Corporate Governance Lapses: SEC Bars Oando CEO For 5 Years
The Securities and Exchange Commission, SEC, has indicted the Group Chief Executive Officer, CEO, of Oando Plc, Mr. Wale Tinubu, and Deputy GCEO, Omamofe Boyo, of misconduct in conducting the affairs of the company and barred them from holding the position of director in any public company for a period of five years.
The Commission also directed the resignation of the other affected Board members and mandated the company to convene an Extra-ordinary General meeting, EGM, on or before July 1, 2019, to appoint new directors.
SEC had launched an investigation into the activity of Oando following the receipt of two petitions in 2017 from shareholders of the company, accusing the company of financial misappropriation.
The Commission said in a statement by Efe Ebelo, Head, Corporate Communication, SEC, that findings from the forensic audit conducted by Deloitte & Touche, revealed certain infractions of securities and breach of other relevant laws such as false disclosures and market abuses.
SEC said: “Following the receipt of two petitions by the Commission in 2017, investigations were conducted into the activities of Oando Plc.
“Certain infractions of securities and other relevant laws were observed. The Commission further engaged Deloitte & Touche to conduct a Forensic Audit of the activities of Oando Plc.
“The findings from the report revealed serious infractions such as false disclosures, market abuses, misstatements in financial statements, internal control failures, and corporate governance lapses stemming from poor board oversight, irregular approval of directors’ remuneration, unjustified disbursements to directors and management of the company, related party transactions not conducted at arm’s length, among others”.
The Commission, therefore, directed the payment of monetary penalties by the company and affected individuals and directors and refund of improperly disbursed remuneration by the affected Board members.
The Commission stated that all issues with possible criminality would be referred to the appropriate criminal prosecuting authorities as required under Section 304 of the Investments and Securities Act, (ISA) 2007, while other aspects of the findings would be referred to the Nigerian Stock Exchange, NSE, Federal Inland Revenue Service, FIRS, and the Corporate Affairs Commission, CAC,.
“The Commission is confident that with the implementation of the above directives and introduction of some remedial measures, such unwholesome practices by public companies would be significantly reduced,” the statement added.
However, in a statement signed by Ayotola Jagun, Chief Compliance Officer & Company Secretary, Oando, the company said the infractions cited by SEC are unsubstantiated and declared that it would take necessary steps to protect its business and the shareholders.
“Oando is of the view that these alleged infractions and penalties are unsubstantiated, ultra vires, invalid and calculated to prejudice the business of the company.
The company has not been given the opportunity to see, review and respond to the forensic audit report and so is unable to ascertain what findings (if any) were made in relation to the alleged infractions and defend itself accordingly before the SEC.
“The company reserves its rights to take all legal steps to protect its business and assets whilst remaining committed to act in the best interests of all its shareholders,” the company said.
