As expected, the Federal High Court sitting in Lagos, on Thursday, set aside the March 8, 2023, interim order restraining the Chief Executive Officer (CEO) of Seplat Energy PLC, Mr Roger Brown, from parading himself as the CEO of Nigeria’s foremost indigenous oil and gas firm listed on both the Nigeria Stock Exchange (NSE) and the London Stock Exchange (LSE).
The court, however, refused to quash the case over the lack of jurisdiction submission by the Respondents, namely, Seplat Energy; its Chief CEO, Mr Roger Brown; Chairman, Board of Directors, Mr Basil Omiyi; and others. It also ruled that the Petitioners, being aggrieved shareholders of Seplat had the locus standi to institute the case against the Respondents.
Justice Chukwuejekwu Aneke of the Federal High Court, Lagos, made the decisions on Thursday while ruling on applications filed by the Respondents, namely Seplat Energy PLC, Mr Roger Thompson Brown, Mr Basil Omiyi, and Other Persons affected by the ex-parte order in Suit No. FHC/L/402/2023.
Justice Aneke noted that the Petitioners/Applicants, namely Moses Igbrude, Sarat Kudaisi, Kenneth Nnabike, Ajani Abidoye, and Robert Ibekwe, Petitioners, in a Motion Ex-parte filed on their behalf by J C Njikonye (SAN), claimed that the affairs of Seplat were being conducted in a manner that was illegal, racist, oppressive, and unfairly prejudicial to their interests.
Ruling on the application seeking to vacate the Ex-parte order of March 8 and challenging the jurisdiction of the court and locus standi of the Petitioners, he stated: “I find as a fact that the Petitioners’ grouse can adequately be accommodated under the provisions of Section 354 of the Companies and Allied Matters Act, CAMA to which provision falls within the jurisdiction of this court.
“There is no doubt that the application of this provision can be made by a member of a company, who alleges that the affairs of the company are being run in an oppressive manner.
“Parties are in agreement that the petitioners are members of the 1st Respondent (Seplat), which is within the meaning of the provision of Section 354 of the Companies and Allied Matters Act, CAMA and this has not been controverted by the Respondents.
“It is equally a fact that the averments in support are issues that can be comfortably capsulated under Section 354 of the CAMA. This is because when the entirety of the grouse of the Petitioners are read along with averments in support, they point to the fact on whether the affairs of the First Respondent are being run in an oppressive manner, and against the interest of the Petitioners.
“I find and hold that the Petitioners have locus standi to bring the petition before the Court. Furthermore, this court has regular jurisdiction to adjudicate on the suit as it falls within the provision of Section 25 (1) of the Constitution.
“However, by virtue of Order 26 Rule 9 and 10 of the Federal High Court Civil Procedure Rules 2019, the interim order of the court made on 8th March 2023 are hereby discharged and vacated”.
However, in vacating the order, the court granted the prayers for an accelerated hearing sought by the Petitioners and adjourned the matter to May 16.
The Implications
With the court’s ruling, the coast is clear for the real trial to begin in the lawsuit, which has attracted both national and international attention.
It is recalled that Justice Aneke had on March 8 restrained Brown from parading himself as the CEO of Seplat pending the determination of a suit instituted against him by aggrieved stakeholders over allegations of racism, favouring of expatriate workers, discrimination against Nigerians, and the breach of the company’s good governance.
The court had also made an order restraining Seplat’s Chairman, Omiyi, and the Independent Non-Executive Directors under him from “continuing to run the affairs of Seplat in an illegal, unfair, prejudicial, and oppressive manner pending the hearing and determination of the Petitioner’s Motion on Notice for an interlocutory injunction”. All the Ex-Parte orders sought were granted, but have now been vacated by the court for the real trial to begin.
To support their case, the aggrieved stakeholders exhibited a petition to the Minister of Interior against Brown by employees of Seplat, as well as a letter by the Minister of Interior communicating the Ministry’s decision on the said petition to the company.
The March 3, 2023 letter addressed to the Board Chairman of Seplat Energy PLC and marked as Exhibit B read: “I write to inform you that the Ministry is in receipt of a petition from the Solicitor to the concerned workers and stakeholders of Seplat Energy PLC accusing Mr Rogers Thomson Brown, the CEO of the companies of various allegations.
“These accusations include racism, favouring foreign workers and discriminating against Nigerian employees. Testimony was received from several witnesses, which supported the allegations. Mr Roger T. Brown declined to attend despite two invitations, claiming to be unavailable even though we learnt he was in Abuja for other purposes at the time.
“Investigation and records in the Ministry also revealed that Mr Roger Brown was in possession of CERPAC that was not based on validly issued Expatriate Quota approved by the Ministry of Interior resulting in 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”, the letter stated.
Meanwhile, the petition by Seplat’s employees dated January 31, 2023, listed Mr Brown’s alleged infractions, namely, 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; constant abuse of President Muhammadu Buhari and his administration; spending of over $5 million dollars to shuttle between Lagos and his London home after allegedly fraudulently collecting a relocation allowance from the company.
In buttressing their allegations, they named eight senior staff in addition to 14 middle-level and junior staff, who were literally sacked or forced to resign within six months of Mr Brown’s assumption of office as CEO and without the approval of the Nigerian Upstream Petroleum Regulatory Commission (NUPRC, formerly DPR). They alleged that while Mr Brown quickly sent Nigerian employees packing once they clocked 60 years of age, he retained the likes of Mr Rymll Peter (67), Mr Carl Franklin (62), Mr Thomas Hywel (61), Mr Burge Peter Christopher (over 60), and Ian Maclean, a 67-year old expatriate based in Lagos.
They equally alleged that Mr Brown, upon becoming the CEO, refused to hand over Seplat’s London office to his successor to the position of Chief Financial Officer (CFO), Mr Emeka Onwuka, in line with established company practice and policy. He instead employed a fellow Irish, Mr Alaisdair Mackenzie, to man the office.
They added that the moving of the technical/subsurface department of Seplat to Aberdeen costs Seplat millions of dollars per annum, whereas the department had worked well in Nigeria for the Company. Also, the action and the appointment of fellow Irish and British nationals to head the very strategic department, robs Nigerians of the career and training opportunities to grow in the industry, hence a flagrant breach of the provisions of the Nigerian Oil and Gas Industry Content Development Act.
At number four of their grievances, the staff stated: “Mr Roger Brown has perpetrated abuse of Corporate Governance by giving racist South African investors preferential treatment amongst other shareholders of Seplat. He recently brought these investors to Nigeria and took them to our field operations without other investors from Sub-Saharan Africa and Nigeria.
This is a gross abuse of corporate governance, which prescribes that all shareholders should be treated equally. This is a Market Practice Abuse by the CEO. There is also information that Mr Brown wants to secretly acquire Seplat from the Capital Market, using his South African fronts”.
Immigration’s sword of Damocles
Meanwhile, as the real trial goes on, it is also to be noted that Mr Roger Brown would still not be able to enter, reside or work in Nigeria, as the FG has already revoked his immigration documents. Worst still, both Seplat and Brown are liable to criminal trial over alleged criminal breach of Nigeria’s immigration laws.
According to Section 58 Immigration Act 2015, “It is an offence for any employer of persons liable to repatriation to discharge any such persons without giving notice to the Comptroller-General of Immigration, or for any such employed person to be redesigned, or change his employment, without the approval of the Comptroller-General of Immigration, and upon conviction, the employer if not a citizen of Nigeria and the employed person, as the case may be and his dependents shall, if the Minister thinks fit, be deported and the business of the employer may be wound up as prescribed by this Act”.
Section 105(1) also states: “Where an offence under this Act or any other relevant law committed by a body corporate is proved to have been committed on the instigation or with the connivance of or is attributable to any neglect on the part of a director, manager, secretary of the body corporate, or any person purporting to act in any such capacity, the officer or person is liable on conviction to imprisonment for a term of three years or to a fine of Two Million Naira or both…
Section 105 (2) equally provides that “Where a body corporate is convicted of an offence under this Act, it is liable to a fine of Five Million Naira and a court may issue an order to wind up the body”.
To the dismay of many Nigerians, of what clearly is an affront to the FG, the Chairman of Seplat, Basil Omiyi and his Board members have continued to permit Mr Brown to continue his duties as the CEO despite the withdrawal of his work permit that allows him to work for a Nigerian company.
Equally, it seems the Omiyi-led Board is operating in total disregard of the staff outcry over the alleged excesses of Mr Brown. Despite the company’s staff’s intense lamentations on social media with their real and pseudo identities, the Board and Brown carry on without qualms.
Nevertheless, for Seplat and Roger Brown, it is clearly a long walk to respite as the real trial begins and more trouble locks in the wings over the alleged breaches.