Communication: Strategic Silence is not Strategy
There had been widespread and, in many cases, inaccurate speculation surrounding the exit of Mallam Mele Kyari as Group Chief Executive Officer of NNPC Limited. It was widely reported, without official confirmation, that he had been “fired”. It remains unclear whether this narrative originated from a formal shareholder announcement or was simply a result of popular and pedestrian journalism. However, the public records at the Corporate Affairs Commission (CAC) confirm that Mr Kyari resigned. In fact, as of the date of the media reports and even five days thereafter, the CAC still reflected him as GCEO of NNPC Ltd.
Whether the misinformation stemmed from official circles or speculative journalism, both narratives contributed to a misleading public perception. In an entity of NNPC’s size, strategic significance, and evolving commercial posture, accuracy in public communication is not optional. It is essential. The responsibility for ensuring that transitions in leadership are communicated clearly lies with the shareholders. The shareholders were silent about the procedure adopted to change its board. Strategic silence is certainly not strategy in this instance. It is a void that gets filled by conjecture. The shareholders must lead in preserving the integrity of such announcements and in maintaining public trust. Transparency and respect for the dignity of individuals who have served at the highest levels of leadership must be non-negotiable.
From abrupt dismissals to structured transitions
Leadership changes are part of corporate life. However, the process by which they are effected and announced matters greatly. Language such as “the termination is with immediate effect” or “the appointment is with immediate effect” are anachronistic and have no place in a modern corporate environment. The internal constitution of the company will determine when such sensitive decisions are activated.
NNPC Limited is managing significant commercial and infrastructural investments. Given the capital-intensive nature of the energy sector, any perception of uncertainty or instability can raise concerns among partners, stakeholders, and investors. Global markets are sensitive to cues, and governance continuity plays a massive role in ensuring investor confidence.
Abrupt changes may send unintended messages, especially to global markets that are often hypersensitive to signs of instability or political influence in corporate operations. For companies preparing to list or attract capital from leading and global institutional investors, governance transitions are expected to follow established and open procedures. This includes regulatory filings and investor briefings. These are not just formalities. They underscore validity, preserve institutional memory, and ensure operational continuity. This is significant, especially with companies engaged in complex, long-cycle projects like oil exploration and production.
Sustaining governance through a new, capable board
It is important to acknowledge the significant progress made under the outgoing leadership of NNPC Limited. Under Mele Kyari’s stewardship, the company successfully implemented the Petroleum Industry Act (PIA), transitioned into a commercially viable private company limited by shares, and laid the groundwork for an eventual public listing. These achievements mark a bold and strategic shift for NNPC, positioning it as one of Africa’s most promising energy companies.
This transition could, and should, have been communicated as a continuation of that strategic journey. Mele Kyari’s exit was not abrupt; it was part of a natural evolution that he himself had helped to initiate. Framed properly, the announcement of his departure would have been seen as a deliberate and dignified step in the broader plan to move NNPC from state ownership to a more transparent, commercially driven enterprise.
The new board, composed of highly respected individuals, could have been presented as the next phase of this transformation. Their appointment was an opportunity to strengthen public confidence and reinforce trust in the process. Instead, what emerged was confusion, with widespread speculation that Mele Kyari had been “fired”. This misrepresentation weakened the narrative and distracted from the progress that had been made.
From secrecy to transparency: Embedding governance as culture
Whilst he made notable progress in transforming NNPC Limited, it must be acknowledged that Mele Kyari himself followed the same outdated pattern during his tenure, with several senior officers moved or exited without public notice or proper explanation to stakeholders. While this may reflect legacy habits from public service, it falls short of the transparency expected in a modern corporate environment. It is now up to the new board to correct the record.
There is a clear and logical sequence that should have been followed in the board’s transformation. A resignation by the Group Chief Executive Officer should be presented to the board, formally accepted, and documented through a board resolution. Where the entire board is stepping down, the shareholders should be notified and a general meeting convened to accept those resignations. New directors should then be appointed by resolution, with all filings reflecting the board changes properly made at the CAC. Then an official public announcement will follow the filing at the CAC. This announcement may even be made by the outgoing board. This approach ensures order, respects the rule of law, and protects the integrity of the institution. It is now the responsibility of the new board to adopt this improved approach.
Public records contradict corporate actions
Unfortunately, public records at the CAC reflect a departure from this sequence. Only two directors i.e. Mele Kyari and Kashim Tumsah are listed as having “resigned”, according to filings dated 9 April 2025. The others are marked as having been “removed”. This inconsistency is troubling, especially as all directors that served on the board chaired by Chief Pius Akinyelure appear to have exited through a common process at the same time. Similarly, while Engr. Bayo Ojulari’s appointment as GCEO was publicly announced on 2 April 2025 and described as effective from that date, the CAC records indicate his appointment only on 9 April. These discrepancies raise questions and should be addressed.
The new board of NNPC now has a clear responsibility to draw a line under this outdated approach. It must introduce a new dimension. One where leadership transitions are governed by transparency, proper sequencing, and timely disclosure. As best as possible, any inconsistencies between public announcements and regulatory filings must be avoided. This is because they usually create doubt and hint at procedural lapses. And more importantly, these are the kinds of red flags that certain leading investors are trained to detect.
The company secretary as the guardian of governance
The role of the company secretary is central to corporate governance, serving as the custodian of board processes, statutory compliance, and regulatory reporting. This makes the accuracy and sequencing of appointments to this office particularly important.
According to available information at CAC, the outgoing accomplished company secretary, Mr Chukwudi Momah, is alleged to have resigned on the 8th of April 2025. On the same day, a new company secretary, Ms Adesua Dozie, who brings an impressive pedigree from the international oil and gas sector, was reportedly appointed. However, from CAC filings, the new board of NNPC Limited was only constituted on the 9th of April. This raises a clear procedural concern: if the new board was not yet in place, then these representations must have been made by the old board.
That said, no formal announcement by the outgoing board was made to reflect this transition. For a company aspiring to international capital markets, such anomalies in corporate filings send the wrong signals and could invite avoidable regulatory or other stakeholder scrutiny.
Compliance as a strategic asset
The Nigerian Code of Corporate Governance (2018) classifies NNPC Limited as a public interest entity. As such, it should meet the highest standards of transparency, board effectiveness, and stakeholder engagement. Global investors make funding decisions based not only on a company’s commercial prospects but also on its governance track record.
Teaching by example: A continental responsibility
NNPC’s success will set the tone for how other state-owned enterprises across Africa approach reform. By modelling best practice, NNPC secures its future. By virtue of its visibility and strategic importance, it can help redefine governance norms across the continent.
Conclusion: A new standard for governance
Ultimately, governance is not about rigid rules but about building trust. In a rapidly evolving global energy landscape, trust is the currency of credibility. Investors, regulators, and the public want to see companies that not only comply with laws but lead with integrity.
NNPC Limited is at a moment where its actions can define its legacy. The decisions made today, about leadership transitions, transparency, board structure, and stakeholder communication, will echo far into the future.
Far from being a setback, the recent changes are a chance for NNPC to demonstrate to the world what governance excellence looks like from an African energy giant. It is a moment to lead, not just in oil and gas, but in excellent corporate behaviour.
And for all who care about Nigeria’s economic future, that would be a truly welcome development.
Osaro Eghobamien, SAN & Oluwatoyin Adenugba are both of Perchstone and Graeys LP, where Osaro is Managing Partner.
