Theophilus Alao – GC Powerlist
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Nigeria 2024

Energy and utilities

Theophilus Alao

Compliance and legal manager | Seplat Energy

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Nigeria 2024

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Theophilus Alao

Compliance and legal manager | Seplat Energy

Team size: 20

Could you share an example of a time when you came up with an innovation that improved how your legal team works and did not come at a large expense?

Some years back in the department, my team was responsible for putting together a policy where we recommended that internal legal resources must be exhausted before legal issues could be referred to external counsel, subject to the prior approval of the general counsel. This initiative helped the team to save business time by quick turnaround. In addition, we could save substantial legal costs we incurred on preparing and issuing legal opinions and reviewing, negotiating, and drafting contracts.

SEC imposed a regulatory fine on the company for a procedural slip in the payment of an interim dividend. The fine was around N216m. My team put the defence paper together, which was presented by the CEO to the SEC. This resulted in the cancellation of the fine.

As a general counsel, how do you anticipate and prepare for potential legal and regulatory challenges that may arise, particularly in light of emerging technologies and evolving business landscapes?

We set up a robust compliance unit which oversees regulatory compliance, corporate governance, and risk management at the enterprise level. We have an enterprise risk register and functional unit risk registers. We hold quarterly risk review meetings to identify emerging risks and assess their trend. We also implemented appropriate mitigating actions owned and implemented by the various identified action owners. We have also developed a comprehensive regulatory compliance register where all our regulatory compliance requirements under the different applicable laws are identified and monitored regularly. We have set up regulatory timelines and lead time to commence each regulatory activity. We follow up on the compliance focal points to close any identified gaps and ensure no slips.

In your role, how do you balance the need to protect the organisation’s interests today while also considering legal implications and opportunities that may arise in the future?

A business cannot thrive outside of the confines of law. If a business is only mindful of profit maximisation without due regard for applicable laws, whatever little gain the company may have made will soon be eroded by regulatory fines and penalties. It is granted that businesses exist to maximise profit for the owners, but the company must also conduct its business within the ambits of the law. Our policy in Seplat is that no matter how profitable a business venture is, we will only venture into it by getting all the requisite regulatory clearance as a condition precedent. The hallmark of our business operations is ESG – environment, social and governance – the equivalent of the triple “P” bottom line theory: Planet, People and Profit (PPP). While we profit from our operations and take care of our stakeholders (people), we are mindful of our carbon footprints, which may jeopardise the planet. Hence, we make a conscious effort to be environment-friendly in our operations and strive to drastically reduce flare gas by commercialising our associated gas. This has led to heavy investment in the gas business. We have completed the internal transfer of midstream assets to Seplat Midstream Company (SMC), and the license to operate the Oben Gas Plant has been issued to SMC by the regulator NMDPRA (Nigerian Midstream Downstream Petroleum Regulatory Authority). We have also invested hugely in the incorporated JV-operated ANOH Gas Processing Company to commercialise gas and minimise greenhouse gas emissions.

How do you see the general counsel role evolving in Nigeria over the next five-ten years?

The role of general counsel has grown beyond simply handling legal issues or advising on them. An ideal general counsel in this current dispensation and the next five to ten years must have a deep understanding and knowledge of the business environment of their organisation. The general counsel must be ready to provide a silver-bullet solution to business rather than dwell on the technicalities of what the enacted or pronounced law says. The general counsel must first see themselves as business solution providers. We are hired to provide solutions and not to theorise or display our legal knowledge to the business client, as this has no practical value.

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