Post Views: 205 Eight days the claim by the Securities & Exchange Commission (SEC) that the board of Oando Plc was given a fair hearing and allow...
Eight days the claim by the Securities & Exchange Commission (SEC) that the board of Oando Plc was given a fair hearing and allowed to respond to the allegations against it before and during the forensic investigation into its operations, the company’s management, on Monday denied any such.
Oando in a statement to the Nigerian Stock Exchange (NSE) by Ayotola Jagun, its Chief Compliance Officer & Company Secretary also accused the SEC of circumventing Rule 599(1) of its Rules and Regulations, which was rightly adopted in the cases involving “Olubunmi Oladapo Oni vs. Administrative Proceeding Committee & Securities and Exchange Commission (2014) N.W.L.R. (part 1424) 334 “The Cadbury Case”, the case of Afolabi Gabriel Oluwaseyi & 9 others vs. BGL Securities Limited & 22 others as well as in the case of the investigation of a certain financial institution.
In these cases, Oando recalled that “the parties involved were afforded opportunities to be heard before the panel prescribed appropriate punishments.”
In its own case, the company wondered why its management was not accorded fair hearing, but “simply co-operated with the process and responded to questions posed by the auditors in the course of their fieldwork for findings in a report that the company has still not seen.”
Oando expressed disagreement with the SEC statement “Oando PLC was given sufficient opportunity of being heard and accorded several opportunities to rebut the issues revealed by the investigation.”
The company based its claims on the facts that before the forensic audit it “was not afforded the same opportunity to meet with the SEC as was afforded to the petitioners, despite repeated written requests to that effect.
“The first of these requests was on Thursday, August 24, 2017 from the Chairman, HRM Oba Michael Adedotun Gbadebo CFR who wrote to the then SEC Director-General as follows “We would like to request for a meeting with you, in your capacity as Director General of the SEC and regulator on matters involving the securities of our Company, to formally table our concerns to you and clarify any further questions that you may have in respect to the issues that we have raised in this and previous letters to the SEC.”
During the 18 month long forensic audit exercise, the company continued, was never given an opportunity to present its case based on the concerns or findings of the Forensic auditor to the SEC, while in kick-off meeting with Deloitte on March 29, 2018, they assured the Company that we would be allowed to read their report on the forensic audit and give further clarification or comments on matters raised in their report.
This, it continued is despite assurance in the minutes of meeting shared with parties in attendance promised that “Deloitte concluded by repeating that the audit will be done fairly and from a factual perspective. There will be ‘no surprises’. Oando will be allowed to read their report on the Forensic Audit and give further clarification or comments on matters raised in the report.”
During Deloitte’s forensic audit exercise, Oando said it had a second meeting with Deloitte on November 1, 2018, and this was at the company’s insistence, recalling that at “the said meeting Deloitte promised that on the conclusion of its audit it would hold a closeout meeting with the company, however, this meeting never took place.”
With the exception of the aforementioned meetings, the statement added that “all other engagements with both the SEC and Deloitte were via letters and emails,” stressing that on Monday, February 11, 2019, at Oando’s request the company’s management team met with the SEC for the purpose of getting approval for certain proposed transactions as part of our corporate strategy pending the release of the Forensic Audit.
“At the said meeting the Company was assured by the Acting Director General (DG), Mary Uduak that they would call us in to defend the findings from the forensic report before making a final conclusion. A promise that she has not honored.”
Oando management said it also “disagrees with the assertion by SEC in its press release that “The actions of the Commission were properly effected pursuant to the provisions of the Investments and Securities Act (ISA) 2007 and the SEC Rules and Regulations made pursuant to the ISA 2007”.
Jagun further stressed the Administrative Proceedings Committee (APC) was established
“pursuant to sections 310 of the Act, there is hereby established an administrative body to be known as Administrative Proceedings Committee (the Committee) for the purpose of hearing capital market operators and institutions in the market who are perceived to have violated or have actually violated or threatened to violate the provisions of the Act and the rules and regulations made thereunder and such operators or persons against whom complaints/allegations have been made to the Commission.”
“By virtue of this provision, it is evident that SEC circumvented its own rules and procedures when it failed to invite Oando to appear before the APC and hear its position. The Commission instead approached the media to publish the purported findings and punitive directives against the Company.”
Schedule VIII of the SEC Rules, the statement continued further, stipulates that the APC “of the Commission is a body established pursuant to the Investments and Securities Act for the purpose of resolving disputes in the capital market and giving opportunity for fair hearing to capital market operators and other institutions in the market who are perceived to have violated or have actually violated or threatened to violate the provisions of the ISA and the Rules and Regulations made thereunder or such operators against whom investors have lodged complaint.”
Due process, Oando insisted entails that the SEC would properly constitute the APC “in accordance with the ISA, in order to afford Oando the opportunity to present its case.
“We maintain that the SEC has not followed due process, failed to grant Oando a fair hearing, has acted in a way that is contrary to best practice and has not proven itself to be a fair and reasonable regulator acting in the best interest of the capital market and minority shareholders, in all its dealings on this matter,” she stressed.