A Federal High Court in Abuja has restrained the Managing Director of Seplat Energy Plc, its other directors and the Company Secretary from further performing the duties of their offices pending the determination of a suit pending before the court.
Justice Inyang Ekwo handed out the order on Thursday in a ruling on an ex-patte motion filed by three aggrieved shareholders of Seplat – Juliet Ebere Nwadi Gbaka, Margaret Awobusuyi Funmilayo and Clement Akaeme. Justice Ekwo ordered the Security and Exchange Commission (SEC) to appoint suitable persons to run the affairs of Seplat pending the hearing and determination of the motion on notice filed by the applicants.
Those affected by the orders are Roger Thompson Brown (the MD), Basil Omiyi (Chairman of the Board of Directors); Emma Fitzgerald, Dr. Charles Okeahialam, Prof. Fabian Ajogwu, Rabiu Bello, Mrs.Bashirat Odenewu (independent non-executive directors).Also affected are Mrs. Edith Onwuchekwa (Company Secretary) and Samuel Ezeugwuorie (Chief Operating Officer).
Justice Ekwo granted the order after listening to the applicant’s lawyers, Abiodun Layonu (SAN), who moved the ex-patte application.
In the certified true copy (CTC) of the enrolled order seen on Thursday, the judge said:
*Order is hereby made restraining the 2nd to 10th defendants (the listed directors and company secretary) their agents, privies, assigns, personal representatives, and anyone acting on their behalf or instruction, from operating or functioning as officers of the 1st defendant (Seplat) under any guise, pending the hearing and determination of the motion on notice for interlocutory.
*Order is hereby made restraining the 2nd to 10th defendants from taking any decision or action whatsoever in respect to the day-to-day running of the 1st defendant, pending the hearing and determination of the motion on notice for interlocutory injunction filed by the applicants.
*Order is hereby made suspending the 2nd to 10th defendants as directing minds and secretary of the 1st defendant, pending the hearing and determination of the motion on notice filed by the applicants.
*Order is hereby made mandating and compelling the 11th defendant (SEC) to constitute and appoint suitable persons to run the affairs of the 1st defendant pending the hearing and determination of the motion on notice filed by the applicants.
Justice Ekwo then adjourned till May 23 for the hearing of the motion on notice filed by the applicants in which they are praying for similar reliefs.
The plaintiffs in the suit marked: FHC/ABJ/CS/626/2023, the plaintiffs accused the said directors of violating the Code of Corporate Governance for Public Companies in Nigeria by allegedly engaging in unhealthy corporate governance practices to the detriment of the company and other stakeholders.
Other defendants in the suit are Seplat Energy Plc, SEC, Corporate Affairs Commission (CAC), Datamax Registrar’s Ltd and Pricewaterhousecoopers Ltd.
They stated in a supporting affidavit, that the directors, “as members of the Board of the 1st defendant have not ensured compliance with the corporate governance documents of the 1st defendant, neither have they ensured compliance with the laws of Nigeria.
“In fact, the 2nd to 10th defendants (the affected directors) have observed Nigeria law more in breach than in compliance.
“The 2nd defendant (Brown) through the collaborative efforts of the 2nd to 10th defendants has implemented a different retirement age for the British and foreign nationals and moved many of them to the London office in order to shield their wrongdoing and protect them from retirement under Nigerian law.
“Some foreigners, who are over 60 years are still in the employment of the 1st defendant, while Nigerians of the same age bracket are told to retire once they reach the age of 60.
“Persons such as Mr. Rymll Peter Edward (67), Mr. Carl Franklin (62); Mr. Thomas Hywel Christopher (61) and Mr. Burge Peter Christopher (60) are just some of the names known to the plaintiffs that have been beneficiaries of this segregatory, unfair and discriminatory action by the 2nd defendant in the operation of the 1st defendant and in collaboration with the 3rd to 10th defendants.
“The 2nd defendant, with the collaborative efforts of the 2nd to 10th defendants, has ensured the sacking of Nigerians from the 1st defendant against the policy directive of the 1st defendant’s regulatory body, that is, the Nigerian Upstream Petroleum Regulatory Commission.
“The 2nd defendant, with the collaborative efforts of the 2nd to 10th defendants, has entrenched mismanagement and abuse of corporate governance in the 1st defendant.
“Upon resuming office as Chief Executive Officer/Managing Director of the 1st defendant, the 2nd defendant unilaterally relocated the technical/subsurface department of the 1st defendant to Aberdeen, Scotland, and appointed Irish and British nationals as heads of these sensitive and essential departments, thereby intentionally depriving Nigerians the training and career opportunities to grow in the industry in total violation of the Nigerian Oil and Gas Industry Content Development Act (NOGIC ACT).
“The running of the Aberdeen office is costing the 1st defendant several millions of US dollars on an annual basis,” the plaintiffs said.
They are praying the court to, among others, compel their removal from office for independent investigation of the various allegations raised against the affected directors.