SEC suspends Oando Plc’s AGM
• Shareholders okay commission’s directive
• Row over resignation of two non-executive directors
Following the ex-parte order of the Federal High Court, Ikoyi Lagos in suit no: FHC/L/CS/910/19, in Mr. Jubril Adewale Tinubu and Anor V Securities and Exchange Commission (SEC) and Anor, the commission has announced the suspension of Oando Plc’s Annual General Meeting (AGM) slated for Tuesday June 11, 2019 till further notice.
According to SEC, the suspension of the meeting was to allow the parties maintain status quo.
The commission added that it would update relevant stakeholders and the public on the outcome of the ongoing litigation.
In reaction to the development, the Publicity Secretary of the Independence Shareholders Association, Moses Igbrude, said SEC is the apex regulator of the capital market, and an audit has been carried out and the result indicted some official of the company.
“For the sake of the company, those affected should step aside until the court says otherwise. Those affected have the right to defend themselves without harming the company’s reputation.
“The AGM was fixed by those affected, and SEC has given counter instructions. So, all stakeholders should abide by it. Those appointed should hold the Extraordinary General Meeting (EGM) as instructed by the SEC for peaceful resolution,” Igbrude said.
The President of New Dimension Shareholders Association, Patrick Ajudua, said: “as shareholders, we are not surprise at the latest action from SEC. Our interest is for every decision from the regulator to be within the rule of law and for the survival of the company and minority shareholder.
“Therefore, suspending the AGM is in line with court injunction, which says all parties to the case must maintain status quo and knowing that AGM resolution will have effect on the decision of the regulator,” Ajudua said.
Meanwhile, shareholders at the weekend, expressed divergent opinions on the resignation of two non-executive directors of Oando Plc.
While some insisted the exit may give room for the appointment of new board members for improved performance, others believe this is the best time for the board to brainstorm on how to move the company forward.
Specifically, the former Secretary General, Independent Shareholders Association of Nigeria, Adebayo Adeleke, said: “In circumstances like this, directors who are protective of their names are likely to excuse themselves. They just do not want to get enmeshed in controversy.”
The President, Ibadan Zone, Shareholders Association of Nigeria, Eric Akinduro, argued that: “Resignation of directors is a normal phenomenon when it comes to board composition. To me, there is nothing unusual. If their resignation will give room for others to come on board for better performance, it is good.”
He also stressed the need for Oando and the SEC, to protect investors from further loss of investment as experienced in the past.
“My concern is that it is the best time for the company and regulators to protect our investment. We have suffered huge losses in recent past, and this must not continue for the interest of capital market.”
However, the President, Progressive Shareholders Association of Nigeria, Boniface Okezie, noted that the resignation of the board members may not bring lasting solution to the problem, as members must put heads together and chart a way forward for the company.
“I think the two non-executive directors in questions are the smarter ones; they want to take their exit before they are caught in a web by the SEC and Oando debacle.
“ For me, the question is whether their resignation will help solve the problem at hand? If all of them resign in that manner that means they have accepted SEC’s verdict on the whole issue.
“This is the time for all board members to put heads together to solve the problem facing the company and move it forward. It is not time to show distrust, but a time to come together and salvage the situation.
“They cannot resign and tell the world the resignation is not connected with the issue at hand; that is not true, they want to save their heads.”
Oando at the weekend announced the resignation of Chief Sena Anthony, and Oghogho Akpata from its Board of Directors, effective June 3.
“Chief Sena Anthony and Mr. Oghogho Akpata were active members of the Board and its subcommittees. The Board and Management of Oando PLC appreciate their valuable contributions to the growth of the Company,” it said.
Recall that Oando has been embroiled in a series of crisis over the last three years, and each predicament appears to be worse than the previous one.
Shareholders have shown fiery sentiments at the way the management has run the oil company’s businesses, and warned SEC to carefully review the petition they sent, while urging it to investigate their claims of poor corporate management at Oando, with a view to saving it further distress and possible bankruptcy.
They also asked SEC to protect minority shareholders from what they described as, “the ugly tyranny of the majority”.
Following the investigations on alleged gross mismanagement and abuse of corporate governance leveled against the management of Oando Plc in 2017, SEC recently barred the Group Chief Executive Officer (GCEO), Wale Tinubu, and the Deputy GCEO Mofe Boyo, from being directors of public firms for a period of five years.
Furthermore, the Commission also ordered the immediate resignation of the affected board members involved in the saga, and directed the convening of an EGM, on or before July 1, to appoint new directors for the company.
SEC also constituted an interim management team for Oando Plc, headed by Mr. Mutiu Olaniyi Adio Sunmonu, to oversee its, and to conduct the EGM to appoint new directors to the Board, who would subsequently select a Management Team for the company.
However, Oando Plc thereafter, sought a court injunction restraining the SEC from executing the decisions.