation, as we witnessed an 11% growth in aggregate volume which has further strengthened our position within the industry.

“Looking ahead, we will remain steadfast in addressing current food supply challenges by leveraging newly commercialized supply chain assets across our business divisions. We would maintain focus on driving internal efficiencies for business growth towards delivering long-term shareholder value.

“We thank our stakeholders, particularly our customers, and consumers for their love for the brand even as we continue to nourish lives.”

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Dangote Urges NNPC, Marketers to Halt Petrol Imports and Source Locally from Lagos Refinery

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Aliko Dangote - Investors King

The founder and Chief Executive of Dangote Group, Aliko Dangote, has urged the Nigerian National Petroleum Company (NNPC) and independent oil marketers in Nigeria to halt petrol imports and source the product from his Lagos refinery.

Dangote made this appeal on Tuesday at the State House, Abuja, while addressing Nigeria’s fuel scarcity issue after a meeting with President Bola Tinubu.

According to the business mogul, the country should not rely on petrol imports when his refinery has over 500 million litres in storage.

Investors King reported that oil dealers in Nigeria resumed importing petrol from abroad, claiming Dangote’s refinery could not meet demand. The marketers said they turned to foreign refiners to avert fuel shortages.

During the press briefing at the State House, however, Dangote emphasized that he should not be blamed for the scarcity or the long queues at petrol stations, as he is only a producer, not a retailer.

Dangote revealed that the NNPC’s reluctance to buy from his refinery costs him money daily.

He explained, “We are producers. I have a refinery. I’m not in the business of retail. If I were, then you could hold me responsible. But what I’m saying is that the retailers should please come forward and pick up the supply. If they don’t, what do you expect me to do? There is nothing I can do.”

“I expect either the NNPC or marketers to stop importing and collect the supply we have here. Keeping millions of litres in storage costs me daily,” Dangote added.

Fuel scarcity has plagued Nigeria since Bola Tinubu announced the end of the fuel subsidy upon assuming office. Despite the establishment of Dangote Refinery in Lagos, Nigerians hoped that petrol scarcity would soon be a thing of the past. While the refinery promised 650,000 barrels per day, the problem persists with no end in sight.

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