* Bans Bunmi Oni and Ayo Akadiri from directorship of Plcs.
*Penalizes and reprimands Akintola Williams Deloitte and Union Registrars Ltd.

The Commission has released its final decisions on the financial misstatements in the published Annual Reports and Accounts of Cadbury Nigeria Plc for the period 2002-2005.

In June 2006, the Commission received a copy of Cadbury’s Annual Reports and Accounts for 2005. Upon review of the report, the Commission wrote to Cadbury via a letter dated September 22, 2006 on issues arising from the report in the areas of declining profitability, worsening leverage ratio, deteriorating cashflow, inadequate disclosure, non-compliance with the Code of Corporate Governance, and obtaining loans for the payment of dividends to shareholders contrary to SEC regulations. Thereafter, the Chairman of Cadbury Nigeria Plc, Rt. Hon. Uduimo Itsueli through a letter to the Commission dated November 16, 2006 reported the engagement of an independent firm, PriceWaterhouseCoopers (PWC), to investigate the allegation of overstatement in the company’s Financial Statements.

Subsequently, the Commission constituted an in-house Committee which carried out a thorough investigation on the matter and confirmed the report of misstatements in the account of Cadbury to the tune of approximately N13 billion.

Consequently, the company’s directors, management staff, Akintola Williams Deloitte (external auditors) and its Registrars (Union Registrars Limited) were invited before the Administrative Proceedings Committee (APC) of the Commission to explain why sanctions should not be imposed on them for violating the provisions of the Investments and Securities Act 1999, the SEC Rules and Regulations 2000 (as amended), Code of Conduct for Capital Market Operators and their Employees and the Code of Corporate Governance in Nigeria.

The APC sat on May 21, 2007, February 13 and 14, 2008 to hear the matter. At its sitting on March 27 and 28, 2008, the Committee made the following findings and decisions among others:

FINDINGS

CADBURY NIGERIA PLC AND ITS DIRECTORS

1 That Bunmi Oni, the company’s former managing director in concert with the company’s Board since year 2002 used stock buy-backs, cost deferrals, trade loading and false Suppliers Stock Certificates to manipulate its financial reports that were issued to the public and filed with the Commission.

2 That both Bunmi Oni and Ayo Akadiri, a former executive director, stated that the use of the sale and stock buy-back as well as the issuance of false stock certificates schemes were motivated by what they called “profit management desire/action” and that off-shore payments were made to Executive Directors to cushion the devaluation of their pay by soaring inflation.

3 That an undocumented and undisclosed offshore account was maintained and operated by the company from which Bunmi Oni, Ayo Akadiri and other executive directors were paid offshore remunerations without the approval of the Committee responsible for fixing remunerations of Executive Directors and not recorded in the company’s financial report and account.

4 That the company as Issuer and Uduimo Itsueli, Bunmi Oni and other members of the board, some management staff and audit committee members, authorized the issuance of a Rights Circular dated August 24, 2005 which contained untrue statements.

5 That Bunmi Oni, Ayo Akadiri, Olusegun Aina (Senior Financial Accountant/Head of Accounts), Akinbode Gbolahan (Sales Operations and Development Controller) and Tunde Egbeyemi (Head of Internal Audit) were the masterminds of the financial malpractices perpetrated through the falsification of sales figures, overstatement of profits/assets and false Suppliers Stock Certificates to manipulate its financial records/report.

6 That the company failed/refused and/or neglected to deliver funds en-bloc to Union Registrars for the payment of dividends declared to shareholders within 7 working days after the Annual General Meeting.

7 That Uduimo Itsueli, the company’s chairman stated in the 2001 Annual Report and Accounts that the company had taken over the payment of dividends and this continued up to 2006 despite the Commission’s letter directing it to allow Union Registrars Ltd to perform its statutory function.

8 That Messrs Olusegun Aina, Akinbode Gbolahan and Tunde Egbeyemi being Heads of Accounts, Sales Operation and Internal Audit respectively, generated incorrect data and were also involved in the preparation of the false report and statement filed by the company with the Commission.

9 That Messrs Thomas A. Ayorinde, Z.C. Enunwa and S.J. Balogun as members of the Audit Committee of the company failed and neglected to discharge their statutory responsibilities as specified under Sections 359(4) and (6) of the Companies and Allied Matters Act (CAMA) by:

a Failing or neglecting to examine the Auditor’s report and making proper recommendations thereon to the Annual General Meeting;

b Failing or neglecting to review and make proper findings on management matters in conjunction with the External Auditors and departmental responses thereon;

c Failing or neglecting to keep under review the effectiveness of the company’s accounting and internal control system and ensuring that appropriate investigations are carried out by the internal auditors into some aspects of the company’s activities which ought to be of interest or concern to the Committee.

10 That Tunde Egbeyemi, Cadbury’s Head of Internal Audit, Thomas A. Ayorinde, Z.C. Enunwa, S.J. Balogun (Audit Committee Members) and Akintola Williams Deloitte did not follow up available leads which ought to put them on enquiry in respect of the company’s accounts.

11 That Uduimo Itsueli, other board members and the three management staff of the company- Olusegun Aina, Akinbode Gbolahan and Tunde Egbeyemi used stock buy- backs, cost deferrals, trade loading and false Suppliers Stock Certificates to manipulate its financial reports which conduct is fraudulent and needs to be further investigated by the Economic and Financial Crimes Commission (EFCC).

EXTERNAL AUDITORS- AKINTOLA WILLIAMS DELIOTTE (AWD)

1. That Akintola Williams Deloitte (AWD) is a registered market consultant in the capacity of External Auditor/Reporting Accountant and subject to the SEC Rules and Regulations and the Code of Conduct for Capital Market Operators and their Employees made pursuant to the Rules.

2. That AWD, one of the leading and most experienced accounting firms in the country were external auditors to the company for over 40 years.
2 That AWD has about 40 partners and audits the accounts and serves as reporting accountants to many big companies in the capital market.

3 That N13.255 billion was the accumulated overstatement for the years 2002 to September 30, 2006 and that AWD audited the published accounts for those years as well as carried out an interim audit for the period ended September 30, 2006.
4
5 That a balance of N7.7 billion was credited to the company’s account in 2005 without confirmation of the bank balances from any of the banks. AWD did not make any note in the 2005 audited account that it did not receive confirmations from any of the banks for the balances recorded against such banks. The materiality of the amount is significant enough to have put AWD on enquiry.

6 That AWD sent management letters on the company’s 2001 to 2005 accounts, yet they failed or refused to note the lapses in the accounts when no satisfactory response was given by the company’s management.

7 That in carrying out its job as Reporting Accountants in the Rights Issue of 5 billion irredeemable loan stock, AWD reviewed the accounts and forecasts of the company following which it filed with the Commission a memorandum of profit forecast that was unrealistic.

8 That though Auditors normally rely on documents presented to them by clients to do their work, they are required to probe further when put on inquiry as shown by the stock certificate of N700 million allegedly issued by JOF Limited but disclaimed in writing by the alleged issuer, which was large enough to make AWD seek further confirmation but it did not.

9 That professional skepticism generally requires that an auditor should not believe documents presented by a client till it sees evidence that they are genuine. In the company’s case, AWD did not probe further or doubt documents presented by the company in spite of the internal control lapses detected and revealed in its management letters.

10 That AWD and in particular the partners that handled the company’s account did not carry out their assignment with high level of professionalism and diligence expected of a reputable accounting firm of its calibre.

UNION REGISTRARS LTD

1. That Union Registrars Ltd is a registered market operator in the capacity of Registrars and is subject to the SEC Rules and Regulations and the Code of Conduct for Capital Market Operators and their Employees made pursuant to the Rules.

2. That Union Registrars took over as Registrars to the company from United Securities Limited on June 1, 2002.

3. That the payment of dividends to shareholders is one of the statutory responsibilities of the Registrars.

4. That Union Registrars neither paid nor dispatched dividend warrants to shareholders of the company.

5. That Union Registrars and all capital market operators have a duty to report to the SEC any actual or suspected breach or infringement or non-compliance with any of SEC rules and regulations.

6. That Union Registrars failed to pay dividend on behalf of the company till 2006 and 2007 which was not reported to SEC the non-compliance with Commission’s earlier directives on the issue.

7. That Union Registrars was printing dividend warrants for the company while the latter was dispatching and paying same.

8. That Union Registrars did not pay dividends and failed to notify SEC in writing as stipulated by the Code of Conduct for Capital Market Operators and their Employees.

9. That Union Registrars engaged in acts that adversely affected the investors’ confidence in the capital market.

DECISIONS

1. Cadbury Nigeria Plc to:

a. Pay a fine of one hundred thousand Naira (N100,000.00) in the first instance and a penalty of five thousand Naira (N5,000.00) per day from June 30, 2002 to December 14, 2006 within 21 days from the date of the decision (March 28, 2008) for filing with the Commission, financial statements that contained untrue/misleading statements; failing which trading on its shares will be suspended.

b. Pay a fine of one hundred thousand Naira (N100,000.00) in the first instance and a penalty of five thousand Naira (N5,000.00) per day from August 24, 2005 to the date of the decision (March 28, 2008) within 21 days, for filing a Rights Circular for the N5 billion irredeemable convertible loan stock which contained false/misleading statements, failing which trading on its shares will be suspended.

c. Pay a penalty of five thousand Naira (N5,000.00) per day from June 30, 2002 to December 14, 2006 within 21 days from the date of the decision (March 28, 2008) for failing to provide funds en-bloc for the payment of dividends to its shareholders despite the Commission’s earlier directive.

2. Messrs Bunmi Oni and Ayo Akadiri

Banned from operating in the Nigerian capital market, being employed in the financial services sector and holding directorship positions in any public company in Nigeria.

3. Messrs J.S.T. Bogunjoko, Abiodun Jaji, Andrew Baker and Christopher Okeke

Suspended from operating in the Nigerian capital market, being employed in the financial services sector and holding directorship positions in any public company in Nigeria for a period of 5 years from the date of the decision (March 28, 2008).

4. Messrs Olusegun Aina, Akinbode Gbolahan and Tunde Egbeyemi

Suspended from operating in the Nigerian capital market, being employed in the financial services sector and holding directorship positions in any public company in Nigeria for a period of 3 years from the date of the decision (March 28, 2008).

5. Rt. Hon. Uduimo Itsueli, Messrs Olatunde Falase, Raymond Ihyembe, Gabriel Onabote, Olusegun Oyewole, Matthew Shattock, Thomas Ayorinde, Z.C. Enuwa and S.J. Balogun

Suspended from operating in the Nigerian capital market, being employed in the financial services sector and holding directorship positions in any public company in Nigeria for a period of 1 year from the date of the decision (March 28, 2008).

6. Messrs Cadbury Nigeria Plc, Rt. Hon. Uduimo Itsueli, Bunmi Oni, Ayo Akadiri, J.S.T Bogunjoko, Abiodun Jaji, Andrew Baker, Christopher Okeke, Olatunde Falase, Raymond Ihyembe, Gabriel Onabote, Olusegun Oyewole, Matthew Shattock, Olusegun Aina, Akinbode Gbolahan and Tunde Egbeyemi

Referred to the Economic and Financial Crimes Commission (EFCC) for further investigation and prosecution.

7. Akintola Williams Deloitte

a. Ordered to pay a fine of twenty (20) million Naira within 21 days of the decision (March 28, 2008) for its failure to handle the accounts of the company with high level of professional diligence failing which its registration with the Commission shall be cancelled.

b. Strongly reprimanded and warned to desist from engaging in acts that may affect the investing public’s confidence in the capital market.

c. Strongly advised to be more diligent in carrying out its assignments in capital market related issues.

d. Further directed to sign an undertaking to be diligent and of good behaviour in its future dealings in the capital market.

8. Union Registrars Limited

a. Ordered to pay a penalty of five thousand Naira (N5,000.00) per day from June 1, 2002 to June 31, 2006 within 21 days of the decision (March 28, 2008), failing which its registration with the Commission will be cancelled.

b. Strongly reprimanded and warned to desist from engaging in acts that may affect the investing public’s confidence in the capital market.

c. Strongly advised to be more diligent in carrying out its assignments in capital market related issues.

d. Directed to sign an undertaking to be diligent and of good behaviour in its future dealings in the capital market

Management