Corporate Governance Code

July 10th, 2019

Part of the issues before the learned judge is the breach of the Code of Corporate Governance for public companies, which lawyers of Oando Plc must prove is advisory, rather than mandatory.

Among issues investigated in Oando Plc was the incidence of several corporate governance failures and internal control breaches, which questioned the ability of its directors to remain in office.

Fit And Proper

One of the contentious decisions, the judge will seek to untangle is the sacking of Wale Tinubu and Omamofe Boyo as Group Chief Executive and Deputy Chief Executive respectively of Oando Plc, based on what the commission says is the imminent collapse of the company and potential systemic financial loss to the Nigerian banking system.

Oando Plc has admitted being in a precarious financial condition owing financial institutions an estimated N201 billion, in addition to having working capital liabilities amounting to N306.2billion under the watch of the current board and management.

In a previous statement, the commission maintains that it acted to prevent Oando Plc from an imminent collapse.

Another major issue that has dominated public discourse in the Oando Plc saga is the claim by the company that it was not afforded fair hearing in the course of the investigation and audit, leading to the regulatory hammer that eventually fell.

It is on this count that Deloitte & Touche has threatened to come out open on its role in the entire drama. The forensic auditors, it was learnt, held regular sessions with members of the Oando Plc Board and senior management while conducting the exercise. This, it was noted, afforded them the opportunity to make explanations on issues relating to the investigation, as a result of which Oando Plc by its October 10, 2018 letter, alleged that Deloitte & Touche was going outside the scope of the audit.

After a review of the complaint, the commission is said to have replied that it did not see how Deloitte went outside the scope of its assignment, especially given the broad scope of the audit.

The SEC has maintained that during its investigation, Oando Plc was offered an opportunity to state its own side of the story, rebut issues revealed by the investigations and respond to inquiries mostly in writing in some instances.

The company was however said to have declined most of the opportunity, citing various reasons for not honouring the requests.

Responses given by the company were however considered unsatisfactory hence the commission’s decision to indict the company and some of the individuals related to it for violations of securities laws.

Perhaps, this is what Deloitte & Touche had threatened it would prove eventually, should it be drawn into the fray, given that its personnel constantly held talks with directors and senior management of Oando Plc.

Since the issues are before a competent court, it is only reasonable for all commentators to wait for the court to make its pronouncement on the matters before it.

It is certain that no matter how long it may appear, justice will be done in the interest of all parties, especially the Nigerian retail investors whose investments are at stake.

Oduwole, a Public Affairs Analyst, wrote from Lagos

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