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.
Coca-Cola Launches JAMII: its New Sustainability Platform in Africa
Today, Coca-Cola Africa Operating Unit (“AOU”) and its bottling partners announced the launch of JAMII, the new Africa-focused sustainability platform. The platform houses the Company’s existing and new sustainability initiatives. Through this signature platform, Coca-Cola hopes to attract like-minded partners to help accelerate on-the-ground impact of its initiatives.
The new platform will build and expand on the past accomplishments in three areas; water stewardship, the economic empowerment of women and youth and waste management. This will be delivered together with bottling partners, system employees, and several NGO partners.
“We recognize the responsibility we have as market leaders to make a meaningful difference – to empower and protect the communities and the environment in which we operate. Whether it is giving people access to safe drinking water, creating economic opportunities for people in dire need of it, or reducing the impact of our operations on the environment- we are committed to making that difference,” said Bruno Pietracci, Africa President at The Coca-Cola Company.
Patricia Obozuwa, AOU Vice President for Public Affairs, Communications and Sustainability added; “We chose the name JAMII, a Swahili word that means Community, Society, People – because it represents who we are as Africans and aligns with our values as an organization- our resilience, our commitment, and our spirit of community. Consolidating our sustainability efforts under this umbrella will allow us to strengthen our value proposition and make good on our promise to continue to be a trusted partner for sustainable growth in Africa.”
In the area of women and youth economic empowerment, JAMII will promote and stimulate entrepreneurship opportunities through the provision of improved access to skills training, networks, finance & markets. To date, over 2 million women across Africa have been economically enabled as part of the 5by20 program.
In the area of water stewardship, we will replenish 100% of the water used in production of our products by managing water use efficiency in our operations, supporting the conservation of natural water resources and improving community water access and climate change adaption. So far, combined efforts by Coca-Cola Africa, The Coca-Cola Foundation and its partners have resulted in sustainable access to drinking water for over 6 million people through the Replenish Africa Initiative (RAIN).
For waste management, Coca-Cola Africa is committed to driving a world without waste. Nearly all of Coca-Cola’s packaging is already recyclable with the goal of recycling the equivalent of 100% of its packaging waste by 2030.
Obozuwa added that “Coca-Cola Africa is already forming new partnerships to facilitate the implementation of JAMII projects that will deliver on these goals.”
Internally, JAMII will inspire employees to make a difference in their immediate communities. Employee-nominated charities will receive grants and employee volunteering will be encouraged. Also, The Coca-Cola Employee Disaster Relief Fund will support employees facing financial hardship as a result of a natural disaster.
Dangote Cement Commences 2nd Phase of Shares Repurchase for 50kobo Each
Dangote Cement Plc has announced the commencement of the second tranche of its share buyback programme.
It is a 170 million shares repurchase which will run from 19th to 20th of January as contained in a release signed by the company’s deputy secretary, Edward Imoedemhe on Wednesday.
“Tranche II will be executed under the approval granted by the Company’s shareholders at the Annual General Meeting of DCP, which was held on 26 May 2021, within the framework provided under Rule 398 (3)(xiv) of the Securities and Exchange Commission’s (“SEC”) Rules and Regulations (as applicable) and in accordance with Rule 13.18 of the Rulebook of the Nigerian Exchange Limited (“NGX”). Based on the aforementioned shareholders’ approval, the number of shares to be repurchased under the Share Buy-Back Programme will not exceed 10% of DCP’s issued capital.
“The Programme is being effected in tranches, with Tranche II being executed by the appointed stockbrokers on the Company’s behalf.”
The release further stated that the company will continue to monitor the evolving business environment and market conditions in making decisions on further tranches of the Share Buy-Back Programme, adding that an announcement will be published upon completion of Tranche II of the Programme.
The Mode of Exchange is open market on the Nigerian Exchange Limited with current shares: 17,040,507,404 as fully paid-up ordinary shares of 50 Kobo each; Tranche Size Up to 170,003,074 fully paid-up ordinary shares of 50 Kobo each, representing 1% of the currently issued shares, less treasury shares.
Shareholders and investors were advised to exercise caution when dealing in the securities of Dangote Cement until the completion of Tranche II of the Share BuyBack Programme.
Meristem Stockbrokers Limited and Vetiva Securities are joint stockbrokers for the transaction.
The market value of the company stands at N4.7 trillion as of Wednesday with Aliko Dangote as the majority owner.
The company, which disclosed the ambition two years ago, said it would purchase 170 million units of its common stock from the open market in the new phase of the share buyback scheme launched in December 2020.
The scheme is aimed at making fewer shares available for trade as it drives its share price.
Having checked its current valuation as being lower than it should be, the multinational company seeks to buy back 10 percent (1.7 billion units) of its outstanding shares hoping that the repurchase will drive up price.
It repurchased 0.24 per cent (40.2 million units) of its ordinary shares for N9.8 billion in the first tranche at the end of 2020, with the intention of acquiring 0.5 per cent.
BUA Group Lists BUA Foods Plc on Nigerian Exchange Limited
BUA Group, a leading foods, infrastructure, mining and manufacturing conglomerate in Nigeria with diversified investments, has listed its food unit, BUA Foods Plc on the Nigerian Exchange Limited on Wednesday.
The Nigerian Exchange Limited listed the company by introduction on the Main Board of the Exchange.
BUA Foods Plc listed a total of 18 billion ordinary shares at N40.00 a unit under the Consumer Goods sector of NGX, with the trading symbol, BUAFOODS.
Following the listing of BUA Foods, the market capitalisation of the Nigerian Exchange Limited grew by N720 billion, further boosting the liquidity in the Nigerian capital market and providing opportunities for wealth creation.
According to the NGX, “it is expected that this listing will also increase the visibility of the food manufacturing, processing, and distribution company, BUA Foods, to investors on the African continent and across the globe.
“NGX facilitated over N7 Trillion worth of capital raises across several asset classes for both public and private corporations in 2021. As a multi-asset Exchange, NGX is strategically positioned to be the preferred listing and investment destination connecting Nigeria, Africa and the world.”
Since listing on the Exchange on Wednesday, the price of BUA Foods Plc has appreciated by 20 percent to N48.40 a unit with investors trading 11,289,437 shares valued at N544,692,788.80 on Thursday.
In 2020, BUA Group listed BUA Cement Plc on the Nigerian Stock Exchange, now Nigerian Exchange Limited, and in 2021, BUA consolidates its foods business into BUA Foods and subsequently listed it on the stock market on January 5, 2022.
Founded by Abdul Samad Rabiu in 1988, BUA Group is a leading conglomerate with diversified investments spanning key business sectors in Africa. BUA Cement Plc, the second-largest cement manufacturing company in West Africa, now produces 8,000,000 MTPA, Combined Cement Production Capacity. While BUA Sugar Refinery Limited combined sugar production capacity stood at 1,500,000 MTPA.
BUA Foods Plc comprises of:
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