SEC Removes Wale Tinubu, Mofe Boyo From Oando Over Alleged Infractions + OANDO Group Fights Back, “We Were Not Given Fair Hearing”

Last Friday May 31st turned out to be an extra-ordinary day for the duo of Wale Tinubu (Group Chief Executive Officer OANDO), and Omamofe Boyo (Deputy Group Chief Executive Officer OANDO), as the Securities and Exchange Commission (SEC), barred them from being directors of public companies for a period of five years.

The SEC also directed the convening of an extra-ordinary general meeting on or before July 1, 2019, to appoint new directors. The following information was stated via a statement by SEC, as measures to address identified violations in the company.

Mofe Boyo

According to the SEC: “Following the receipt of two petitions by the Commission in 2017, investigations were conducted into the activities of Oando Plc (a company listed on the Nigerian and Johannesburg Stock Exchanges).

“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 general public is hereby notified of the conclusion of the investigations 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, amongst others”.

The SEC also 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 to the company.

As required under Section 304 of the Investments and Securities Act, (ISA) 2007, the Commission said it would refer all issues with possible criminality to the appropriate criminal prosecuting authorities.

In addition, the SEC stated that 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.

“Therefore, in line with the Federal Government’s resolve to build strong institutions, Boards of public companies are enjoined to properly perform their fiduciary duties as required under extant securities laws” the statement added.

Following the SEC announcements, Oando Plc, has challenged the order, which sacked it’s GCEO, Jubril Adewale Tinubu and other top directors over an alleged capital market infractions. The company immediately issued an official statement saying that they were not given a fair hearing on the lingering issue.

Below is the excerpt of the full statement:

Our attention has been drawn to a press release published and syndicated by the Securities and Exchange Commission, on Friday, May 31, 2019 “Press Release on “Investigation of Oando PLC”;

In the statement, the Commission confirms the conclusion of its investigations and that the findings from the audit report indicate serious infractions by the Company and as part of its measures to address these violations, the Commission has directed penalties as follows: Resignation of the affected Board members of Oando Plc.

The convening of an Extra-Ordinary General Meeting on or before July 1, 2019, to appoint new directors.

Payment of monetary penalties by the company to affected individuals and directors.

Refund of improperly disbursed remuneration by the affected Board members to the company.

Bar of the Group Chief Executive Officer (GCEO) and the Deputy Group Chief Executive Officer (DGCEO) of Oando Plc, Wale Tinubu and Mofe Boyo from being directors of public companies for a period of five (5) years.

Oando is of the view that these alleged infractions and penalties, were unsubstantiated, ultra vires, invalid and calculated to prejudice the business of the Company, which might seriously affect the smooth running of the multi billion dollars investment.

The Company has not been given the opportunity to verify, review and respond to the forensic audit report, so its unable to ascertain what findings (if any), were made in relation to the alleged infractions and defend itself accordingly before the SEC.

The Company has reserved its rights to take all possible legal steps to protect its business and assets, while remaining committed to act in the best interests of all its shareholders.

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