for ADEMUYIWA ADELEKE by TREE&TREES

IBILE Oil and Gas Corporation Law

ARRANGEMENT OF SECTIONS

SECTION
1. Establishment of IBILE Oil and Gas Corporation
2. Powers of the Corporation
3. Establishment and Composition of the Governing Board of the Corporation
4. Powers of the Board
5. Tenure of Office of Members
6. Remuneration and Allowances of Members of the Board
7. Cessation of Office of Board Members
8. Filling of Vacancy
9. Proceedings
10. Meetings
11. Quorum
12. Voting
13. Appointment and Tenure of Managing Director
14. Functions of the Managing Director
15. The Secretary/Legal Adviser
16. Departments of the Corporation
17. Staff of the Corporation
18. Power to Co-opt
19. Remuneration of Officers
20. Pension Rights
21. Funds of the Corporation
22. Power to Borrow Money
23. Financial Provisions
24. Seal of the Corporation
25. Indemnity of Members of the Board and Employees of the Corporation
26. Power to make Regulations
27. Interpretation
28. Citation and Commencement
 IBILE OIL AND GAS CORPORATION LAW

[Commencement]

THE LAGOS STATE HOUSE OF ASSEMBLY enacts as follows:

1. Establishment of IBILE Oil and Gas Corporation

(1) There is established the IBILE Oil and Gas Corporation (referred to in this Law as
“„the Corporation”„).
(2) The Corporation shall-
(a) be a body corporate with perpetual succession and a common seal;
(b) have power to sue and be sued in its corporate name; and
(c) be capable of acquiring, holding and disposing of properties, movable or
immovable for the purpose of carrying out its functions under this Law.

2. Powers of the Corporation

The Corporation has powers to-

(a) engage in all oil and gas upstream activities, including Exploration, Drilling and
Production;

(b) invest in a company or a consortium for the purpose of participating in oil and
gas bid rounds and seeking marginal fields allocation;

(c) acquire old or new exploration and drilling prospects and prospecting
abandoned wells anywhere in Nigeria or Overseas;

(d) optimise the benefits of the Petroleum Policies of the Federal Government;

(e) acquire gas volumes and other supplies for the State as may be considered
appropriate;

(f) liaise with Federal Government agencies or private and multinational companies
to deliver petroleum products to the State in the most effective and cost efficient
manner;

(g) invest in downstream oil and gas activities including gas processing businesses,
petroleum products retailing, gas retailing, gas pipelines deployment,
acquisition of petroleum products tank farms and other distribution facilities;

(h) acquire all or part of the shares, assets, businesses, properties, privileges,
contracts, rights, obligations and liabilities of any company, firm or person in
furtherance of any business of the Corporation;

(i) enter into contracts or public private partnerships with any company, firm or
person to facilitate the discharge of its powers under the provisions of this Law;

(j) invest in refineries, petrochemical processing or other production processes; and

(k) do all such things necessary to facilitate the discharge of its responsibilities.
3. Establishment and Composition of the Governing Board of the Corporation
(1) There is established for the Corporation a Governing Board to be known as IBILE Oil
and Gas Corporation Governing Board (referred to in this Law as “the Board”).
(2) The Board will comprise of-
(a) the Chairman;
(b) four (4) members from the Public or Private Sector;
(c) the Managing Director; and
(d) the Permanent Secretary or a representative in the Ministry of Energy and
Mineral Resources not below Grade Level 15 to be nominated by the
Commissioner.
(3) The members of the Board except the ex-officio members will be appointed by the
Governor, subject to the confirmation of the House of Assembly.
(4) The appointment of the Chairman and four (4) members of the Board will be from the
five (5) divisions of the State.
(5) All members of the Board will be persons of proven integrity with at least ten (10)
years cognate experience in their chosen field.

4. Powers of the Board

The Board has powers to-
(a) set general policy guidelines for the management of the corporation;
(b) ensure that the corporation complies with the provisions of this Law;
(c) appoint, promote and discipline the management staff of the corporation;
(d) make recommendations to the Governor regarding the terms and conditions of
employment and the remuneration of staff of the Corporation;
(e) approve the annual budget of the Corporation;
(f) approve or reject any proposal made to it by the Managing Director on matters
affecting the Corporation; and
(g) approve administrative guidelines for the conditions and welfare of staff as
may be proposed by the Managing Director.

5. Tenure of Office of Members

All members of the Board except the ex-officio members will hold office-
(a) on part time basis; and
(b) for a term of four (4) years which may be renewed for another term of four
(4) years only.

6. Remuneration and Allowances of Members of the Board

The Chairman and members of the Board except the ex-officio members will be paid such
remuneration and allowances as the Governor may approve.

7. Cessation of Office of Board Members

(1) A member of the Board ceases to hold office if the member-
(a) becomes of unsound mind or incapable of carrying out the duties of the Board;
(b) is convicted of a felony or any offence involving dishonesty;
(c) is guilty of serious misconduct relating to the duties; or
(d) being a member of a professional body, is suspended or removed from that
professional body.
(2) A member of the Board may also cease to hold office if in the opinion of the
Governor, the member is no longer fit to hold the position or perform the duties under this
Law.
(3) A member of the Board may at any time resign from office by a letter addressed to the
Governor and the resignation takes effect on the date specified in the letter or the date the
letter is received by the Governor whichever is later.

8. Filling of Vacancy
(1) If a member of the Board dies, resigns, retires, becomes disqualified or is removed
from office, the Governor will appoint a person to fill the vacancy so occasioned and the
person so appointed will be confirmed by the House of Assembly for the remainder of the
term of office of the member whose death, resignation, retirement, disqualification or
removal occasioned the vacancy.
(2) The person so appointed under subsection (1) of this Section is eligible to be re-
appointed for another term of four (4) years only after serving the remaining term of the
predecessor.

9. Proceedings
The Board has the power to make additional Standing Orders regulating proceedings at
meetings of the Board.

10. Meetings
(1) The Board will meet at least four (4) times in a year.
(2) The Chairman will convene meetings of the Board and can also summon a special or
emergency meeting of the Board, provided that any three (3) members of the Board can
request for the calling of a meeting.
(3) The Chairman will preside at every meeting of the Board and when absent, one of the
members except the Managing Director, will be appointed to preside.
(4) Notice of meeting will be delivered personally or by registered post to all members at
least seven (7) days before the date of the meeting or three (3) days in case of an emergency
meeting.

11. Quorum
The quorum for any meeting of the Board is four (4) members.

12. Voting
Any matter which comes before the Board for decision will be decided by the vote of a
simple majority of the members present and voting and in the event of equality of votes, the
Chairman presiding has a casting vote.

13. Appointment and Tenure of Managing Director

(1) There will be appointed by the Governor, for the Corporation, a Managing Director
who will be the Chief Executive Officer of the Corporation and must-
(a) possess an additional qualification to those mentioned in Section 3 subsection
(5); and
(b) be a person knowledgeable in the Oil and Gas sector with at least ten (10)
years cognate experience at managerial level in that sector.
(2) The Managing Director-
(a) will hold office under a written contract of service for a term of four (4) years,
and on such terms and conditions as are specified in the contract; and
(b) may serve a second term of four (4) years if so re-appointed by the Governor,
but not more.
(3) The Managing Director will not hold any other office or occupy any other position or
carry on any business in respect of which emoluments are payable.
14. Functions of the Managing Director
(1) The Managing Director will-
(a) be responsible for the execution of the policies of the Corporation as approved
by the Board;
(b) manage and control staff, administration and business of the Corporation;
(c) establish and develop a management structure with appropriate departments
and units;
(d) advise the Board in relation to the performance of the functions of the
Corporation and make proposals to the Board on any matter relating to the
activities of the Corporation;
(e) perform such other functions as may be conferred by the Board with the
approval of the Governor; and
(f) do such acts as are necessary or expedient for the purpose of the exercise of
the functions under this Law.

15. The Secretary/Legal Adviser

(1) There will be a Secretary, who shall be Legal Adviser for the Corporation to be
appointed by the Board who will be a Legal Practitioner with a minimum of ten (10) years
post-call experience.
(2) The Secretary/Legal Adviser will be the Head of the Legal Department and —
be the Secretary to the Board;
(a) communicate policy decisions at Board meetings to affected Departments;
(b) prepare and review all contractual agreements for consideration of the Board;
(c) perform such duties relating to Board meetings as the Chairman may direct;
and
(d) perform such other duties as the Managing Director may direct.

16. Departments of the Corporation

The Corporation may create departments necessary for the implementation of this Law as the
Board may approve.

17. Staff of the Corporation

(1) The Corporation may appoint members of staff as it considers necessary and may
approve conditions of service including provisions for the payment of pensions.
(2) Where the Corporation deems it expedient that any vacancy in the Corporation be
filled by a person holding office in the public service of the State, it will inform the
appropriate Service Commission to that effect and cause such vacancy to be filled by way of
secondment or transfer.
(3) Where a member of the Civil Service in the State is seconded under subsection (2) of
this Section, the member will be notified of the terms and conditions of the secondment and
the secondment will be without prejudice to any pension rights which, but for the
secondment, would have accrued to the member.
(4) A person seconded under subsection (2) of this Section, may elect to be transferred to
be a staff of the Corporation, in which case any previous service in the Public Service
concerned counts as service for the purposes of pensions subsequently payable by the
Corporation.

18. Power to Co-opt

The Board may co-opt any person as a member of the Board where advice or information on
any matter is needed from such a person who may be given rights and privileges of a member
but will not be entitled to vote on any matter or to count towards a quorum.
19. Remuneration of Officers
The Board will determine the remuneration to be paid to its officers and may require any
officer to give such security as is deemed proper for the due execution of the office.

20. Pension Rights

The right of a staff of the Corporation to receive pension or gratuity will be regulated by the
Lagos State Pension Reform Law.
[No. 3. of 2007]

21. Funds of the Corporation

(1) The Corporation will maintain a fund from which all operational expenses incurred by
the Corporation will be defrayed and such funds will consist of-
(a) such monies as may be provided by the State Government by way of grants or
loans; and
(b) such monies as may be received by the Corporation in the course of its
operations in relation to the exercise by the Corporation of any of its functions
under this Law.
(2) The Corporation will submit to the Governor not later than four (4) months before the
end of each financial year, estimates of its expenditure and income relating to the next
financial year.

22. Power to Borrow Money

(1) The Corporation may, with the approval of the House of Assembly, borrow from time
to time such sum of money for and in connection with the exercise of its powers under this
Law as the Board may deem fit.
(2) An approval given for the purpose of this section may be either general or limited to a
particular borrowing or otherwise and may be subject to conditions.

23. Financial Provisions

(1) The Corporation will keep proper accounting records which conform to contemporary
industry standards.
(2) The Corporation will cause its accounts to be audited at the end of each financial year
to which the account relates, by the Auditors appointed by the Corporation from the list of
Auditors approved by the Auditor-General of the State.
(3) The audit will be in accordance with the Financial Regulations of the State.
(4) The Auditors will, on the completion of the audit of the accounts of the Corporation
for each financial year, prepare and submit to the Corporation, reports setting out-
(a) general observations and recommendations of the Auditors on the financial
affairs of the Corporation for the year and on any important matters which the
auditors desire to bring to the notice of the Corporation; and
(b) detailed observations and recommendations of the Auditors on all aspect of
the operation of the Corporation for that year.

24. Seal of the Corporation

(1) There will be a common seal of the Corporation.
(2) The common seal of the Corporation will be kept in the custody of the Company
Secretary/Legal Adviser and must only be used as authorised by the Board.

25. Indemnity of Members of the Board and Employees of the Corporation

(1) Every member of the Board, agent, Auditor or employee of the Corporation will be
indemnified out of the assets of the Corporation against any liability incurred in defending
any proceedings whether civil or criminal, if any such proceeding is brought against the
member in an official capacity.
(2) A member of the Board will not be personally liable for any act or default of the
Board performed in good faith in the course of the Board‟s operations.

26. Power to make Regulations

(1) The Board will, subject to the provisions of this Law, make Regulations to carry into
effect the purposes of the Law.
(2) Regulations made under subsection (1) above are subject to the Regulations Approval
Law.

27. Interpretation
In this Law, unless the context otherwise requires-
“Commissioner” means the Commissioner or other member of the State Executive
Council in charge of mineral resources;
“Corporation” means the IBILE Oil and Gas Corporation;
“Financial year” means that period of twelve (12) months as may be adopted as the
financial year by the State Government;
“Governor” means the Governor of Lagos State;
“Member” means a member of the Board and includes the Chairman;
“Oil and Gas Downstream” means oil and gas operations that take place after the
production phase, through to the point of sale;
“Oil and Gas Upstream” means the searching for, recovery and production of crude
oil and natural gas;
“Permanent Secretary” means the Permanent Secretary, Ministry of Energy and
Mineral Resources;
“State” means Lagos State of Nigeria.

28. Citation and Commencement

This Law may be cited as IBILE Oil and Gas Corporation Law and will come into force on
the…….day of……..2013.