A Federal High Court in Abuja on Friday ordered the reinstatement of two aggrieved directors of Green Energy International Limited, Dr Bunu Alibe and Mr Ayo Olojede, who were illegally removed by the company’s management.
Justice Bolaji Olajuwon, in a judgment, described their removal from the oil company as “unlawful.
” Olajuwon said that the Annual General Meeting (AGM) of the company held on Nov. 12, 2020, during which Alibe and Olojede were removed, was convened in contravention of Section 285 of the Companies and Allied Matters Act (CAMA), 2020. The judge, who ordered that all the backlog of the directors ‘ entitlements, including salaries and allowances be paid, also awarded three million naira in favour of the duo for damages.
The News Agency of Nigeria reports that Alibe and Olojede had in a suit marked, 202020, sued Green Energy and Prof. Anthony Adegbulugbe as 1st and 2nd defendants.
Adegbulugbe was a former Special Adviser on Energy in the Olusegun Obasanjo administration.
The plaintiffs, in the suit which commenced via a petition, accused Adegbulugbe of series of corporate misdemeanours, including unilateral usurpation of executive responsibilities, contrary to the provisions of CAMA, 2020 and the company’s Article of Association.
They claimed that they were unlawfully removed by the chairman of the company they jointly nurtured to fruition.
Responding, Adegbulugbe also filed a separate suit against the two directors before the court marked: 13902020. Although the matter was formerly before Justice Ijeoma Ojukwu, the case was, however, reassigned to Olajuwon following the transfer of Ojukwu to the Calabar division of the court recently.
Delivering the judgement, Olajuwon said that notice of general meeting to all directors and members of a company must be given 21 days from the day it was issued.
She held that the petitioners were only given 20 days notice instead of 21 days, as required by the law, for the meeting held on Nov. 12, 2020. According to her, Section 241 of CAMA provided a lengthy time to be provided for a meeting of a company to be held.
The judge held that the argument of the defence that Ojukwu had ordered that parties should attend the AGM as part of the efforts to resolve the crisis rocking the company and that the aggrieved directors failed to comply did not hold water.
“I have carefully read the proceedings of Hon.Justice Ojukwu.
“The notice of the Annual General Meeting was served before the order of the court was made and the court did not abridge the length of time for the meeting to be held.
“Where the provision of the law is clear and unambiguous, the court must give it its meaning,” she said.
Olajuwon, therefore, declared that all actions taken at the AGM held on Nov. 12, 2020 were null and void.
“A declaration that the alleged non-election removal of the petitioners as directors of the 1st respondent (Energy Oil) was unlawful, illegal and not in accordance with the provisions of the Companies and Allied Matters 2020 in that proper procedure was not followed or adopted.
“A declaration that pursuant to Article 27 of the 1st respondent’s Articles of Association, the provisions and powers contained in Section 285 of the Companies and Allied Matters Act 2020 are neither exercisable nor applicable to the 1st respondent.
“An order invalidating and setting aside the holding of the purported Annual General Meeting of 12 November, 2020 and nullifying every decision taken thereafter, including the purported non-reelection of the petitioners as directors of the 1st respondent.
“As the petitioners are still members of the 1st respondent, the court hereby restrains the respondents whether by themselves or their servants, agents, privies or how whatsoever, from denying the petitioners any or all rights, emoluments and benefits due to them as directors of the 1st respondent, including but not limited to unhindered access to the company’s offices and sites, settlement of all bonuses and financial entitlements and allowances due and or payable to them.
“General damages in the sum of N3 million is hereby awarded in favour of the petitioners for their unlawful removal as directors of the 1st respondent in contravention of the provisions of CAMA 2020,” the judge further declared.
She held that the petitioners were not given fair hearing in the decisions taken by the company.
“The petitioners’ case succeeds in part because they were not given adequate notice,” she said The judge also dismissed the sister suit marked, 13902020, and filed by Adegbulugbe against the two directors.
Earlier, Olajuwon had also dismissed the defence motion challenging the jurisdiction of the court to entertain the suit.
Olajuwon, however, dismissed the allegations levelled against Adegbulugbe that he took unilateral decisions in the running of the company and turned the firm into a family affair.
According to Olajuwon, he who asserts must prove.
She held that the two directors failed to discharge the burden of proof of the allegations as no sufficient materials were placed before her to believe so.
On the aborted Project Horizon Contract, she held that it was executed by Adegbulugbe in the interest of all the shareholders and the firm while the petitioners could not prove their allegations against him.
The Federal Government says it will loosen the environment in order to make it more effective and attractive for the Civil Society Organizations (CSOs) to operate.
Alhaji Garba Abubakar, Registrar-General, Corporate Affairs Commission said this on Tuesday in Abuja during the national conference on CSOs operational environment.
“COSs are increasingly becoming more important because of the role they play at global level on issues of environment sustainability and human rights which are currently in the front banner of global dialogue,’’ Abubakar said.
According to him, a recent study commissioned by Globescan poll of experts indicated that the percentage role expected to be played by Government, Business and NGOs in achieving sustainability is 24, 35 and 30 per cent, respectively.
He said that the study clearly indicated that CSOs were expected to play more active role in achieving environmental sustainability than government.
Abubakar said that in modern times, CSOs were widely understood to be the “third sector” of the economy distinct from government and business.
“The topic ‘unpacking the regulatory framework for CSOs in Nigeria’ presupposes that the environment is currently tightly packed or conscripted and require loosening in order to make it more effective.
“ This assumption appears to be an exaggeration or untenable because S.
40 of the Constitution of the Federal Republic of Nigeria (1999) as amended provides that ‘every person shall be entitled to assemble freely and associate with other persons, and in particular.
’ “The person may form or belong to a political party, trade union or any other association for the protection of his interests”,’’ he said.
Abubakar said that the constitution had already unpacked operational environment for CSOs. He said that the country also has a very robust CSOs sub sector.
75 domestic and 9 international CSOS or NGOs observed the Ekiti state gubernatorial election held on June 18. According to him, ”this is just a biased sample and excludes other interests such as health, human rights, environmental, charitable and humanitarian groups.
” He said an attempt to improve the corporate governance framework in CAMA 2020 has been misconceived as attempts to micro-manage civil society organizations.
Abubakar said,” experience has shown that corporate governance was very minimal or sometimes totally lacking in most of the CSOs. “ This is not in the overall interest of the country.
“Globally, CSOs (NPOS) are expected to be in the forefront in the fight against Money Laundering and Financing of Terrorism.
”They are accordingly required to implement Regulations of 8 and 25 of the Financial Taskforce (FATF) on nonprofit organizations and legal arrangements.
” According to him, there was usually a distinction between freedom of association and perceived rights to association under a particular name.
“It is recognized that there is fundamental right to association, there is no right to association under particular name.
“The use of a particular name requires licensing or registration and can be denied by a sovereign state or its agency,’’ he said.
He assured the CSO sector that the commission was willing to partner with all CSO’s, to enable them achieve their objectives.
NAN) Alhaji Garba Abubakar, Registrar- General of the Corporate Affairs Commission( CAC ), said that the commission would soon deploy additional three modules on its online registration portal.
This is contained in a statement by Mr Rasheed Mahe CAC’s Head of Media Unit on Thursday in Abuja.
Mahe said Abubakar said this when the Chairperson of Nigerian Association of Chambers of Commerce, Industry, Mines and Agriculture (NACCIMA), Business Women Working Group (NAWORG ), Hajiya Aisha Abubakar visited him.
He said that deployment was in continuation of the commission’s reforms, The registrar-general said that the module which included the eXtensible Business Reporting Language (XBRL) filing system for financial reports, was developed in collaboration with the Financial Reporting Council.
He said that it was also developed with support from eu-act programme under the European Union and British Council.
The registrar said a stakeholder is being organised before the deployment of the new modules.
Abubakar said the commission`s active support and participation in the series of interventions by the current administration, include the 25,000 free business names registration.
He added that the commission just secured approval to register 20,000 more businesses at 50 per cent discount, in collaboration with the Abuja Enterprise Agency.
He said that in view of the successes recorded, many more state governments and groups have been approaching the commission to broker such collaborations to formalise more informal businesses.
Abubakar said that since January 2021, the commission ensured full digitisation of its operations in line with the ease of doing business initiatives of the administration.
He said that following the digitisation, customers now obtain online certified extracts instantly with ease as against queuing up in the past for manual reports from the commission.
The CAC boss said that in line with the provisions of the CAMA 2020, the commission no longer issue documents with personal signatures especially to third parties except for court use.
Abubakar pledge support to NAWORG to provide customised advocacy training for women entrepreneurs, to motivate them to register their businesses He commended the NAWORG Chairperson’s tremendous personal support to some of the commission’s reform initiatives as the Minister supervising the Affairs of the commission.
Earlier, the chairperson of NAWORG, Abubakar solicited the commission`s collaboration towards achieving gender equality and women empowerment in Nigeria.
She said that the number of Micro Small and Medium Enterprises (MSMEs) in Nigeria has dropped to 39 million from 41 million due to the negative impact of Covid-19. Abubakar said that women owned businesses became the hardest hit, adding that a large number of women owned informal businesses in the society, was an obstacle to women participation in public and private sectors.
The NAWORG chairperson who spoke extensively on their activities noted with delight that the CAC had opened several windows for MSMEs to formalise their businesses at discounted rates thereby earning it many awards.
She commended the commission for its reform initiatives which has reduced bottle necks in the registration processes.
Counting the gains of Free Trade Zones concessioning Counting the gains of Free Trade Zones concessioning By Martins Odeh, News Agency of Nigeria The African Continental Free Trade Area (AfCFTA) has given leverage to all countries in the continent to diverse their business catchments.
Many countries have done this through strengthening their Free Trade Zones (FTZs) and for now, free trade zones are springing up everywhere in Africa.
Stakeholders say that Nigeria must be concerned about competition from Egypt, South Africa, Kenya, Benin Republic, Ghana and Togo, where huge investments have been committed to free trade zones development.
Undoubtedly,the recent decision of the Nigeria Export Processing Zones Authority (NEPZA) to concession the Calabar and Kano FTZs remains government’s best economic approach to accelerate Nigeria’s industrialisation agenda.
The primary purpose of a free trade zone is to remove from a seaport, airport, or border those hindrances to trade caused by high tariffs and complex customs regulations.
Among the advantages of the system are the quicker turnaround of ships and planes through the reduction in formalities of customs examinations and also the ability to fabricate, refinish, and store goods freely.
A road show was recently held in Lagos on the planned concession of the two public export processing zones.
Prof. Adesoji Adesugba, Managing Director of NEPZA, said the planned handshake with the would-be concessionaires would positively impact on the operation of the 30-year-old public facilities for global competition.
“The two zones are highly viable because of many reasons, including their vital locations, easy access to raw materials, seaports, airports, outside infrastructure, labour and more importantly the boisterous nature of the two commercial cities.
“The Authority is, therefore, available to support and assist the new owners, to speedily surmount challenges that may come with taking up the management of this kind of business.
“I want to assure the private sector and particularly, companies that are set to file their bids, to count themselves lucky because of the great requisite return on investment the facilities will be offering,’’ he said.
Adesugba added that the scheme offered complete tax holiday from all federal, state and local government taxes, rates, customs duties and levies.
He said the duty-free on import of capital goods, consumer goods, machinery, equipment and furniture were guaranteed, adding that the scheme also permitted 100 per cent foreign ownership of investments.
The NEPZA chief executive said duty on exports into the customs territory was calculated on the value of originally imported component raw materials and not on the value of finished goods.
He added that the scheme provided opportunity to export items on Nigeria’s import prohibition list, provided that it could be proven that at least 35 per cent value had been added to promote local content.
“The scheme offers permission to sell 100 per cent of manufactured, assembled or imported goods into the domestic market and it guarantees 100 per cent repatriation of capital and profit.
“It was imperative for the private sector to now leverage on these incentives as the scheme allows them to ride on the AfCFTA framework to freely access the continent’s huge market,” he said.
Otunba Adeniyi Adebayo, Minister of Industry, Trade and Investment, said the unrelenting efforts of the National Council on Privatisation had made the process leading to the concession of the two zones seamless so far.
The minister said that the decision to privatise them was hinged on the Federal Government’s preparedness to produce world-class free zones that the country could use to solve some of its economic challenges.
“Government’s stance to allow for a transparent process that would bring up virile concessionaires, with the right capacity, expertise and finance to convert the zones to national economic asset, capable of generating employment for the teeming youth and Foreign Direct Investment (FDI) is topmost.
” Mr Alex Okoh, Director-General, Bureau of Public Enterprises (BPE), said the concession model to be used would be that of “build, rehabilitate, operate and handover,’” over a period.
He added that the Lagos road-show was part of the process leading to the final concession of the two facilities by December.
Before the road show, Adesugba had reiterated the commitment of NEPZA to live up to its mandate by providing wider business corridor for investors to access the country’s free trade zones.
He spoke when the staff union members of the authority staged a peaceful demonstration to support his efforts in transforming NEPZA.
Adesugba, who emphasised on the need to explore the benefits provided by the free trade zones to grow Nigeria’s economy, said it was critical in view of the need to revolutionise the economy.
He said that revival and optimum utilisation of the free trade zones would lead the economic revolution needed in the country.
According to him, free trade zones have revolutionised economies all over the world, and we must give it the needed support.
“The free zones in Lagos axis; you should go to Kano and you will see the infrastructure within the city and the free zone is going to metamorphose into something else shortly.
“We are going to revamp Calabar, all the dead factories that are there and we are going to push in new investments and new capital into Calabar.
“The new zones that are coming up are the only thing that will galvanise Nigeria in such a way that we have not seen before in terms of employment, technology transfer and inflow of capital,’’ he said.
He said that exploring the free trade zones would also position Nigeria better for the benefits provided by African continental free trade regime.
“It is important to understand that Nigeria is going to have serious competition.
“Free zones are opening up in Benin, Togo, Ghana and there is a huge one being built in Egypt all targeted at African markets and Nigeria owes a substantial part of that market.
“And if we don’t brace up, our unemployment will deepen.
“So, we need to take advantage of what is happening now,’’ he said.
Even the Business Facilitation Bill, approved by the Federal Executive Council was designed to boost the economy.
Dr Jumoke Oduwole, the Special Adviser to the President on Ease of Doing Business, said the approval was in line with the Federal Government‘s commitment to improving the business environment in Nigeria through legislative interventions.
She said the omnibus bill was aimed at amending specific laws relating to ease of doing business and embodying such amendments into single legislation to act as a catalyst for legislative reform of the Nigerian business climate.
Oduwole said the provisions of NEPZA Act and CAMA were reconciled to recognise the exemption of free trade zone companies licensed by NEPZA from company registration.
“With the amendment of the Export (Prohibition) Act, the Minister of Finance, Budget and National Planning will now have clear cut powers to recommend goods that should be restricted from being exported.
“This will encourage flexibility in terms of prohibited products and prohibition scope, allowing them to align with economic realities at any given time,’’ she said.
With over about 42 active zones and about 500 companies in the zones, concessioning will ultimately boost NEPZA’s attainment of its mandate spelt out in NEPZA Act 63 of 1992. With sustained proactive programmes like the concessioning, the cumulative investment in 30 years, put at about $20 billion, according to the Minister of Industry, Trade and Investment, Otunba Adeniyi Adebayo, only 25, 000 jobs generated against the scheme’s projected capacity for 300, 000 direct jobs would be surpassed.
(NANFeatures) ** If used, please credit the writer as well as the News Agency of Nigeria
A writer and activist, Alhaji Ibrahim Salihu has called for strict regulation for Civil Society Organisations (CSO’s) and Non-Governmental Organisations (NGO) to streamline their activities ahead of 2023 general elections.
Salihu made the call in a statement on Tuesday in Abuja, adding that this was critical to streamline their operations in the interest of all.
He noted that the core thrust of mainstream CSOs and NGOs was to promote human rights, democracy, good governance and civil liberties in ecosystems where they operated.
According to him, many of the country’s civil society startups exist precisely because the barrier for entry is so low.
“Unlike under military rule, today’s newly formed NGOs are relatively free to operate, build relationships, and seek support with international donors.
“They are also now able to leverage transformative outreach and fund raising tools on social media platforms such as Facebook, Instagram, Twitter, WhatsApp amongst others,” Salihu said.
He noted that since 2015, legislators had twice introduced bills to strictly regulate NGOs, though they were already subject to corporate laws such as the Companies and Allied Matters (CAMA) Act. He recalled that the House Deputy Majority Leader introduced the first of such bill in 2016 which failed to pass before the legislative session ended in 2019. “The Speaker, House of Representatives, Femi Gbajabiamila championed a similar bill in 2019, declaring that NGOs needed strict regulation because some were aiding Boko Haram insurgency.
“This second bill aimed to create a civil society regulatory agency with just four civil society representatives on its 19 seat board.
“Two of those four will be nominated by the National Youth Council of Nigeria.
In early 2020; the bill was stalled amid sharp criticism from civil society and some legislators,” Salihu said.
He added that mainstreaming NGOs of all sizes and construct needed funds to operate, organise events, conduct training and research, pay staff, and rent office space.
Salihu said most legitimate NGOs were supported either directly by grants or task-specific contracts from international development agencies and charitable foundations, or indirectly via partnerships with larger NGOs. He said while many disclosed their funding pipeline on their web portal at their events or in their annual reports, most international donors published details of projects and organisations they funded According to him, some NGOs solicit funds for selfish motives to fund activities, a development that must be corrected.
We are poised for economic growth, global competitivenAlhaji Garba Abubakar, the Registrar-General of Corporate Affairs Commission (CAC) has reiterated the commitment of the commission to compete with its global peers for economic growth.
This is contained in a statement signed by Mr Rasheed Mahe, CAC’s Head of Media Unit on Thursday in Abuja.
The statement quoted Abubakar as saying this when he received Mr Mounir Haliru Gwarzo, the Group Chief Executive Officer, Media Trust Ltd., who paid him a courtesy visit in his office.
Abubakar said that the reform initiatives implemented by the commission was to enhance the ease of doing business.
He said that the registration of companies was made open to the public through the provision of an end-to-end electronic solution in line with global best practices.
Responding to the controversy that had earlier surrounded the implementation of the CAMA, 2020, Abubakar said that the misrepresentation was due to the activities of people without knowledge of the new law.
He explained that the law was tailored in line with global best practices, adding that the 2021 Regulations made pursuant to the CAMA,2020 had adequately addressed the concerns of all denominations.
Abubakar used the forum to laud Media Trust for acknowledging the recent successes recorded by the commision and also congratulated Gwarzo on his appointment.
He described the appointment as well deserved considering his vast experience in both public and private sectors of the economy.
The News Agency of Nigeria ( NAN).
reports that Gwarzo was a former Director-General, Securities and Exchange Commision.
Earlier, Mounir Gwarzo said that CAC was the only government agency operating a fully digitised self-service portal and urged it to sustain the tempo.
He expressed optimism that CAC would soon become a world-class companies registry.
Gwarzo, who led the management team on the visit, said the purpose was to explore means of collaboration that would be beneficial to both parties.
( NAN) (www.
IntroductionOn July 19, 2022, the Nigerian government made an official announcement confirming the complete transformation of the Nigerian National Petroleum Corporation (NNPC) into NNPC Limited (NNPCL).
NNPCL is a brainchild of the Nigerian Petroleum Industry Act (PIA) which was passed into law in August 2021 .
The NNPC was a state-owned and controlled corporation licensed to operate in the country’s petroleum industry which utilized the country’s fossil fuel and natural gas reserves by partnering with foreign oil companies.
The new NNPCL, while still wholly owned by the State, is intended to operate as a fully commercial venture without government funding (besides the initial capitalization) or control and is expected to be regulated by the Companies and Allied Matters Act 2020 .
In addition, NNPCL will now declare dividends to shareholders while retaining 20 percent of profits to grow its business .
NNPCL is expected to sometime in the future , invite the public to purchase shares to raise equity capital for the business of the company especially as it would no longer have access to state funds in line with the objective to commercialise the corporation.
It is also expected that NNPCL would eventually achieve trading status on global stock exchange markets like its counterparts, including Saudi Arabia’s Arabian American Oil Company (ARAMCO) Brazil’s Petróleo Brasileiro (Petrobras) to name a few.
NNPCL will also no longer be concerned with issues of petrol pricing and subsidy, neither will it continue to remit funds into the Federation Accounts Allocation Committee (FAAC) such that the company funds can be used to further its business rather than issuing national payouts.
Yet, while the introduction of the NNPCL promises to be advantageous to the country’s energy industry, realistically speaking, there are certain challenges that need to be promptly and properly addressed for the new NNPCL to function effectively and achieve its objectives.
To mention a few, continued government influence, NNPC’s transfer of liabilities to NNPCL, corporate governance issues are at the top of concerns.
Government influence concernsUnlike its state-owned counter parts Saudi’s Aramco and Petrobras of Brazil, the former NNPC had a structure that largely depended on government funding thus making it less competitive and less attractive to global investors especially International Oil Companies (IOCs) who were uncomfortable doing business with the Corporation due to fears of undue government influence, grotesque policies and unnecessary bureaucratic delays.
While the new NNPCL is promised to be fully independent of government control, it remains wholly owned by the government and its initial capital will be completely provided by the government per the provisions of the PIA .
Section 53(5) of the PIA also provides that all shares of the company held by the government will not be transferable or mortgaged unless approved by the government and the National Economic Council.
To own is to control in any business enterprise so it is unclear how government influence would be avoided in NNPCL when it is wholly owned and capitalized by the government.
A better approach would be to provide for a mechanism that splits the shares between the government and the public in a particular ratio such that while the government may understandably retain controlling shares to protect national interest  there are checks and balance measures in place to avoid arbitrariness.
Furthermore, the PIA incorporates an automatic transfer of all existing employees under the former NNPC into the new NNPCL with no vetting procedure for these employees in place.
Section 57(1) under discuss states as follows:Upon incorporation of NNPC Limited under section 53 of this Act, employees of NNPC and its subsidiaries shall be deemed to be employces of NNPC Limited on terms and conditions not less favourable than that enjoyed prior to the transfer of service and shall be deemed to be service for employment related entitlements as specified under any applicable law.
This means that NNPCL will have substantially the same employees as the former NNPC which is tantamount to pouring new wine into old wineskins.
It is understandable that the law makers were wary of leaving the employees of the former NNPC redundant upon the transition.
However, the automatic retention of former NNPC staff is counterproductive because NNPCL essentially inherits its all of its predecessor’s employees, some of whom are controversially unqualified and redundant thereby stunting its growth potential.
The PIA goes further to provide for the appointment of a Board of the NNPCL whose appointment shall be done by the President of the country .
Another interesting provision is Section 58(2)(r) which provides that the Board should among others consist of ‘six (6) non-executive members with at least 15 years post-qualification cognate experience in petroleum or any other relevant sector of the economy, one from each geopolitical zone’ effectively politicizing the appointment of these individuals to the board as opposed to appointments strictly based on merit.
Perhaps realizing that the previous provisions on appointment to the new NNPCL Board may be inconsistent with the new NNPCLs ‘no government influence’ mandate, the law makers included a proviso in Section 58(5) stating that the provisions of the section would only apply where NNPCL remains wholly owned by the government after which the composition would then be determined by the new shareholders after sale of shares to the public.
This may appear to resolve the evident problem, however the shares of the new NNPCL will not be made available to the public until an unknown time in the future which is not specifically stipulated under the Act.Although NNPCL’s Chief Executive Officer intimated that the company would be ready for an Initial Public Offering (IPO) mid 2023, this is not set in stone as factors such as governmental and bureaucratic delays in organization may extend this timeline.
Afterall, it did take almost a year to fully effect the provision to incorporate the new NNPCL as opposed to the 6 months timeline stipulated in the PIA.
In any case, even if there are no delays in the estimated timeline for the sale of shares to the public, the IPO process, appointment of new Board members and other corporate procedure could take months at the earliest to effect.
This means that the NNPCL would still be run by old NNPC officials pending formalization of all corporate procedures thus making the new NNPCL ‘government’ run for at least the foreseeable future.
Effectively, this results in NNPCL failing its first mandate as a fully commercialized company i.e to be free of government influence and control.
Transfer of liabilitiesAnother concern is the provision of the PIA which transfers liabilities from the old NNPC to the new NNPCL.
This is provided for under Section 54(1):the Minister of Petroleum and the Minister of Finance shall within 18 months of the effective date determine the assets, interests and liabilities of NNPC to be transferred to NNPC Limited or its subsidiaries and upon the identification, the Minister shall cause such assets, interests and liabilities to be transferred to NNPC Limited.
Further provisions of the section discuss issues of assets that would remain with NNPC or the government, actions that may be brought against NNPCL, NNPC or the government etc.
However, the mechanism for the determination of which assets and liabilities would pass on to NNPCL and which would be dealt with by the old NNPC/Government are not stipulated in the PIA, leaving much to the discretion of the Minister for Petroleum and Finance with some assistance from the Attorney General of the Federation in peculiar circumstances.
Section 54(2) states as follows:Assets, interests and liabilities of NNPC not transferred lo NNPC Limited or its subsidiary under subsection (1), shall remain the assets, interests and liabilities of NNPC until they become extinguished or transferred to the Government and six months following the determination under section 54 (1) of this Act, the Minister, the Minister of Finance and the Attorney-General of the Federation shall develop a framework for the payment of the labilities not transferred to NNPC Limited and if such determination for which assets, interests and liabilities to be transferred has not been concluded within the stipulated period of 18 months, all the assets, interests, liabilities of NNPC is deemed to be transferred to NNPC Limited after 18 months from the effective date.
A spruce way to deal with the inherited assets and liabilities from NNPC would have been to make provision for the creation of an SPV to specifically deal with these issues, especially with respect to the liabilities rather than burden the NNPCL with the old NNPC’s mammoth liabilities in its formative years when it should be focused on its growth.
It is hoped that the Ministers would devise suitable mechanisms to deal with these in the most efficient and least invasive way possible.
Corporate Governance considerationsAs a corporate entity, NNPCL will be governed by Nigeria’s corporate laws as enshrined in the Companies and Allied Matters Act (CAMA).
Of particular importance are some of the corporate governance principles contained in CAMA which are there to ensure international best practice in the day-to-day operations of Nigerian corporations including provisions on separations of the role of Chairman and Chief Executive Officer, appointment of Independent Directors, limitation of multiple directorships, disqualification from appointment as a director, disclosure provisions among others.
It is expected that upon the IPO of NNPCL, it would become a Public Limited Liability Company (Plc) and thereby subject to more stringent corporate governance and disclosure policies even beyond the statutory requirements under CAMA .
Some of the corporate governance sections under CAMA include provisions which state that every public company must have at least three (3) independent directors appointed in line with the required qualifications stipulated;  Directors may not serve on the board of more than five (5) public companies at a time; disqualified directors now include directors that were removed from the Board;  and attendance of Board meetings is now a factor for re-election .
On its disclosure obligations, NNPCL is expected to ensure that information on the Memorandum and Articles of Association of the company is accessible to the public and potential investors.
The shareholding structure , shareholders , authorized share capital, exact date of incorporation e.t.c all need to be fully disclosed to the public to ensure compliance with the provisions of the PIA and CAMA.
Records of the minutes of the meeting where the first directors are appointed, board resolutions for the nomination of the Chairman e.t.c all need to be public knowledge to ensure complete transparency and fulfil all international best practice disclosure obligations.
Worthy of note is Section 60-63 of the PIA which attempts to cater for some corporate governance concerns of the new NNPCL.
However, the provisions seem to be merely advisory and no liabilities are imposed for any failure to carry out such responsibilities.
Thus, recourse is to be had to CAMA and its regulatory body, the Corporate Affairs Commission (CAC) for the enforcement of these provisions in addition to the provisions of CAMA.
ConclusionOn the whole and having considered some salient issues with respect to the new NNPCL, there are some who believe that the transformation of the NNPC into NNPCL is merely a name change and that there would be no material difference from the old structure especially as the NNPC has operated as a highly institutionalized corporation for the last 45 years.
Whether they are right or wrong, only time will tell.
However, it is important to remain optimistic that with the right corporate administration, NNPCL can create an environment that would not only grow the country’s economy but also attract both local and foreign investment thereby making it a major player in the global energy market.
 Section 53(1) of the PIA states that ‘The Minister shall within six months from the commencement of this Act, cause to be incorporated ender the Companies and Allied Matters Act, a limited liability company, which shall be called Nigerian National Petroleum Company Limited (NNPC Limited)’ Section 64 of the PIA lists the objectives of the NNPCL.
 Section 53(7) of the PIA NNPCL’s Chief Executive Officer at the official announcement of the new NNPCL intimated that the company would be ready for an Initial Public Offering by mid 2023.
Retrieved from https://bit.ly/3c1Hk1V on August 1, 2022.
 Section 53(2-4) of the PIA states that ‘The Minister shall at the incorporation of NNPC Limited, consult with the Minister of Finance to determine the number and nominal value of the shares to be allotted, which shall form the initial paid-up share capital of NNPC Limited and the Government shall subscribe and pay cash for the shares (3) Ownership of all shares in NNPC Limited shall be vested in the Government at incorporation and held by the Ministry of Finance Incorporated and the Ministry of Petroleum Incorporated in equal portions on behalf of the Federation and the Ministry of Petroleum Incorporated is incorporated under the provisions of the Eighth Schedule to this Act (4) The Ministry of Finance Incorporated and the Ministry of Petroleum Incorporated in consultation with the Government, may increase the equity capital of NNPCL.
 Section 1 of the PIA provides that the property and ownership of petroleum within Nigeria and its territorial water, continental shelf and exclusive economic zone is vested in the Government of the Federation of Nigeria.
 Section 58(2) of the PIA.
 That is, Nigerian Code of Corporate Governance (NCCG) issued in 2018 by the Financial Reporting Council of Nigeria (FRCN) and the Securities Exchange Commission Guideline’s (SCCG) and revised reporting template issued in 2021.
 Section 275 of CAMA 2020.
 Section 283(c) of CAMA 2020.
 Section 284(2) of CAMA 2020.
 In compliance with section 53(2) which provides that The Minister shall at the incorporation of NNPCL consult with the Minister of Finance to determine the number and nominal value of the shares to be allotted, which shall form the initial paid-up share capital of NNPCL and the Government shall subscribe and pay cash for the shares.
 In compliance with Section 53(3) of the PIA which states that ownership of all shares in NNPCL shall be vested in the Government at incorporation and held by the Ministry of Finance Incorporated and the Ministry of Petroleum Incorporated in equal portions on behalf of the Federation and the Ministry of Petroleum Incorporated is incorporated under the provisions of the Eighth Schedule to this PIA.
Global Rights, a Non-Government Organisation has advised government at all levels to repeal draconian legislations and formulate laws that would enhance civility, ahead of 2023 General Elections.
Abiodun Baiyewu, Executive Director, Global Rights, made the call at an event on Wednesday in Abuja.
The event tagged `Solutions Lab: Resisting Draconian Laws and Regulations on Civic Freedoms in Nigeria’ was organised by Global Rights with support from Open Society Initiative for West Africa (OSIWA).
According to Baiyewu, the essence of the event is to discuss on draconian laws by governments at all levels and how civil society should be engage to find solutions to enhance citizen’s participation.
“Currently, we have more than nine draconian bills at the National Assembly that are threats to not just the civic space, but to the security and cohesion of our nationhood.
“We cannot allow that to continue; we are going into 2023, an electioneering year.
“We must begin to think of how to engage beyond just the voting and the politics around elections.
“There is the absolute need for us to ensure that we are able to hold governments accountable to the laws and policies they proffer to our civic space,’’ she said.
Baiyewu said that the civic space belonger to Nigerians, not just a group of people as such, such a space should be protected.
“However, one of the things that we readily identified is the role of citizens; and helping citizens to understand what these laws are.
“We also discovered that these laws are not just at the federal level, but also at the state level; the repression at the federal and state lacks civility,’’ she said.
Baiyewu said that the organisation was making effort to engage civil society organisations at all levels to ensure that national and states assembly were held accountable, adding that they should repeal draconian laws and encourage human rights norms.
One of the Facilitators, Mr Maxwell Kadiri from the Open Society Justice Initiative said it was important to ideally challenge draconian laws before the law courts.
According to him, this was in the hope that they would be struck out by the Judiciary, adding that if not such draconian laws may portend danger for the Nigerian populace.
“In link to that is also to have a concerted level of advocacy that connects courtroom advocacy with the court of public opinion, because, people need to also understand what is been done to address some of these challenges and also plug in.
“It will the constituents to understand that their elected representatives played roles where some of these laws were enacted to further marginalise them and abuse people’s rights,’’ he said.
Kadiri said that since many legislators would be on the ballot for 2023 general elections, the electorate should judge them by what they did, to decide if they would vote for them or not.
He said that although the campaign season would start soon, such laws could still get some attention of the legislators to ensure that they were repeal or thrown away before the assembly comes to an end.
A Senior Advocate of Nigeria (SAN) Mr Chino Obiagwu, Chair, Human Rights Institute, said that the constitutional role of judiciary was to balance power, adding that it was regarded as the last hope of the common man.
“If the judiciary failed in doing that, they would have failed Nigerians; that is why we were concerned that judiciary in Nigeria so far have not shown that passion to protect freedoms.
“For instance, you will see Cyber Crime Act that provides in Section 24 that you cannot use social media or digital means to criticise government.
“We have also seen now what they call a policy paper on IT use; we have seen Nigerian Broadcasting Commission (NBA) Act that censors the media house.
“We have seen CAMA Law, Company and Allied Matters Acts that provides that CSOs must report to government institution where does that happen?
What are the judiciary doing to set aside these laws?, Obiagwu said.
Obiagwu said that the judiciary and the entire legal community, especially the Nigerian Bar Association have a role to play and a social responsibility to ensure that these laws were thrown away from the
The Corporate Affairs Commission (CAC), has restated commitment to implementing reform initiatives aimed at repositioning it as one of the best Registries globally .
The Registrar-General of CAC, Alhaji Garba Abubakar, said this at a plenary session of the Nigerian Bar Association at the16th Annual International Business Law Conference.
The event has as its theme: “Recent Developments in the Business Law Environment”.
Abubakar, who recalled signing of the CAMA, 2020 into law on August 7, 2020 by President Muhammadu Buhari, said the law paved way for new set of operational rules and triggered re-engineering process.
Represented by Justin Biraol, the Director Compliance, the CAC boss said CAMA, 2020 had revolutionised the Commision’s operations.
According to him, the new law has not only eliminated crowd that miles around its offices but has also greatly reduced corrupt practices.
He said that the reforms dispensed with printing of physical Certificates as e-Certificates were now being sent to customer’s email addresses or dashboards.
Abubakar said that the measure had made it possible for anyone from anywhere across the globe to do business with the Commision without human interface with CAC personel.
The registrar-general said that the CAC recently issued Companies Insolvency Regulation 2020 which allowed for proper implementation of Business Rescue Mechanism introduced in Sections 434-549 of the Act.
The News Agency of Nigeria reports that the Commision’s presentation on “CAMA 2020, The Journey So Far” was succeeded by a Panel of Discussants segment chaired by Toyin Bashir of Banwo & Ighodalo who was joined by four others..
PEBEC lauds Senate over Ease of Doing Business Bill secoDr Jumoke Oduwole, Secretary to the Presidential Enabling Business Environment Council (PEBEC) has expressed pleasure over the Business Facilitation (Miscellaneous Provision) Bill 2022, also known as the “Omnibus Bill” that passed second reading at the Senate on Wednesday.
Oduwole in a statement on Thursday, in Abuja said that the Bill was an intervention of PEBEC.
“It is aimed at consolidating and amending outdated legislative provisions towards removing bottlenecks for micro, small and medium enterprises,” she said.
According to her, the bill seeks to ensure the Sustainability of business climate and give statutory force to Executive Order 001 of 2017 on the promotion of Transparency and Efficiency in Business.
She had also at another fora explained that the Omnibus Bill was aimed at amending specific laws relating to ease of doing business which will then be made into single legislation to act as a catalyst for legislative reform of the Nigerian business climate.
According to her, the overall benefits of the Bill include ensuring efficiency in public service delivery in terms of time, cost, and procedure for doing business, improving transparency, removing outdated provisions from relevant laws, and providing incentives to encourage Micro, Small, and Medium Enterprises (MSMEs) participation in business.
While giving further highlights of the Bill, she explained that the codification of the Presidential Executive Order 001 (001) requires MDAs to publish licenses, permits, waivers, approvals, and other related information, among other things, in order to improve transparency and public access to information.
“Others are amendment of the Companies and Allied Matters Act (CAMA) 2020 with the recognition of electronic share certificates, electronic voting at annual general meetings, and other information is in tandem with technology best practices.
“The provisions of Nigeria Export Processing Zones Authority (NEPZA) Act and CAMA have been reconciled to recognize the exemption of free trade zone companies licensed by NEPZA from company registration.” She stressed that the Bill also provided for ease in the procedure for increase in share capital by including the option for such decisions to be determined by a resolution of the Board of Directors, subject to the provisions in the articles of association of the company or by the company in general meeting.
The News Agency of Nigeria recalls that the that the Federal Executive Council approved the bill on March 23, 2022, which was a culmination of four years of collaborative work by public and private sector stakeholders in the legal community.
It was anchored by the PEBEC through a sub-committee led by the Attorney General of the Federation.
It was implemented by a technical working group with the Federal Ministry of Justice legal drafting team and representatives from leading law firms and consultancy firms.