Adegbulugbe, in a suit with number: FHC/ABJ/CS/390/2020, is praying the court for a declaration that the two directors, Dr. Bunu Alibe and Mr. Ayodele Olojede, cannot impose their will because they are minority shareholders with only 22.6% holding in the company.
The suit has been fixed for hearing by Justice Ijeoma Ojukwu for March 2.
In the suit filed on behalf of Adegbulugbe by Mr. Benbella Anachebe, SAN, the complainant also wants the court to restrain the two directors from doing anything inimical to the interest of the firm but use the internal mechanism in resolving any dispute.
But in their counter-affidavits, the two directors claimed that Adegbulugbe usurped the function of the Managing Director of the firm and had been taking unilateral decisions that were against the objectives of the company.
The two defendants averred that the former Obasanjo aide had engaged in alleged infractions by involving multinational companies in the operations of the company without their input.
Amongst others, they contended that Adegbulugbe brought third parties under the guise of increasing production of the Otakikpo Marginal Oil Field from 5,600 bpd to 30,000 bpd.
Contrary to the claim of the chairman that the two directors have only 22.6 % shares in the company, the defendants asserted that they are owners of 25 % shares.
The first defendant, in particular, stated that as the Plaintiff’s Director-Technical, he should have been in charge of all technical matters.
He said that the second defendant and himself were directly instrumental in the award of an oil mining license by the Federal Government of Nigeria to the plaintiff to operate the Otakikpo Marginal Oil Field (OML 11).
“That the 2nd Defendant and myself undertook the task of applying for and securing said license because Prof. Anthony Adegbulugbe was unable to do so first because he did not have the relevant contacts needed to secure the marginal oil field license and secondly because as a public official then serving in government as Energy Advisor to the administration of Chief Olusegun Obasanjo, then President of the Federal Republic of Nigeria, he was precluded from doing so for reasons of conflict of interest.
“That after joining us on the plaintiff’s board as a co-director, Prof. Anthony Adegbulugbe unilaterally usurped the position of Chairman, Board of Directors without the Board electing him to that position contrary to the provisions of Section 289(4) of the Companies and Allied Matters Act 2020,” they averred.
The defendants stated that Adegbulugbe’s usurpation of the position of the Chairman of the Board and combining same with the position of the Chief Executive Officer of the Plaintiff was contrary to the provisions of Part A, Section 2(2.7) of the Nigerian Code of Corporate Governance 2018.
This, they said, provides that “the positions of the Chairman of the Board and the Managing Director/Chief Executive Officer (MD/CEO) of the company should be separate such that no person can combine the two positions.”
They, therefore, prayed the court to protect them as Executive Directors and as bonafide minority shareholders of the company.
Hearing in the suit could not go on as scheduled on Wednesday due to the absence of the trial judge, prompting the matter to be fixed for March 2. NAN