James Emejo in Abuja
The Chairman, House of Representatives Ad-hoc Committee investigating alleged constitutional breaches, impunity and other infractions of the Niger Delta Power Holding Company (NDPHC), Hon. Darlington Nwokocha (PDP, Abia), yesterday described the past and present boards and management of the NDPHC as illegally constituted largely because their appointments were never ratified by its shareholders.

It was further discovered that the company never held any Annual General Meeting (AGM) since its inception.
The probe is consequent upon a resolution of the House at plenary on need to investigate allegations of misappropriation of over $30 billion (about N10.8 trillion) by the management.
At the resumed hearing, the committee had among other things, sought to first understand the processes within the NDPHC before delving further into more damning issues.

But the lawmakers were shocked to find that appointments to the board and management had been made by “fiat” as only the National Economic Council (NEC) nominated members without the approval of shareholders as prescribed in the Companies and Allied Matters Act (CAMA).
A member of the committee, Hon. Mark Gbillah (APC, Benue) said the legitimacy of all expenditures carried out since the inception of the company till date were questionable as a result of the faulty appointments, adding that the company had operated without checks and balances.

However, the company’s Managing Director, Mr. Chinedu Ugbo, alongside the General Manager, Legal Services, Mr. Mohammed Nanmud, argued that though no AGM had been held by the company, there were nominations received from shareholders, indicating who to represent them.

He also said the current board will consider the company’s audited accounts between August and December and schedule an AGM for the consideration of accounts and ratification of other appointments by shareholders.
But the lawmakers drew the MD’s attention to the fact that a major shareholder of the company had petitioned the committee insisting shareholders aren’t aware of any nominations that were made.

Specifically, Gbillah said: “I beg to disagree with you in that regard because you are operating already as an entity.
“You are spending billions of Nigeria’s resources; you do not put the cart before the horse.

“We cannot wait for you to finish your annual returns before you go back to an AGM to ratify the appointments.
“That’s what’s supposed to have been done before the management starts to function.”
The lawmakers, however, demanded documentary evidence of approval by shareholders of nominations as claimed by the MD and his legal support.
Moreover, the committee said “These are statutory provisions of an Act of this country that in itself is one of the infractions we are already talking about.

“We have a board that was not constituted by the AGM as a requirement of law. We have a management that was not constituted in line with the provisions of the Act.
“This is because it’s a board that’s constituted by the shareholders that’s supposed to appoint the management of the company.
“So, it’s apparent now that it’s by government fiat that appointments have been made to the management and board of this company against the extant laws of this country. Since 2016, this management has also expended funds.

“We will still want to know how much your management has spent and approved between when you are in place whether with the oversight of the secretary or otherwise. We will still want to know how much you’ve spent of tax payers’ money without some fundamental things being done.
“It was illegal and not legitimate, all the billions that have been spent whether by your own management or the management before yours.
Because we are still waiting for annual returns before you constitute an AGM that is supposed to ratify people that are already spending the money that has been generated or paid into the company. These are the things we want to put into the right perspectives.”