Amidst mounting concerns, both shareholders of Seplat Energy Plc and civil society organizations, united under the banner of the Make a Difference Initiative (MADI), have raised allegations of impropriety concerning a $19.4 million professional legal fee reported in the energy company’s half-year financial report. They have collectively called upon President Bola Tinubu to oversee a prompt and thorough investigation into potential breaches of the Nigerian Code of Corporate Governance (NCCG) by Seplat’s board, with the aim of safeguarding the company’s future.

The groups further assert that immediate measures must be taken, including the resignation or removal of Seplat’s CEO, Roger Brown, and Independent Non-Executive Directors, to facilitate an unhindered inquiry into the alleged misconduct within Seplat. These demands were articulated during a joint press conference led by Comrade Moses Igbrude, the National Coordinator of the Independent Shareholders Association of Nigeria (ISAN), and Lemmy Ughegbe, Executive Director of MADI.

Central to the groups’ concerns is the puzzling revelation that Seplat purportedly expended an extraordinary sum of $19.4 million in less than four months to defend a foreign national facing accusations of violating Nigerian Code of Corporate Governance, violating laws, and engaging in discriminatory behavior against Nigerians on Nigerian soil.

In addition to the calls for investigation and resignations, the groups also seek an inquiry into the withdrawal of criminal charges against Seplat’s Board, along with the restoration of immigration documents for the company’s CEO, Roger Brown. The groups contend that the disclosures made within Seplat’s half-year report corroborate their previous warnings and legal actions, thereby prompting renewed urgency in addressing the unfolding situation.

“Today, the admission by Seplat in its 2023 half-year (H1) result that the company squandered an incredible $19.4million (approximately N16bn) as professional legal fees to defend its Chief Executive Officer (CEO), Mr. Roger Brown in the lawsuits against him by shareholders vindicates us.

This is in addition to about $4.7million (N4.8 billion) in share bonus accrued to Mr Roger Brown during the same period over and above his salaries and other allowances during this period.

“For the avoidance of doubt, the H1 results read in part: “General and Administrative (G&A) expenses amounted to $65.8million, 42.0% higher than $46.4million incurred in 6M (H1) of 2022.

“This increase in G & A cost was mainly due to professional fees associated with the litigation costs in response to the unprecedented and intense period of minority shareholder actions through the courts….”

“Very sadly, this $19.4million represents 23 per cent of the company’s closing profit of $82.6million 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 £3.6million or $4.7milion (N4.8billion) in the same period is added to the $19.4million professional fees, it comes to about $24.1million, representing 29 per cent 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.

On their demand, the groups said: “We earnestly call on President Bola Ahmed Tinubu to direct the Financial Reporting Council of Nigeria (FRC) and Security and Exchange Commission (SEC) to do their jobs by taking disciplinary actions and carrying out a thorough investigation into the perpetual breach of corporate governance codes to save Seplat and the investments of Nigerians and international investors from going down the drains.

“We also urge the President to institute a probe panel composed of the Economic and Financial Crimes Commission (EFCC), the Independent Corrupt Practices and Other Related Offences Commission (ICPC), and other relevant bodies to investigate the circumstances surrounding the so-called N16billion legal fees and other related matters in Seplat Energy Plc.

deserve to know who the lawyers are and how much was paid to each lawyer or law firm.”

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