NNPC board: Disambiguating Araraume’s ‘fight’ with Buhari

On Wednesday, November 9, 2022, a former member of the Senate of the Federal Republic of Nigeria from 1999 to 2007, Ifeanyi Godwin Araraume, approached a federal high court in Abuja, with a suit challenging his removal as non-executive chairman, the board of the newly-incorporated Nigerian National Petroleum Company (NNPC) Limited. Araraume joined in the suit, the President of the Federal Republic of Nigeria and the NNPC Limited as first and second defendants respectively.

Justice Inyang Ekwo, who presided, adverted the attention of the lead counsel for the plaintiff, Chris Uche (SAN) to Order 9, Rule 14 (2b) of the federal high court (Civil Procedure) Rules 2019 on proceedings not defeated by misjoinder or non-joinder, which allows a judge to make an order for a party or parties, whose presence in a matter is pertinent, to be joined. He ordered that the Corporate Affairs Commission (CAC) be joined as a necessary party since the case also had to do with the interpretation of the Companies and Allied Matters Act (CAMA).

Araraume’s legal team concurred with the judge to amend its processes and file the same within five days. With the order made by the court for the plaintiff to amend his processes to join CAC, the defendants were also to file their responses to the plaintiff’s amended originating summons. Although the NNPC Limited was not represented in court, with the concurrence of counsel to the 1st defendant (President of the Federal Republic of Nigeria), Alhassan Shuaibu, Justice Ekwo adjourned the matter to December 15 for mention.

There is no doubt that the litigation will generate much interest and attract both national and global attention, especially from members of the global business community who do or are likely to do business with NNPC Limited. They are very much likely to become cautious in entering into agreements with NNPC Limited under the challenged board of directors. This is because one of the orders of the court sought by the plaintiff (Araraume) is nullification and setting aside of all decisions and resolutions of the board of the NNPC Limited made in the absence of the plaintiff from the 17th Day of January 2022 (when he was allegedly wrongfully removed as non-executive chairman of the board) till date. Investors would be more disposed to err on the side of caution in the circumstance of pending litigation.

It is also important to point out that the four questions formulated by the plaintiff for determination by the court straddle and are predicated on the Petroleum Industry Act (PIA), the CAMA and the Memorandum and Articles of Association of the NNPC Limited. The questions themselves would appear to cover the entire field of exclusive governance and regulation of his office and position as non-executive chairman of the board of the NNPC Limited by the PIA 2021, CAMA 2020 and the Memorandum and Articles of Association of the NNPC Limited; how he could be lawfully removed from office and if he could be lawfully removed for any reason(s) outside the conditions specifically listed in Section 63(3) of the PIA, 2021.

Interestingly, Araraume wants the court to determine whether as board chairman of the NNPC Limited for a fixed term of five years with effect from the 21st day of September 2021 when he was appointed, he could be lawfully removed by the President of the Federal Republic of Nigeria at will and without compliance with the strict provisions of Articles 21.3, 21.4 and 24 of the Memorandum and Articles of Association of the NNPC Limited, Sections 63(3) of the PIA, 2021 and Section 288 of the CAMA, 2020; and whether his purported removal vide a letter dated January 17, 2022, without compliance with the Articles and sections stated supra is not wrongful, illegal, null and void and of no legal consequence whatsoever.

Araraume must have thought through this matter before approaching the court via the process of originating summons (moving the court to interpret the provisions of the extant laws regulating the NNPC Ltd and within which his rights, having been appointed as non-executive chairman and listed as a director in the registration documents with Corporate Affairs Commission as a CAMA company, are circumscribed, protected and preserved). He had from the point of his appointment acquired some rights, which he reasonably believes had been tampered with; and it is settled in law that “where there is a right, there is a remedy” (Ubi jus, ibi remedium). The postulation is that where the law has established a right, there should be a corresponding remedy for its breach. The right to a remedy is one of the fundamental rights historically recognized in all legal systems.

Flowing from the postulation supra, those who think that Araraume is fighting President Muhammadu Buhari by going to court to challenge his alleged wrongful removal are, with all due respects, getting it wrong. After all, the first defendant is the Office of the President of Nigeria. Anybody that occupies it from May 29, 2023, will be bound by whatever the outcome of the suit is. Perusing the nine reliefs that Araraume is asking the court to grant after determining certain questions, referenced above, in his favour, one would appreciate the likely extensiveness of the ramifications of the nine consequential declarations and orders sought, including, among others, an order of the court reinstating him (Araraume) forthwith and restoring him to his office with all the appurtenant rights and privileges of his office as the non-executive chairman of the board of NNPC Limited; an order restraining the defendants from removing his name as a director of board of the NNPC Limited as contained in the Memorandum and Articles of Association, the status report and any other such documents of the NNPC Limited kept in the records of the Corporate Affairs Commission; and, the sum of N100,000,000,000 (One Hundred Billion Naira) being damages for the wrongful removal, disruption and interruption of the term of office of the plaintiff as the non-executive chairman of the board of the NNPC Limited.

What I think Araraume’s legal enterprise exemplifies in the context of the imaginary “fight” with President Buhari, as perceived in some quarters, is really not a fight, both in the literal and literary forms; but it is a conscientious effort towards defending his integrity so that posterity will be honestly guided to fittingly remember him for who he truly was, and not to be remembered from the other camp’s subjective perception of his persona. The likely negative perception, accentuated by his sudden removal without explanations, that has been deliberately and subtly foisted and hoisted on the pole of attention in the public domain about him is what Araraume seeks to obviate and/or demolish through the court.

Araraume’s appointment with destiny as a businessman and politician is very significant in defining a persona that has been robustly projected for public appreciation, approbation, association and validation. His appointment as non-executive chairman of the board of NNPC Limited was the essential validation of that persona by President Buhari. His pedigree and status were understandably leveraged in his appointment as NNPC Ltd board chair, a position that is not for a nonstarter.

Now, when that appointment was made, it was very well publicized in the media. Removing him unceremoniously from office and position in which he had begun to function without official rationalisation or explanations has rendered him a victim of wild, wild imaginations, contemplations and conclusions by well-meaning and right-thinking members of the society as well as mischief makers who are likely to conjecture that he (Araraume) might have committed some heinous acts or acted in breach of the law that might have necessitated a review and determination of his (Araraume’s) appointment. This, exactly, is the elephant in the room with regard to his appointment and removal that Araraume wants to deal with via his suit: that he had not committed any infraction of the extant laws, whether now or in the past to warrant his removal without following due process as circumscribed by the relevant laws. On this character-preserving enterprise that has potentially redeeming legal features, I am consensus ad idem with Araraume.

Ojeifo contributed this piece via [email protected]