ARTICLE
5 April 2025

NNPC Limited – Conflict Of Interest Considerations

BH
Balogun Harold

Contributor

Balogun Harold is a specialist law firm for investment and financing transactions focused on Africa. We routinely undertake debt finance, private equity, project finance, venture capital, market entry and technology transactions on behalf of clients. We deliver proven, guaranteed and exceptional outcomes by always aiming for the best level of legal and transactional support necessary to achieve our clients' strategic goals.

On April 2, 2025, the President of the Federal Republic of Nigeria exercised his powers under Section 59(2) of the Petroleum Industry Act (PIA) 2021 to appoint Mr. Bayo Ojulari...
Nigeria Corporate/Commercial Law

On April 2, 2025, the President of the Federal Republic of Nigeria exercised his powers under Section 59(2) of the Petroleum Industry Act (PIA) 2021 to appoint Mr. Bayo Ojulari, as the new Group Chief Executive Officer (GCEO) of Nigerian National Petroleum Company Limited (“NNPC Limited”). The President also appointed a number of other notable industry practitioners cum investors to the board of NNPC Limited. The appointment follows a broader reconstitution of NNPC's board in line with ongoing reforms under the PIA.

Background

NNPC Limited was incorporated under the Companies and Allied Matters Act (CAMA) in July 2021 as a limited liability company, following the transition from the former NNPC. The NNPC now operates as a commercially oriented state-owned enterprise.

Our Commentary

While the appointment is consistent with the powers granted under the PIA, it will be important for the administration to maintain clear lines between public and private interests to preserve the credibility of Nigeria's oil reform agenda. Stakeholders, especially investors and international partners, will be watching closely for signs of continuity, transparency, and alignment with global governance standards.

We fully expect that the board of the NNPC Limited will be subject to a comprehensive Conflict of Interest & Recusal Policy and enhanced policy enforcement procedures, in keeping with standard corporate governance procedures of limited liability companies.

Amongst others, a Conflict of Interest & Recusal Policy will mandate the disclosure of all personal, financial, professional, or familial interests which could compromise or appear to compromise the judgment, loyalty, or ability of new appointees to act in the best interest of the NNPC Limited. We expect that such disclosures will be made internally to a designated Ethics Committee and also to the office of President for oversight and review.

We expect that such disclosures will be formally made upon joining the organization and bi-annually, in a written Conflict of Interest Declaration Form or as soon as a new/ potential conflict arises.

We expect that such Conflict of Interest & Recusal Policy will make provisions for extensive recusal procedures requiring the board members to recuse themselves from discussions, deliberations, and voting related to any matter for which a conflict of interest has been disclosed. Typically such recusals will be recorded in meeting minutes and the board or appropriate authority may determine additional steps to mitigate any conflicts of interest.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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