Shareholders seek probe into firm’s expenditure, alleged breach of corporate governance code

The Independent Shareholders Association of Nigeria (ISAN) has demanded a probe into the affairs of indigenous energy firm Seplat Energy Plc, over the amount it spent on legal fees defending its Chief Executive Officer, Roger Brown, in the first half of the year.

They also called on President Bola Tinubu to direct the immediate probe of alleged breaches of the Nigerian Code of Corporate Governance (NCCG) by the company’s Board to “save the company from going down.”

This was revealed in a joint press conference by the National Coordinator of ISAN, Moses Igbrude, and the Executive Director of Make A Difference Initiative, Lemmy Ughegbe on Sunday.

The group described as “unfortunate and baffling” a situation where Seplat “claims to have spent a whopping $19.4 in such a short period of less than four months defending a foreign national accused of breaching the Code of Corporate Governance, flouting Nigerian laws, and being indicted of racism against Nigerians on our own soil.”

They also called for the investigation of the withdrawal of criminal charges against Seplat’s Board and the restoration of the immigration documents of the company’s CEO, Mr Roger Brown.

“Very sadly, this $19.4m represents 23 percent of the company’s closing profit of $82.6m declared at page 10 of the H1 report. When Mr, Roger Brown’s Long Term Incentive Plan (LTIP), which is 2,779,181 shares, an equivalent of £3.6m or $4.7m (N4.8bn) in the same period is added to the $19.4m professional fees, it comes to about $24.1m, representing 29 percent of the company’s net profit in H1.

“Yet, Seplat has been beating its chest for declaring a total dividend of $17.6m for its shareholders for Q2 (second quarter). This is the height of profligacy, and we condemn it in its entirety.

“Worse still, the issues that necessitated the legal action are yet to be addressed, but instead exacerbated,” the joint statement read by Igbrude said.

They also urged President Bola Tinubu to set up a probe panel composed of the Economic and Financial Crimes Commission (EFCC), the Independent Corrupt Practises and Other Related Offences Commission (ICPC), and other relevant bodies to investigate the circumstances surrounding the so-called N16 billion in legal fees and other related matters in Seplat Energy Plc.

“We want to know how much of the senseless N16 billion in professional legal fees were actually paid to lawyers handling the cases. Nigerians and the investing public deserve to know who the lawyers are and how much was paid to each lawyer or law firm.

“Did those lawyers in any way serve as conduits for any unholy compromises in the legal tussles that resulted in the questionable court injunctions and vacation of court orders in favour of Seplat? For instance, the Federal High Court injunction in Suit No. FHC/ABJ/CS/726/2023 was discharged on Motion Ex-parte by the Court of Appeal in less than 48 hours of filing by Seplat without giving the Respondent the opportunity to respond.

“What informed the sudden withdrawal of criminal charges (FHC/AB/CR/149/2023) instituted against Seplat CEO, Roger Brown, and the INEDs as well as the restoration of Brown’s visa, work, and resident permit by the Nigerian Immigration Service and Ministry of Interior without any explanation to the public or the endangered Nigerian employees in Seplat, whose petition led to the investigation in the first place? Why were such important decisions hurriedly and surreptitiously taken immediately after the Minister left office at the end of the previous administration?”

They wondered.