The lingering boardroom crisis in an indigenous oil firm – Green Energy International Ltd – has been taken before a Federal High Court in Abuja for resolution via a suit by two aggrieved directors, Bunu Alibe and Ayo Olojede, who are accusing the company’s management of unlawful conduct.
The suit, marked: FHV/ABJ/PET/20/2020, now before Justice Ijeoma Ojukwu, has the Company and its Chairman/Managing Director, Prof. Anthony Adegbulugbe as respondents. Adegbulugbe was Adviser on Energy during President Olusegun Obasanjo’s administration.
Alibe and Olojede are, by the suit they commenced via a petition, accused Adegbulugbe of a series of a corporate misdemeanors, including unilateral usurpation of executive responsibilities, contrary to the provisions of the Companies and Allied Matters Act 2020 and the Company’s Articles of Association.
They want a comprehensive forensic audit be conducted by a reputable audit firm acceptable to the petitioners, on all financial and banking transactions undertaken by the company together with an examination of all bank accounts belonging to the company.
The duo equally wants the court to order that Adegbulugbe ceases forthwith to act and operate the affairs of the company in the dual capacity of Chairman and Managing Director.
While calling for setting aside of the Annual General Meeting (AGM) of the company purportedly held November 12, 2020, they pray the court for an injunction restraining the company and Adegbulugbe from denying them the rights, emoluments and benefits due to them as Executive Directors
Alibe and Olojede are seeking N250 million in damages and costs for legal expenses and other inconveniences incurred.
They averred that the usurpation of the dual roles of Chairman and Managing Director was done without the necessary board and shareholders’ approval.
This, they added, was contrary to the provisions of Part A, Section 2 (2.7) of the Nigerian Code of Corporate Governance 2018 which provides that “the positions of the Chairman of the Board and Managing Director/Chief Executive Officer (MD/CEO) of the company should be separate such that no person can combine the two positions.”
The petitioners stated that after acquiring the dual roles of Managing Director/CEO and company Chairman, Adegbulugbe proceeded to install two of his sons as Finance Director and Technical Advisor respectively.
They said the acts and conduct of Adegbulugbe not only ensured that his family members dominated the board and management of the company, but also made it clear that the important corporate organs were completely sidelined in the affairs of the company.
Alibe and Olojede stated that while they were directly instrumental to the award of an operating licence by the Federal Government of Nigeria to Green Energy to operate the Otakikpo Marginal Field (OML 11), Adegbulugbe was not initially involved being Energy Adviser in the Olusegun Obasanjo administration.
The petitioners alleged that while they jointly own 25 percent of the company’s shares and respectively occupy the positions of Executive Directors, the control by Adegbulugbe and his family members had become averse to their interests due to opaque financial dealings and questionable decision making.
According to the petitioners, some of the alleged illegal transactions undertaken by Adegbulugbe on behalf of the company, contrary to the provisions of Section 342 of the Company’s and Allied Matters Act, 2020, were in respect of the Project Horizon.
They alleged that it also included the Field Management Services Agreement and Master Services Agreement executed with Schlumberger as well as related contracts totaling $400 million without a board and Shareholders’ endorsement.
Alibe and Olojede alleged that it has been Adegbulugbe’s regular practice to avail the board, after the fact, with scanty information relating to major contracts, financial transactions, and major policy decisions after such contracts have been signed and funds disbursed most often without budgetary provisions.
They argued that it would serve the interest of justice for the court to grant them reliefs which include that all agreements, purchase orders, and contracts executed in furtherance of Project Horizon be cancelled forthwith, re-presented, and subjected to a fresh review.
The sister case, with suit number FHC/ABJ/CS/1390/2020 filed by the company against Alibe and another, listed before Justice Ojukwu for hearing on Thursday, was adjourned till February 10, 2020, owing to the judge’s absence.
Lawyer to Green Energy, Yusuf Ali (SAN), and lawyer to Alibe and Olojede (listed as defendants) Alade Agbabiaka were seen in court.