Fabian Ajogwu and Paradox of Corporate Governance
Over the weekend, Prof. Fabian Ajogwu, SAN, resigned from the Board of Directors of Seplat Energy PLC. This piece would not have been necessary if the Learned Silk and Nigeria’s first Professor of Corporate Governance had quietly moved on after his Seplat fiasco. But his publicists went to town misleading Nigerians on the Seplat crisis. He forgot that when he points a finger, the rest will naturally point back at him; more so when a cursory look at the crisis in Seplat today, boils down to two things: a staggering failure in crisis management gross abuse, and failure of Corporate Governance, which largely falls on his shoulders as the Chairman of the company’s Nomination and Corporate Governance Committee (NOMCO).
The writer predicated Ajogwu’s resignation on alleged “deliberate external interference that have prevented him from continuing the discharge of his fiduciary and statutory duties as an independent non-executive director to the highest standards of corporate governance as he has widely published and subscribed to over the years”. The supposed acts, according to the piece, manifested in: “Ex parte injunction issued by the Federal High Court in Lagos, which was subsequently set aside after weeks; a similar case filed at Federal High Court Abuja, which analysts have described as potentially abusive of court processes; framing the CEO (Mr. Roger Brown) as a ‘racist’ without any due process of court or fair hearing; an unwarranted charge filed against Seplat and its Directors by the Nigeria Immigration Service on 6th April 2023 and withdrawn hours later on the same date by a Notice of Discontinuance of the same dated 6th April 2023; (and) efforts by these same forces to mislead agencies of the Federal Government (FG) and the courts, to frustrate the lawful business of Seplat, destroy shareholders’ investments and harass and intimidate independent non-executive directors on baseless allegations”.
*Was Roger Brown framed as a racist?*
It is recalled that some Nigerian employees of Seplat Energy petitioned the Ministry of Interior in January this year, leveling serious allegations against their CEO, Mr. Brown. They accused him of racism, intimidation, bullying, and sacking of Nigerian staff of Seplat; intimidation of senior staff and members of the senior management team; abuse of corporate governance, the relegation of host communities, relocation of Seplat technology office to Aberdeen; bullying of Nigerian staff by foreign nationals, etc. What exactly did the first “Professor of Corporate Governance” do when this British CEO and his expatriate friends and brothers allegedly bullied Nigerian employees of Seplat? Did he bother to cause an investigation into the matter? Does it mean that Mr. Roger Brown is bigger and more important than the multitude of employees suffering in Seplat? Does fair hearing only apply to Mr. Brown? Don’t poor Nigerian employees deserve to be heard by their own company?
Also, must it take a court process to guarantee a fair hearing and establish a case of racism as the Professor’s apologist surmised? A few days ago, Dominic Raab resigned from office as the Deputy Prime Minister and Justice Secretary of Mr. Brown’s country, the UK, after an official inquiry indicted him of the allegations of bullying against him. The other questions Prof. Ajogwu must address are: Does Mr. Brown use foreigners as bodyguards and relegates his black guards? Do these guards stop staff from entering the lift when Roger is on board? Is it true that Brown asked the Technical Director, Mr. Gary Thompson, not to report to the Chief Operating Officer (COO) Mr. Ezeugwuorie, a Nigerian, in clear disregard for the organisation structure approved by the Board? Are there foreigners of almost 70 years in Seplat, even in the Lagos office, still working in the company while Nigerians are made to retire at 60? Was the Subsurface Department of Seplat moved from Nigeria to Aberdeen without a single Nigerian in the office?
It is noteworthy that the FG clearly stated in its March 3, 2023 letter revoking Mr. Brown’s visa, Work Permit, and Resident Permit that he disregarded two written invitations to defend himself. But he snubbed both, claiming to “be unavailable even though we learned he was in Abuja for other purposes at the time”. So, what interest drives Ajogwu’s defence of a British, who wilfully refused to submit himself to the authorities of the Nigerian government?
Are FG’s criminal charges truly unwarranted?
It is unkind, even outrageous to describe the criminal charges against Seplat and its Independent Non-Executive Directors (INEDs) as unwarranted when the facts speak for themselves.
FG’s letter to Seplat clearly stated: “Investigation and records in the Ministry also revealed that Mr. Roger Brown had CERPAC (Combined Expatriate Residence Permit and Aliens Card) that was not based on validly issued Expatriate Quota approved by the Ministry of Interior resulting to the violation of relevant Immigration Laws and Regulations. As a result of these, the Honourable Minister has determined that Mr. Brown’s continued stay in Nigeria is contrary to the national interest.
“Consequently, the Ministry has withdrawn the Work Permit CERPAC, Visa, Residence Permit, and all relevant documents that authorised Mr. Roger Thomson Brown’s entry or stay in Nigeria”.
So, did Ajogwu and other INEDs make an announcement to the capital market passing a vote of confidence in Mr. Brown, saying he should continue to function as CEO in clear spite of FG’s withdrawal of his work permit and visa as well as his declaration as a persona non-grata? Was Mr. Brown giving instructions as Seplat’s CEO as recently as 14th April 2023? And as a SAN, is Ajogwu not aware of the provisions of Sections 58, 105, 36, and 71 of the Nigeria Immigration Act 2015, which Mr. Brown, the Chairman, Company Secretary, INEDS including him violated and continued to violate even after the FG wrote them?
They did not stop there. Even their breach of law, Prof. Ajogwu is accused of precipitating Seplat’s rather audacious lawsuit (FHC/CS/443/2023) against the Minister of Interior, Nigeria Immigration Service, The Comptroller-General of Immigration Service, The Attorney-General of the Federation, and the Nigeria Police Force, all in a frantic effort to stop their arraignment and prosecution. But Justice A.R Mohammed ruled on 13th April that the criminal charges against them should go on while their lawsuit continues.
Meanwhile, it is Seplat’s lawsuit against the FG that was unwarranted because it was instituted without due process of Seplat’s litigation policy, which requires a whole/unanimous Board approval before Seplat can initiate a court action against anyone/organisation. It is an open secret at Seplat that under the Omiyi-led Board, of which Ajogwu was a powerbroker, the company has paid unprecedented legal fees, mostly on avoidable lawsuits. For instance, Seplat hired seven SANs and their law firms to defend one case with Immigration in Abuja. They also needlessly sued the co-founder of the company, Dr. ABC Orjiako in court for writing the President on Seplat’s letterhead as a Pioneer Chairman over the protracted Mobil deal he was authorised by the Board to help consummate. Ironically, far from disclaiming the letter, they are frantically trying to use it to close the deal. So, what exactly did Omiyi, Brown, Ajogwu, and the INEDs SUE Orjiako for?
The Corporate Governance contradictions
The Fabian Ajogwu’s promoter wrote as though Seplat never existed before the hiring of the Professor and as though he left it any better than he met it. For the records, Seplat has been acclaimed as one of the best in Corporate Governance and global best practices, for which the company has received numerous awards and accolades before Ajogwu’s entrance in 2021. But experience has again shown the monumental disaster of judging a book by its cover. For instance, Ajogwu was the Chairman of Seplat’s NOMCO, which allegedly handpicked a South African White lady without the due process the company is known for. It has also been alleged that the action of Omiyi, Brown, and himself continued to cause extreme division among Board members eroding Board effectiveness.
Furthermore, as a Corporate Governance guru, where was he when Omiyi was carrying on like an executive, carrying out day-to-day activities, usurping management roles, including signing off on corporate announcements? Where was his Corporate Governance attributes when Omiyi compromised his independence by accepting a luxury car from CEO Roger Brown? Where was he when Mr. Brown-led management took over maintenance of Mr. Omiyi’s private residence? Where was he when Roger Brown’s management approved nearly $350,000 for annual executive luxury car maintenance for Mr. Omiyi? Where was he when over $2 million for annual rent and furnishings was approved for Mr. Brown and Mr. Omiyi’s new office house in Abuja against Seplat’s board remuneration policy? Where was Ajogwu when $750,000 annual remuneration was approved for Omiyi on the false premise that he is entitled to the same remuneration as the co-founder and Pioneer Chairman? Seplat is listed on London Stock Exchange. Both UKLA and Nigeria’s SEC prohibit INEDs from receiving any pay and perks other than their disclosed approved remuneration. But the Corporate Governance guru let it pass.
Seplat’s declining share price
The pro-Ajogwu write-up did well by admitting that Seplat’s share price is fast declining. But he was not truthful enough to admit that it is the inappropriate actions, lack of effectiveness, poor corporate governance and crisis management of the Seplat Board under Mr. Omiyi’s poor leadership that have caused the decline of the share price. Once Mr. Brown, Mr. Omiyi, and the other INEDs resign from the Board and are replaced by a purposeful Board, the share price will rebound itself, given the robust corporate fundamentals put in place by Seplat’s visionary founders and for which the company was known before the locusts took over.
Did FG withdraw criminal charges?
It is not true that the FG withdrew the criminal charges against Ajogwu and others. That IS said to be the real reason Ajogwu resigned in the first place so as not to lose his SAN status or lose his briefs and businesses with multinationals. As a CSO pointed out, if the case was discontinued based on the said Notice of Withdrawal/Discontinuance dated 6th April 2023, how come the Defendants were still served on 11th April? Why did their suit against the FG to stop their trial proceed on 13th April when the Immigration/FG could have simply informed the court that Seplat’s lawsuit had been overtaken by event?
Now that he has jumped ship, leaving those he misled on the Board, he should go quietly. Attempts to present himself as a frustrated problem-solver rather than a big part of the problem won’t fly.
· Dr. Law Mefor is a Senior Fellow at The Abuja School of Social and Political Thought