Governance structure

The Nominations and Governance Committee is responsible for considering the size, composition and balance of the Board and its committees, retirement and appointment of additional Directors. It is responsible for the replacement of Directors and for making appropriate recommendations to the Board. It is also responsible for preparing a description of the role and capabilities required for a particular appointment and ascertaining that nominees for the position of director are fit and proper and are not disqualified from being directors.

The Committee is also responsible for overseeing management’s implementation of human capital development policies and procedures and management’s recommendations for the recruitment, promotion, training, development, succession planning or disciplinary measures affecting the Chief Executive Officer, Executive Directors and general managers of Seplat Energy.

The Committee oversees the implementation of the Company’s Code of Business Conduct and is responsible for reporting lapses and recommending appropriate actions to the Board from time to time. In accordance with the Nigerian Code of Corporate Governance and the UK Corporate Governance Code, the majority of members of the Nomination and Establishment Committee are Independent Non-Executive Directors.

The Committee meets at least twice per year and otherwise as may be necessary from time to time and following any resignation or removal of a Director. Other senior management and external advisers may be invited to attend meetings as the Committee considers appropriate.

Committee members

• Larry Ettah - Chairman
• Koosum Kalyan 
• Bashirat Odunewu

The Remuneration Committee is responsible for considering and ensuring that remuneration arrangements for the Company’s Chairman, Executive Directors and senior management support the strategic aims of the business and promote the recruitment, motivation and retention of relevant skilled labour while satisfying the expectations of shareholders.

The Chairman of the Board may attend meetings of the Committee and will support the Committee and provide such information, advice and guidance as may from time to time be requested by the Committee.

The Committee consists of three Non-Executive Directors, at least two of whom are independent (including the Chairman of the Remuneration Committee).

Committee members

• Emma FitzGerald – Chairman
• Koosum Kalyan
• Christopher Okeke
• Larry Ettah

The Sustainability Committee's responsibilities include advising the Board on community and broader societal related matters, implementing the Company’s Community Relations policy and assessing the Company’s performance with regard to the impact of CSR decisions upon employees, communities and other stakeholders. 

Committee members

• Nathalie Delapalme – Chairman
• Ernest Ebi
• Koosum Kalyan
• Kazeem Raimi 
• Tony Elumelu

The Risk Management and HSSE Committee includes two Independent Non-Executive Directors. The Chairman, the Chief Executive Officer, the Chief Financial Officer, the Executive Directors and the head of the internal audit unit may attend the meetings of the Committee.

Specialists with appropriate technical expertise may also be invited to attend meetings of the Risk Management and HSSE Committee. Specialists with appropriate technical expertise may also be invited to attend meetings of the Committee when necessary.

The Committee assists the Board and has oversight over the Company’s risk management framework, profile and the risk-reward strategy determined by the Board. Its responsibilities also include evaluating the effectiveness of the Company’s HSSE policy and overseeing all health, safety, security and environmental issues. The Committee meets at least four times each year.

Committee members

• Ernest Ebi - Chairman
• Kazeem Raimi
• Samson Ezugworie
• Nathalie Delapalme
• Tony Elumelu

The Board constituted the Energy Transition Committee, previously known as the Gas Committee, in 2018 to help fine tune the Company’s gas and wider energy transition strategy and bring greater focus to the management of gas business risks. The Committee will help the Company to successfully navigate the changing gas market landscape and position it to function as a robust, stand-alone midstream business.

Committee members

• Christopher Okeke – Chairman
• Emma FitzGerald
• Ernest Ebi
• Nathalie Delapalme
• Tony Elumelu

The Board Finance and Audit Committee was established by the Board to assist it in overseeing financial strategy policy and treasury matters, and in reviewing and approving major capital expenditures. The Committee also monitors the integrity of financial statements and is also responsible for reviewing the Company’s financial controls and financial risk management systems.

In addition, the Committee is responsible for overseeing and evaluating the effectiveness and compliance with the Company’s corporate governance policies, including without limitation: share dealing, inside information disclosure, conflicts of interest, related-party transactions and whistleblowing.

The Board Finance and Audit Committee, which comprises only Independent Non-Executive Directors was constituted in compliance with the UK Code’s requirement for an audit committee. The Board Finance and Audit Committee meets at least four times a year at appropriate times in the reporting and audit cycle and otherwise as required.

Committee members

• Bashirat Odunewu – Chairman
• Emma FitzGerald
• Christopher Okeke
• Larry Ettah

The Statutory Audit Committee is established in accordance with Section 404(2) of the Companies and Allied Matters Act 2020 (CAMA).

The Statutory Audit Committee  monitors the integrity of the financial statement of the Company and any formal announcements relating to its financial performance. The Committee ascertains whether the accounting and reporting policies of the Company are in accordance with legal requirements and agreed ethical practices; reviews the scope and planning of audit requirements;  and makes recommendations to the Board with regard to the appointment, removal and remuneration of the external auditors of the Company.

Its composition is consistent with Nigerian law, which requires it to comprise of five members made up of three (3) shareholder representatives and two (2) Non-Executive Directors who are elected annually at every AGM to sit on the Statutory Audit Committee in line with Sections 404 (3) of CAMA 2020.

The Statutory Audit Committee meets at least four times a year at appropriate times in the reporting and audit cycle.

Committee members

• Abayomi Adeyemi – Chairman
• Hauwa Umar 
• Nornah Awoh
• Bashirat Odunewu
• Kazeem Raimi

1. The statutory Audit Committee is not a committee of the Board.