The absence of Justice Ijeoma Ojukwu of the Federal High Court, Abuja stalled the planned hearing in a suit involving former Energy Advisor to ex-President Olusegun Obasanjo, Prof. Anthony Adegbulugbe and two others over a boardroom crisis in an oil firm, Green Energy International Ltd.
The suit, marked: FHC/ABJ/CS/390/2020 filed by Adegbulugbe in the name of the firm was to be heard on Wednesday, but for the absence of the judge, who was said to be attending a conference.
The suit, with the company’s two other directors – Dr Bunu Alibe and Mr. Ayodele Olojede – as defendants, is seeking the court’s intervention in resolving the disagreement over the control of the company.
Adegbulugbe is contending that, as the majority shareholder, Alibe and Olojede, with a joint 22.6 percent holding, cannot impose their will on the company.
He among others wants the court to restrain the two directors from doing anything inimical to the interest of the firm, but employ existing internal mechanism in the firm for resolving disputes.
Alibe and Olojede faulted Adegbulugbe in their counter-affidavit, arguing that, as against the plaintiff’s claim, they own 25 per cent shares.
They accused the plaintiff of acting against the company’s interest and unilaterally taking decisions, including involving multinational companies in the operations of the company without their input.
Alibe stated that as Green Energy’s Director-Technical, he should have been in charge of all technical matters.
He claimed that himself and Olojede were directly instrumental to 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).
He added: “The second defendant (Olojede) and myself undertook the task of applying for and securing said license, because Prof. Anthony Adegbulugbe was unable to do so firstly because he did not have the relevant contacts needed to secure the marginal oil field license.
“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 (Adegbulugb) was precluded from doing so for reasons of conflict of interest.
“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 argued that Adegbulugbe’s alleged usurpation of the position of the Chairman of the Board and combining same with the position of the Chief Executive Officer of the plaintiff is contrary to the provisions of Part A, Section 2(2.7) of the Nigerian Code of Corporate Governance 2018.
They contended that the law 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 single person can combine the two positions.
Alibe and Olojede want the court to protect them as Executive Directors and bonafide minority shareholders of the company.