Board Committees

The Board has established the below committees. In addition to these committees, we have also recently implemented new internal controls and reporting mechanisms to protect our assets and operations and provide the Board with unbiased and accurate information.

Nomination and Establishment Committee

The Nomination and Establishment Committee is responsible for considering the size, composition and balance of the Board and its committees, retirement and appointment of additional Directors. It is responsible for the replacement of Directors and for making appropriate recommendations to the Board. It is also responsible for preparing a description of the role and capabilities required for a particular appointment and ascertaining that nominees for the position of director are fit and proper and are not disqualified from being directors. The Committee is also responsible for overseeing management’s implementation of human capital development policies and procedures and management’s recommendations for the recruitment, promotion, training, development, succession planning or disciplinary measures affecting the Chief Executive Officer, Executive Directors and general managers of Seplat.

The Committee oversees the implementation of the Company’s Code of Business Conduct and is responsible for reporting lapses and recommending appropriate actions to the Board from time to time. In accordance with the Nigerian Code of Corporate Governance and the UK Corporate Governance Code, the majority of members of the Nomination and Establishment Committee are Independent Non-Executive Directors. The Committee meets at least twice per year and otherwise as may be necessary from time to time and following any resignation or removal of a Director. Other senior management and external advisers may be invited to attend meetings as the Committee considers appropriate.

Committee members

  • A.B.C. Orjiako – Chairman
  • Michael Alexander – Member
  • Basil Omiyi – Member
  • Damian D. Dodo – Member

Finance Committee

The Finance Committee was established by the Board to assist it in overseeing financial strategy policy and treasury matters, and in reviewing and approving major capital expenditures. In addition, the Committee is responsible for overseeing and evaluating the Company’s corporate governance policies, conflicts of interest and related-party transactions and compliance.

It is a requirement that the Finance Committee comprises at least three directors, two of whom shall be Independent Non-Executive Directors. The Finance Committee meets at least four times a year at appropriate times in the reporting and audit cycle and otherwise as required.

Committee members

  • Charles Okeahalam – Chairman
  • Michael Alexander – Member
  • Lord Mark Malloch-Brown – Member
  • Ifueko Omoigui Okauru – Member

Remuneration Committee

The Remuneration Committee is responsible for considering and ensuring that remuneration arrangements for the Company’s Chairman, Executive Directors and senior management support the strategic aims of the business and promote the recruitment, motivation and retention of relevant skilled labour while satisfying the expectations of shareholders. The Chairman of the Board may attend meetings of the Committee and will support the Committee and provide such information, advice and guidance as may from time to time be requested by the Committee.

The Committee consists of three Non-Executive Directors, at least two of whom are independent (including the Chairman of the Remuneration Committee).

Committee members

  • Michael Alexander – Chairman
  • Basil Omiyi – Member
  • Charles Okeahalam – Member
  • Damian D. Dodo – Member

HSSE Committee and Risk Management

The Risk Management and HSSE Committee includes two Independent Non-Executive Directors. The Chairman, the Chief Executive Officer, the Chief Financial Officer, the Executive Directors and the head of the internal audit unit may attend the meetings of the Committee. Specialists with appropriate technical expertise may also be invited to attend meetings of the Risk Management and HSSE Committee. Specialists with appropriate technical expertise may also be invited to attend meetings of the Committee when necessary.

The Committee assists the Board and has oversight over the Company’s risk management framework, profile and the risk-reward strategy determined by the Board. Its responsibilities also include evaluating the effectiveness of the Company’s HSSE policy and overseeing all health, safety, security and environmental issues. The Committee meets at least four times each year.

Committee members

  • Basil Omiyi  – Chairman
  • Ifueko Omoigui Okauru – Member
  • Macaulay Ofurhie – Member

Corporate Social Responsibility Committee

The CSR Committee is chaired by Lord Mark Malloch-Brown (Independent Non-Executive Director) and its other current members are Ifueko Omoigui Okauru (Independent Non-Executive Director) and Macaulay Agbada Ofurhie (Non-Executive Director).

Its responsibilities include advising the Board on community and broader societal related matters, implementing the Company’s Community Relations policy and assessing the Company’s performance with regard to the impact of CSR decisions upon employees, communities and other stakeholders.

Committee members

  • Lord Mark Malloch-Brown – Chairman
  • Ifueko Omoigui Okauru – Member
  • Macaulay Ofurhie – Member

Audit Committee¹

The purpose of the Audit Committee is to monitor the integrity of the financial statements of the Company and any formal announcements relating to its financial performance, by reviewing significant financial reports and the auditor’s report. The Audit Committee is established in accordance with Section 359(3) and (4) of CAMA. Its composition is consistent with Nigerian law, which requires it to comprise not more than six members with an even representation of shareholders and the Board. At least half of the members are shareholder representatives and two of the members are Independent Non-Executive Directors in line with the requirements of both the Nigerian Code of Corporate Governance and consistent with the UK Corporate Governance Code.

The Audit Committee meets at least four times a year at appropriate times in the reporting and audit cycle. The senior management, including the Chief Financial Officer, may be invited to attend for all or part of the meetings. The external auditors of the Company are invited to attend the meetings on a regular basis. The Audit Committee’s members are the Independent Non-Executive Directors and three shareholder representatives (to be selected) at the annual general meeting.

Committee members

  • Chief Anthony Idigbe, SAN – Chairman (Shareholder representative)
  • Dr. Faruk Umar – Member (Shareholder representative)
  • Sir Sunny Nwosu (Obuchi Limited) – Member (Shareholder representative)
  • Macauley Ofurhie – Member
  • Ifueko Omoigui Okauru – Member
  • Michel Hochard – Member

¹The Audit Committee is not a committee of the Board.