TheNewsGuru

Tag: Investigations

  • Opioid: NAFDAC, NDLEA respond to BBC’s investigation

    Opioid: NAFDAC, NDLEA respond to BBC’s investigation

    The National Agency for Food and Drug Administration and Control (NAFDAC) and the National Drug Law Enforcement Agency (NDLEA) have reacted to the BBC’s investigation on the smuggling of opioids to West Africa.

    They spoke in reaction to a BBC investigation uncovering an Indian pharmaceutical manufacturing unlicensed, addictive opioids and exporting them illegally to West Africa.

    India’s Opioid Kings, a new documentary from the BBC World Service’s award-winning investigations team, was privately screened in Lagos on Thursday and released to the public on Friday.

    NAN recalls that the Federal Government banned tramadol sales without prescription in 2018, but smuggling has persisted, with seizures worth over $100 million in 2023.

    The documentary uncovered a network of illegal drug manufacturers and importers revealing that many opioids, including tramadol, were manufactured in India and smuggled into Nigeria and Ghana.

    It noted that the company based in Mumbai, makes a range of pills that go under different brand names and are packaged to look like legitimate medicines.

    According to the investigation, all contained the same harmful mix of ingredients: tapentadol, a powerful opioid, and carisoprodol, a muscle relaxant so addictive it’s banned in Europe.

    It also highlighted the growing problem of opioid addiction in Nigeria, particularly among youths as well as farmers who use tramadol for physical labour.

    Nigeria, with a population of 225 million people, provided the biggest market for these pills, alongside Ghana.

    Yedunni Adenuga, Director, Narcotics and Controlled Substances, NAFDAC, at the private screening of the investigation, said in spite of stiff controls, illegal drugs often entered Nigeria through porous borders, particularly from neighbouring countries.

    She said: “We have strong regulatory processes in dealing with medicines.

    “First of all, any medicine that has to be imported or locally manufactured has to go through a registration process, we all have our processes.

    “We have a strong regulatory process in Nigeria such that any product, any drug product that has to be consumed in Nigeria has to be registered duly by NAFDAC.

    “Then when we come to narcotics, you also have a strong process.

    “Before you can bring in any narcotic products, you must have a permit to import that product, including tramadol.

    “And then when you bring it in, you still need a permit to clear it through the port of entry.

    “And in Nigeria, the acceptable formulations are formulations of 100 milligrams, and those are for medical purposes.

    “It is highly controlled, but you know that these things find their way into the country because of the porous borders, all around.

    “But we, in NAFDAC, we are committed to ensuring our mandate and that whatever medicines that are being taken by our people are safe.’’

    Responding to the situation, the Chairman of National Drug Law Enforcement Agency (NDLEA), Brig Gen. Mohammed Buba Marwa, affirmed that opioids are “devastating our youths, our families, it’s in every community in Nigeria.”

    Also, Mr Shaba Mohammed, Director, Investigation and Enforcement, NAFDAC, said that the government was committed to combating this issue and ensuring that unregistered drugs were intercepted and managed effectively.

    The BBC Eye Investigation: India’s Opioid Kings is available in the United Kingdom on BBC iPlayer from Feb. 21.

    International audiences can watch the film on the BBC Africa YouTube channel and read the story on the BBC News website – via bbc.co.uk in the United Kingdom and internationally – on BBC.com, BBC Studios’ global digital news platform.

  • IGP orders swift conclusion of investigations into electoral offences

    IGP orders swift conclusion of investigations into electoral offences

    The Inspector-General of Police (IGP), Usman Baba, has ordered swift conclusion of all investigations related to violations of the Electoral Act during the Feb. 25 elections.

    Baba gave the order to Commissioners of Police in charge of commands nationwide.

    In a statement issued by the force Public Relations Officer, CSP Olumuyiwa Adejobi in Abuja on Monday, the IGP said such case files should be forwarded to INEC for prosecution of the suspects.

    He directed the commissioners to avoid further delay and ensure thoroughness in the investigations.

    On the forthcoming elections, Baba told the police commissioners to engage stakeholders in their jurisdictions through town hall meetings and other viable avenues to ensure a smooth exercise.

    The IGP said the police would operate in a manner that will allow Nigerians to actively participate in the March 18 Governorship and House of Assembly elections.

    He urged men and officers of the force to ensure an all-inclusive election security management during the polls.

    Baba also enjoined the public to cooperate with the police and other law enforcement agencies to ensure effective security during the elections.

    ”Our interest is to protect everybody, the electorate, accredited observers, INEC officials and materials,” he said.

  • Tordue Salem: Opposition lawmakers mourn slain Vanguard reporter, demand further investigations

    Tordue Salem: Opposition lawmakers mourn slain Vanguard reporter, demand further investigations

    The Minority Caucus in the House of Representatives has mourned the death of the Vanguard Newspaper correspondent attached to the House of Representatives, Tordue Salem.

    The lawmakers in a statement signed on Saturday by the Minority Leader, Ndudi Elumelu, described the news of Salem’s death as shocking and devastating, demanding a further investigation by the police.

    “The Minority Caucus in the House of Representatives receives with shock and utter devastation, the news of the death of the Vanguard Newspaper correspondent attached to the House of Representatives, Mr. Tordue Salem.

    “The news of the reported discovery of the remains of the journalist on Thursday, a month after he went missing, is horrifying and yet another sad commentary on worsening insecurity in our country,” the statement read in part.

    The minority caucus said they note the report by the police that the journalist was knocked down by a hit and run driver, around Mabushi area in Abuja.

    They demanded a further investigation by the police to unravel more mysteries concerning Salem’s disappearance and eventual death.

    “As representatives of the people, we demand that the Police must not foreclose investigations, particularly given conflicting official security reports trailing Mr. Salem’s sudden disappearance and death.

    “Our caucus is still trying to come to terms with the conflicting reports as well as how it took a month before a body of a motor accident victim is discovered in a very busy area like Mabushi or any part of the Abuja municipal for that matter,” Elumelu added in the statement.­­­­

    The lawmakers lamented that “it is indeed saddening that our nation will, in this manner, lose such a young, energetic, highly resourceful and experienced journalist, like Mr. Salem, who used his investigative journalism skill towards entrenching democracy and good governance in our country.

    “His death is a huge blow to the media and journalism practice in Nigeria.”

    The Minority caucus urged the police to leave no stone unturned in addressing all conflicting issues related to the disappearance and death of the journalist.

    They also commiserated with the Salem family, particularly, Mrs. Salem, the Vanguard newspapers, the House of Representatives Press Corps, and the entire media industry for the loss.

  • Buhari reacts to investigations in NDDC, EFCC, says appointees abused trust

    Buhari reacts to investigations in NDDC, EFCC, says appointees abused trust

    President Muhammadu Buhari on Friday in Abuja reacted for the first time on the allegations of corruption leveled against the leaderships of some Federal Government Agencies and Commissions.

    These commissions include the Economic and Financial Crimes Commission (EFCC) and the Niger Delta Development Commission (NDDC).

    The president, who spoke after observing his Eid prayers at the fore court of the presidential villa, observed that some appointees of the government in both his administration and the previous one have abused their trust.

    He, however, expressed delight that some stolen assets are being recovered, sold and proceeds put into the Single Treasury Account (TSA), which is inaccessible to the corrupt persons involved.

    When asked how he felt about recent revelations coming out from the EFCC and the NDDC, President Buhari said:

    “There has been abuse of trust by people trusted by previous administration and this administration.

    “A number of assets have been recovered and some money.

    “But we have introduced TSA where all the monies are taken and I said asset should be sold and the money be put through TSA so that it can be identified at any level and I will see who will come after us and take it back again to those who misappropriated public funds.”

    While assuring that all past and present cases would be fully investigated, he said: “This is why we put the commission (of investigation) in place.”

    He stressed that all of such cases would be uncovered and firmly dealt with by his government.

    The News Agency of Nigeria (NAN) reports Senate and House of Representatives are currently investigating how the Interim Management Committee (IMC) of the Niger Delta Development Commission (NDDC) allegedly squandered N40 billion within few months.

    NAN also reports that the Presidency had instituted a Presidential Probe Panel headed by retired Justice Ayo Salami to investigate allegations of gross misconduct against the suspended acting Chairman of the EFCC, Ibrahim Magu.

  • JUST IN: NAF bows to pressure, commences investigation into Tolulope Arotile’s death

    JUST IN: NAF bows to pressure, commences investigation into Tolulope Arotile’s death

    …Two suspects held in hostage

    …Late pilot to get ‘full military honours’ at burial next week

    The Nigerian Air Force on Friday stated that its Flying Officer, Tolulope Arotile, who died on July 14 2020, will be laid to rest on Thursday, July 23, 2020.

    The NAF Director of Public Relations and Information, Air Commodore Ibikunle Daramola, gave the information in a statement released on Friday.

    The statement titled, ‘Late Flying Officer Arotile to be buried in Abuja with full military honours on July 23,’ said;

    “The remains of late Flying Officer Tolulope Arotile who died on July 14 will be laid to rest with full military honours at the National Military Cemetery in Abuja on July 23.

    “Meanwhile, the Chief of the Air Staff, Air Marshal Sadique Abubakar, has received some members of the Federal Executive Council as well as members of the National Assembly who visited him at Headquarters NAF at various times on Thursday.”

    The country was thrown into mourning on Tuesday when the NAF first announced that Arotile, Nigeria’s first female combat helicopter pilot, died at the NAF base in Kaduna State.

    Meanwhile, the air force explanation was that the female officer sustained head injuries from the accident when she was “inadvertently hit by the reversing vehicle of an excited former Air Force secondary school classmate while trying to greet her.”

    A Yoruba socio-cultural organisation, Afenifere, however, on Thursday raised suspicion over the death of the female officer, rejecting the road accident explanation and calling for a Coroner’s Inquest into her death.

    Tolulope’s family also rejected the road accident explanation and called for a thorough investigation.

    However, The Nigerian Air Force also stated that a thorough investigation has commenced.

    NAF added that two persons were being held but noted that at the end of the investigation, “whatever information needs to go out will go out.”

    NAF spokesman Daramola, said, “First of all, in my first statement, I said she died from a road traffic accident. I further clarified the nature of the road traffic accident where one of her excited classmates who saw her reversed his car which led to him hitting her and knocking her down. This led to head injuries and a lot of haemorrhaging which ultimately resulted in her death.

    “The two boys are in custody and the NAF will do a thorough investigation into the matter. It is a routine process – our own processes that are ongoing because it happened inside a NAF base. At the appropriate time, whatever information needs to go out will go out. But we cannot pre-empt that investigation process.

    “Whatever needs to be known will be known; it is standard practice. So, we are investigating the circumstances leading to her death by a road traffic accident. It is an investigation because it may go beyond NAF.”

    Profile

    Tolulope was born on December 13, 1995, into the family of Mr. and Mrs. Akintunde Arotile, the native of Iffe area in Ijumu Local Council of Kogi State.

    She attended Air Force Primary School, Kaduna from 2000 to 2005 and Air Force Secondary School, Kaduna from 2006 to 2011, before gaining admission into the Nigerian Defence Academy, Kaduna, as a member of 64 Regular Course on the 22nd September 2012.

    She was commissioned into the Nigerian Air Force as a Pilot Officer on September 16, 2017, and holds a Bachelor of Science in Mathematics from the Nigerian Defence Academy.

    Arotile was selected to train at the Starlite International Training Academy, in South Africa, following her performance during her initial flying training course at 401 Flying Training School Kaduna. As of October 15, 2019, she had acquired 460 hours of flight within 14 months in helicopter.

    The late officer was decorated as the first female fighter helicopter pilot the Nigerian Airforce has had in 55 years; the Minister of Women Affairs and Social Development, Mrs. (Dame) Pauline Tallen and Chief of the Air Staff (CAS) Air Marshal Sadique Abubakar performed the decoration in October 2019.

    She contributed to the efforts to rid the North-Central states of bandits and other criminal elements by flying combat missions.

    She was particularly a squadron leader in Operation Gama Aiki in Minna Niger State.

  • Reps launch investigation into $16bn previous administrations invested in power sector

    Reps launch investigation into $16bn previous administrations invested in power sector

    The House of Representatives on Thursday resolved to Investigate a whooping $16 Billion spent on the power sector under power sector reforms by all previous federal administrations.
    This followed the adoption of a motion by Hon. Sada Soli on the matter on the floor of the House at plenary.
    Soli while debating the motion noted that the Power Sector Reform Act was aimed at removing the ineffectiveness of the sector in order to transform it into a more efficiently managed sector.
    He further noted that an investigative hearing conducted by the House of Representatives in 2008 over the alleged spending of about $16 Billion US Dollars on the power sector
    He pointed out that power generation target was that by 2020, the nation would have achieved 40,000 MW based on the alleged investments in the proposed power plants, but till date such generation target has eluded the nation.
    He said: ” alarmed that the contracts awarded of over $50 million dollars to companies that did not exist and that two billion dollars ($2bn) worth of energy contracts were also awarded without bidding and during process”
    He also re-echoed the lamentation of the President to the effect that such huge sums of billions of dollars could be spent without commensurate results in the generation, transmission and distribution of power supply in the country..
    He expressed worries that to date, no person,company or agency of government involved has been prosecuted despite the perennial power supply and its associated socio-economic consequences for the nation.
    He added that cognizant of the provisions of sec 88 and 89 of the provisions of the 1999 Constitution the National Assembly has the mandate to expose corruption,inefficiency and waste in the execution and administration of laws within it’s legislative competence.
    Consequently, the House presided by the Speaker Hon. Femi Gbajabiamila put the matter to voice vote and the lawmakers voted for it.
    He therefore directed that a comprehensive investigation be launched into the matter by a yet to be constituted ad-hoc committee which report is expected into the House in six weeks.

  • Police maintain siege on Melaye’s residence, ask him to surrender for investigations

    The Nigeria Police Force has asked the lawmaker representing Kogi West in the National Assembly, Senator Dino Melaye, to surrender himself for arrest and investigation for attempted culpable homicide.

    It stated that the police operatives deployed in his house with an arrest warrant will not leave his Abuja residence until they apprehended him.

    The Force spokesman, Jimoh Moshood, said in a statement on Monday that Melaye had repeated spurned several invitations asking him to report for an investigation into the alleged shooting of one Sgt. Danjuma Saliu, attached to 37 Police Mobile Force while on stop-and-search duty along Aiyetoro Gbede, Mopa Road in Kogi State.

    He explained that Melaye and his armed thugs shot and injured Saliu who is currently on admission at the Federal Medical Centre, Lokoja.

    Police investigators, he said, had invited Melaye through a letter of invitation dated 23rd July, 2018, signed by the Commissioner of Police, Kogi State Police Command, and addressed to the Clerk, National Assembly, Abuja.

    Moshood said, “Melaye was asked to report on 26th July, 2018 at the Kogi State Police Command, CIID, Lokoja to answer to a case of criminal conspiracy and attempted culpable homicide against him under investigation in the Kogi State Police Command.

    “The claim by the Senate President in the media that the Police did not submit a letter of invitation to the Clerk of the National Assembly is therefore incorrect as can be seen on the attached letter with acknowledgment stamp of the Clerk, National Assembly, Abuja, dated 24 July, 2018.”

    The Police also tendered copies of pictures of the injured officer, the invitation letter to Melaye addressed to the Clerk of National Assembly and the medical report from the Federal Medical Centre, Lokoja, confirming the admission of Sgt. Saliu to the hospital for gunshot injury.

    Meanwhile, the National Coordinator, Advocate for Peoples’ Rights and Justice, Victor Giwa, has condemned the police siege and move to arrest Melaye, describing it as an abuse of his rights.

    The activist in a statement asked the police to follow the proper procedure laid down by the law if the lawmaker was needed to answer to any charges.

    He added, “As an organisation, we see the continuous occupation of the residence of Senator Melaye as a gross violation of his right to freedom of movement and personal liberty, as provided in the constitution.

    “If the Police need the Senator for any offence or for trial in court, there are proper procedures laid down by the law to follow, anything outside that is persecution. We, therefore, insist that we shall mobilize our allies as civil society to resist any form of intimidation or harassment by the police. An injustice to one is an injustice to all.”

  • UK replies Magu over allegations of ‘shielding’ Alison-Madueke from investigations

    UK replies Magu over allegations of ‘shielding’ Alison-Madueke from investigations

    The United Kingdom Crime Agency has responded to the statement made by the Acting Chairman of the Economic and Financial Crimes Commission, Mr. Ibrahim Magu, regarding the investigation of the Minister of Petroleum Resources, Diezani Alison-Madueke.

    The response was sequel to an email sent to the NCA Press Office in London by The Punch.

    In the email signed by Louise Powell, the Senior Communications Officer, said, “We have neither confirmed nor denied whether we have an investigation into Diezani Alison-Madueke.”

    On whether the NCA would be collaborating with the EFCC to extradite Diezani to Nigeria, the agency said it does not handle extradition outside the European Union countries because of the European Arrest Warrant agreement.

    Once issued, the EAW requires another member state within the EU to arrest and transfer a criminal suspect or sentenced person to the issuing state so that the person can be put on trial or complete a detention period.

    However, Nigeria, which is not a member of the EU, does not enjoy such privileges.

    The NCA therefore asked that questions regarding Diezani’s purported extradition be directed to the UK Home Office.

    Recall that Magu had, on Monday, said the EFCC was working with the Office of the Attorney General of the Federation to extradite the former petroleum minister because the UK authorities had “unnecessarily delayed” her case.

    When asked if her extradition to Nigeria would not affect her pending case in the UK, Magu said, “There is no court trial. She was being investigated even before I assumed office. So, it has taken so long and it is very unreasonable that she is not being tried there.

    “So, we are tired of waiting and that was why I said if you cannot prosecute her, bring her and we will prosecute her. There is no prosecution going on in the UK.

    “We are involved in the investigation in this country and outside the country including America and London. I have been there. We have worked and sat together.

    “We cannot wait endlessly. I think three years and above is sufficient for you to take her to court.

    “There is no court process against her in the UK. Nobody is prosecuting her there.”

  • Governance Issues Around NEM Insurance 48th AGM: Investigation and Outcomes

    The latest decision by the Securities & Exchange Commission (SEC) on the issues relating to NEM Insurance Plc’s (NEM) 48th Annual General Meeting (AGM) held on Wednesday, 20 June 2018, at the Premier Hotel, Ibadan, Oyo State (Re: SEC Invalidates NEM Insurance Plc’s 48th AGM and Resolutions; Orders Firm to Reconvene Proper AGM) came on the back of another extensive review conducted by the Nigerian Stock Exchange (NSE) in October 2018, showing an increased level of co-ordination in the enforcement regime in the Nigerian markets.

    The Complaint(s)

    Following the completion of the AGM, formal complaints were received from five (5) shareholders of NEM in June and July 2018.

    The Issues

    The shareholders’ complaints can be broadly categorized into two (2) main areas:

    Non-receipt of the Company’s AGM notice within the time (at least twenty-one (21) days) prescribed by Section 217(1) of the Companies and Allied Matters Act, Cap. C20 Laws of the Federation of Nigeria 2004 (CAMA);

    Special resolution proposed and passed at the AGM to raise additional capital through special/private placement was set at a price below the market price – reversal of the special resolution proposed and passed at the AGM.

    Fact Findings

    The Notice of AGM was dispatched and delivered to the 1st to 4th Complainants by registered post through a private courier service on 13 June 2018, seven (7) days before the AGM. The proof of delivery was provided.

    The Company claimed it dispatched the Notice of AGM to the 5th Complainant via NIPOST on 13 June 2018. The Company did not provide any proof of dispatch or delivery of the Notice to the 5th Complainant.

    The Notice of AGM was published in two (2) daily newspapers, Leadership and New Telegraph Newspapers on 30 May 2018. The proof of publication was provided.

    A special resolution to raise additional capital through special/private placement was proposed and passed at the AGM.

    Relevant Laws and Rules:

    The Companies and Allied Matters Act (CAMA) Cap C20 Laws of the Federation of Nigeria 2004

    (i) Section 217 of CAMA

    “217. Length of notice for calling meetings

    (1) The notice required for all types of general meetings from the commencement of this Act shall be 21 days from the date on which the notice was sent out.

    (2) A general meeting of a company shall, notwithstanding that it is called by a shorter notice than that specified in subsection (1) of this section, be deemed to have been duly called if it is so agreed in the case of‐ (a) a meeting called as the annual general meeting, by all the members entitled to attend and vote thereat; and

    (b) any other general meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than 95 per cent in nominal value of the shares giving a right to attend and vote at the meeting or, in the case of a company not having a share capital, together representing not less than 95 per cent of the total voting rights at that meeting of all the members.

    (ii) Section 220 of CAMA

    “220. Service of Notice

    (1) A notice may be given by the company to any member either personally or by sending it by post to him or to his registered address, or (if he has no registered address within Nigeria) to the address, if any, supplied by him to the company for the giving of notice to him.

    (2) Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying, and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of seven days after the letter containing the same is posted, and in any other case at the time at which the letter would be delivered in the ordinary course of post.

    (5) “Registered address” means, in the case of a member, any address supplied by him to the company for the giving of notice to him.”

    (iii) Section 221 of CAMA

    “221. Failure to give notice

    (1) Failure to give notice of any meeting to a person entitled to receive it shall invalidate the meeting unless such failure is an accidental omission on the part of the person or persons giving the notice.

    (2) Failure to give notice to a person entitled to it due to a misrepresentation or misinterpretation of the provisions of this Act, or of the articles, shall not amount to an accidental omission for the purposes of the foregoing subsection.”

    (iv) Section 222 of CAMA

    “222. Additional notice

    In addition to the notice required to be given to those entitled to receive it in accordance with the provisions of this Act, every public company shall, at least 21 days before any general meeting, advertise a notice of such meeting in at least two daily newspapers.”

    The Securities and Exchange Commission Consolidated Rules, 2013

    (v) Rule 99(6) of the Securities and Exchange Commission Consolidated Rules, 2013

    “99. Functions

    (6) A Registrar of a public company may dispatch annual reports and notices of general meetings

    to shareholders by electronic means.”

    (vi) Rule 593 of the Securities and Exchange Commission (SEC) Consolidated Rules, 2013

    “593. Service of proxy statement and proxy forms

    (1) The registrant shall furnish the proxy statement and proxy form to the shareholder together with the

    notice of meeting and annual report twenty one (21) days to the date of the meeting in the case of annual general meeting (A.G.M.).

    (2) Where proxies are solicited at the expense of the company on behalf of the board, proxy forms and materials must be sent to every member of the company entitled to notice of the meeting and to vote by proxy at the meeting.

    The Securities and Exchange Commission Code of Corporate Governance for Public Companies, 2011 (vii) Clause 24 of the SEC Code of Corporate Governance for Public Companies, 2011

    “24. Notice of Meeting

    Notices of general meetings shall be twenty-one (21) days from the date on which the notice was sent out. Companies shall allow at least seven days for service of notice if sent out by post from the day the letter containing the same is posted. The notices should include copies of documents, including annual reports and audited financial statements and other information as will enable members prepare adequately for the meeting.”

    The Rulebook of The Nigerian Stock Exchange, 2015 (Issuers’ Rules)

    (viii) Rule 19.3, Rules Relating to Board Meetings and General Meetings of Issuers, Rulebook of The Exchange, 2015 (Issuers’ Rules)

    “Rule 19.3: General Meetings of Members

    (a) Every Issuer shall hold sessions of the general meetings of shareholders or holders of other securities in accordance with the relevant provisions in the Companies and Allied Matters Act Cap C20 LFN (CAMA) and any other relevant legislation, these Rules and the Issuer’s Articles of Association. The Issuer shall also ensure that shareholders or holders of other securities are allowed to lawfully exercise their rights at the meetings.

    (ix) Rule 19.5, Rules Relating to Board Meetings and General Meetings of Issuers, Rulebook of The Exchange, 2015 (Issuers’ Rules)

    “Rule 19.5: Notice of Meeting

    (a) The Board of Directors or Trustees of the Issuer shall give Notice of Meeting as provided in Rule 19.8(c) below, to each security holder to ensure that each security holder has a reasonable opportunity to attend the meeting and exercise his voting rights threat.

    (b) The Notice shall state the nature of the meeting, time and venue and shall include a proxy form which shall include clearly worded resolution proposals in order that securities’ holders may be properly guided in casting their votes either for or against each resolution.”

    (x) Rule 19.8, Rules Relating to Board Meetings and General Meetings of Issuers, Rulebook of The Exchange, 2015 (Issuers’ Rules)

    “(vii) Rule 19.8: Notice to be Displayed on the Website

    (c) Issuers shall ensure that the Notice of Meeting and the full copy of the Annual Reports or any other relevant documentation are dispatched to shareholders or holders of other securities and the relevant Regulatory authorities at least twenty-one (21) days before the date of the meeting and evidence of postage shall be made available for inspection by the Regulators at the meeting. Where the notice is personally delivered, evidence of such delivery shall be produced. Issuers shall allow at least five (5) business days for delivery of the Notice of Meeting if sent out by post from the day the letter containing same is posted.”

    Findings – Issues

    Issue 1: Non-receipt of the Company’s AGM Notice

    The Company did not dispatch the Notice of the 48th AGM and Annual Reports to the shareholders at least 21 days before the date of meeting as prescribed by the CAMA, SEC Rules and the Rulebook of The Exchange. This action of NEM violates Rule 19.8(vii), Rulebook of The Exchange (Issuers’ Rules) and Section 217(1) of CAMA stated above.

    The shareholders who did not receive the Notice of AGM were not given the opportunity to attend and exercise their voting rights in respect of any of the resolutions passed at the 48th AGM, including the proposed special resolution to raise additional capital through special/private placement.

    Issue 2: Special resolution proposed and passed at the AGM to raise additional capital through special/private placement at a price below the market price

    The Exchange found that the resolution was duly proposed and passed at the AGM.

    Issue 3: Reversal of the special resolution proposed and passed at the meeting

    The Exchange is not the Competent Authority to invalidate the AGM pursuant to Section 221 of CAMA, for failure to give Notice of the AGM to shareholders. See, Section 221(1) of CAMA cited above. NEM as a listed entity is required to comply with the Rules of The Exchange, in addition to compliance with other relevant legislations and regulations. For general meetings, Issuers are required to comply with the requirements of The Exchange, CAMA, and the Securities and Exchange Commission Rules and Regulations (SEC Rules) as provided in Rule 19.3 cited above.

    The Exchange viewed this act of non-compliance as a corporate governance issue for a listed company which holds the Corporate Governance Rating System (CGRS) certification, and is included in The Exchange’s Corporate Governance Index (CGI), for listed companies. CGRS certified companies are required to demonstrate high standards of corporate governance and compliance with applicable laws and regulations. A company’s treatment of its stakeholders, particularly its shareholders, provides incontrovertible evidence of its corporate governance practices. And, the facts in regard to the five complaints considered raise significant questions about the state of corporate governance in NEM.

    Sanctions

    In view of the above, The Exchange sanctioned NEM pursuant to the provisions of Rule 19.16: Sanctions, Rules Relating to Board Meetings and General Meetings of Issuers, Rulebook of The Exchange, 2015 (Issuers’ Rules) which states that:

    “(a) Where an Issuer or any of its directors or any of the Trustees of a Bond contravene or fail to adhere to any of these provisions, The Exchange may censure the Issuer and/or the Issuer’s director(s) or the Trustees individually or jointly, either privately or in public. (b) In the event of breach of any of these Rules, The Exchange shall impose the following penalties: (i) A form of censure which it determines to be appropriate; and (ii) A fine not exceeding fifty per-cent (50%) of the listing fees of the Issuer.”

    Thus, the following sanctions were imposed on NEM for contravening Rule 19.8 cited above:

    Private Censure – The Exchange shall communicate directly with the Board of Directors of NEM Insurance regarding its findings on the complaints; and

    A fine of Five Hundred and Seventy-Five Thousand, Five Hundred and Five Naira only (N575,505.00), being fifty per-cent (50%) of NEM annual listing fee, on the Company.

    NEM is expected to pay the fine of N575,505.00 to The Exchange on or before close of business on Wednesday, 7 November 2018 to avoid the enforcement of the provisions of Clause 14(d), Appendix III: Form of General Undertaking (Equities), Rulebook of The Exchange, 2015 (Issuers’ Rules), which states that:

    “A listed company who contravenes any of the provisions of the Listing Rules and General Undertaking and fails to pay the penalty imposed on it for such contravention on or before the due date shall be liable to a further fine of N300,000.00 in addition to N25,000 per day for the period the violation continues”.

    More importantly, NEM is also required to disclose the above contravention and penalty paid in its Annual Report and Accounts for the year ended 31 December 2018.

    Additional Corporate Governance Measures

    The Exchange will, as part of its own governance ethos, take steps to communicate its findings to the Steering Board of the Corporate Governance Rating System (CGRS), which may decide to suspend, withdraw or do nothing to the CGRS rating of NEM. Please be advised that the Steering Board’s decision may affect NEM’s status as a component of the Corporate Governance Index of The Exchange.

    Conclusion

    NEM is one of the best performing stock in its sector on the bourse, and it is expected that lessons will (ought to) be learned from this in the future; even as it complies with the decision of the SEC communicated today, comply with all requirements of The Exchange and that of other relevant laws and applicable rules.

    The market looks forward to listed companies willing to work on their governance issues and help deliver a fair, efficient and transparent market for all investors. This is a teachable moment for NEM.

  • We are monitoring investigations of defunct Skye Bank directors – NDIC

    We are monitoring investigations of defunct Skye Bank directors – NDIC

    The Nigeria Deposit Insurance Corporation (NDIC), says it is monitoring investigations of directors and management of the failed Skye Bank Plc being carried out by law enforcement agencies.

    The Managing Director and Chief Executive of NDIC, Alhaji Umaru Ibrahim, said this in a statement issued by Mohammed Ibrahim, NDIC’s Head of Media and Corporate Services on Monday in Abuja.

    Ibrahim said the Corporation and the Central Bank of Nigeria (CBN) were monitoring the enforcement agencies to determine their culpability in the failure of the bank.

    According to the statement, Ibrahim announced this at the opening of the Corporation’s 2018 Sensitisation seminar for Federal High Court Judges in Abuja.

    He said NDIC’s Risk Assessment and Forensic Investigation Reports revealed that the erstwhile management of the failed bank contributed to its failure by engaging in insider abuse, poor corporate governance and banking malpractices.

    He said the reports identified malpractices such as fraudulent accounting, manipulation of accounting records to present false profits and ratios, unlawful loan and credit facilities, non-disclosure of directors’ interests and lending beyond the single limit.

    Ibrahim said the implementation of the bridge bank resolution option that established Polaris Bank Ltd which assumed the assets and liabilities of the defunct bank resulted in depositors’ unhindered access to their funds.

    He said it also led to the continuity of the operations of about 300 branches and the preservation of more than 6,000 jobs.

    Ibrahim said the Corporation had commenced payment of insured deposits to depositors of the 153 Microfinance and six Primary Mortgage Banks that their licenses were recently revoked by the CBN.

    He said that the Corporation performed this statutory mandate by its appointment as liquidator through a Winding Up Order granted by the Federal High Court.

    The NDIC boss described the collaboration between the Corporation and the Judiciary as a valuable engagement toward the development of the financial system and the effective implementation of the Corporation’s mandate.

    He said the seminar for Federal High Court Judges with the theme: “Challenges to Deposit Insurance Law and Practice in Nigeria” was specifically designed to address topical issues in bank supervision.

    He named some of the issues to include regulatory framework of systematically important banks, robustness of the legal system to facilitate criminal prosecution of bank directors and debt recovery under the Failed Banks Act.

    While commending the NDIC for its continued interactions with the Federal High Court, Justice Abdul Kafarati said the impact had been a deeper appreciation of the implications of the mandate and activities of the Corporation.

    This, Kafarati said had led to more proactive and accurate adjudication of cases brought before the courts.

    He expressed optimism that the broadening of the scope to include topical issues would further deepen the impact of the seminar toward addressing current regulatory issues in the financial system.

    He said it would also address issues of the dispensation of more informed judgments.