Barristers & Solicitors
Seplat, Roger Brown and Racism: Now, Let the Trial Begin

A lot has been written and said since the federal government’s action revoking the visa, residence, and work permits of the Chief Executive Officer (CEO) of Seplat Energy Plc, Mr. Roger Brown, following his indictment by the Ministry of Interior for racist practices, discrimination against Nigerians, favouring of expatriate workers, and breach of good governance codes. The Federal High Court order, which barred Brown from parading himself as SEPLAT’s CEO and restrained SEPLAT’s Chairman, Mr. Basil Omiyi, and the Independent Non-Executive Directors 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” have also generated interest.

While the FG’s action resonated with many Nigerians and SEPLAT Nigerian employees, who are happy to see their government rise in their defence, it has expectedly not gone down well with a few, who have put up all manner of arguments in support of SEPLAT and the embattled CEO.

There are a few, who have argued, albeit strangely, that the sanction meted to Brown and SEPLAT, a foremost indigenous oil and gas industry enjoying dual listing on both the Nigerian Stock Exchange and London Stock Exchange could be a disservice to Foreign Direct Investment.

Some even challenged the jurisdiction of the court to hear the case brought against Seplat, Brown, the Board Chairman, Basil Omiyi, and others, while some felt the interim order was unmerited. Some narrowed it down to boardroom politics, whereas a few challenged the locus standi of the Petitioners to bring the case.

Instructively, the few naysayers were comfortable not to talk about the real issues at stake such as: Are there racist practices at Seplat? Is racism a serious crime against humanity? Should we condone racism and mistreatment of Nigerians on their land as a way of attracting FDI? Did the Ministry of Interior avail Mr. Roger Brown the opportunity of a fair hearing? Did he honour the Ministry’s invitations? Could a Nigerian CEO of a UK company in that country afford to ignore the invitations by the UK authorities to answer to even less grave matters? Do Nigerian and SEPLAT employees deserve justice? Did the Omiyi-led Board try to investigate the matter before and after the Nigerian employees took the matter to the Ministry of Interior and before the aggrieved shareholders took the matter to court? If not, why?

 It was therefore a welcome development when the media broke the news to the effect that Justice Chukwujekwu Aneke of the Federal High Court, Lagos, had vacated the interim order of 8th March 8, 2023, she had earlier made in  Suit No. FHC/L/402/2023 barring Roger Brown from parading himself as SEPLAT’s CEO. 

In doing so, however, Justice Aneke rejected the submission by the Respondents that the matter should be struck out for lack of jurisdiction, while equally maintaining that the Petitioners – Kenneth Nnabuike, Moses Igbrude, Ajani Abidoye, Sarat Kudaisi, and Robert Ibekwe – who are shareholders of Seplat alleging that the affairs of Seplat were being conducted in a manner that was illegal, racist, oppressive, and unfairly prejudicial to their interests, had the locus standi to file the case. He equally granted the prayer by the Petitioners for an accelerated hearing of the matter to May 16. 

Justice Aneke ruled: “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 oppressively. 

“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 oppressively, 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 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 is hereby discharged and vacated”.

The stage is set 

Consequently, the stage is now set for one legal battle that will occupy news headlines in Nigeria and probably outside Nigeria in the next few months.

As earlier stated, the case Petitioners predicated their case on the alleged racist practices and breach of corporate governance codes perpetrated by Mr. Brown and condoned by the Omiyi-led Board. Exhibited in their court processes is the Seplat Nigerian employees’ petition to the Honourable Minister of Interior and the Minister’s letter slamming the sanctions on Roger Brown.

The petition dated 31st January 2023 accused Mr. Brown of intimidation, bullying, and sacking of Nigerian staff of SEPLAT; discriminatory retirement enforcement that sees the Nigerian employees retired at 60 in line with the company policy while expatriates 67- years old Rymll Peter, 62 years old Carl Franklin, 61-year-old Thomas Hywel, and 67 years old Lagos-based Ian Maclean remain in Seplat’s employ; abuse of corporate governance, the relegation of host communities, relocation of SEPLAT technology office to Aberdeen; intimidation of senior staff and members of the senior management team; bullying of Nigerian staff by foreign nationals; spending of over $5 million to shuttle between Lagos and his London home after allegedly collecting a relocation allowance from Seplat, etc.

Equally interesting in the long list of infractions by Brown is the alleged plot to sell the company to South African fronts. They wrote: “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”.

Following investigations into the allegations, the Ministry returned a verdict in a letter dated 3rd March reads. It reads: “I write to inform you that the Ministry receives a petition from the Solicitor to the concerned workers and stakeholders of Seplat Energy Plc accusing Mr. Rogers Thomson Brown, the CEO of the company 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 learned he was in Abuja for other purposes at the time.

“Investigation and records in the Ministry also revealed that Mr. Roger Brown had 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 immigration issues remain

While Nigerians await the outcome of the trial, it is yet to be seen how the vacation of the court interim injunction would be of use to Seplat since Mr. Brown would still not be able to fly into Nigeria let alone live and work in the country as the immigration papers remained annulled.

Another reality is that going by the extent provisions of the Immigration Act 2015, the FG can still slam criminal charges against Seplat and the embattled CEO.

Section 58 Immigration of Act 2015 states: “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) provides: “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) provides: “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”.

The question then is, even with the vacation of the court order, should Brown still be carrying on as the CEO or an employee of Seplat, a Nigerian registered company when his work permit is already withdrawn? Is it not impunity of the highest order? Can a Nigerian company or employee try this in the UK where he comes from? The answer is negative. 

Also, why are Omiyi and the Board he leads in continued acting with regard for the Nigerian laws and authorities? Why does the overwhelming rejection of Brown by SEPLAT’s staff appear not to bother them? Only time will tell. But until then, let the actual trial begin.

THISDAY