MDPPACPB Regulations

Page 53 of 127
53 
 
    (b) compliance with transfer pricing, firewall, and internal governance 
obligations; 
    (c) absence of cross-subsidization or undue influence across divisions. 
(2) Such audits may include, without limitation: 
    (a) review of employee contracts to determine whether performance 
incentives of personnel in regulated businesses are based exclusively on the 
performance of that business unit; 
    (b) physical or IT access audits to confirm existence and effectiveness of 
information firewalls; 
   (c) interviews with key managers and finance personnel to assess operational 
autonomy. 
 
48. Enforcement for Non-Compliance or Misrepresentation 
(1) Where a licensee fails to submit required compliance reports or is found to 
have misrepresented facts, the Authority may impose any or all of the following 
measures: 
    (a) Administrative fines; 
    (b) Direction to implement remedial internal separation measures; 
    (c) Suspension or non-renewal of the relevant licences or approvals; 
    (d) Referral to the Federal Competition and Consumer Protection 
Commission or other law enforcement bodies for further action.  
 
 
 
PART XI – APPROVAL OF MERGERS, ACQUISITIONS, CROSS-OWNERSHIP AND 
SIGNIFICANT JOINT VENTURES 
 
49. Prohibition of Unapproved Merger, Acquisition of interest, or changes in 
control and Joint Venture 
(1) (a) In accordance with Section 212(3) of the Act, no licensee shall, whether 
directly or indirectly, acquire or hold any ownership interest, controlling stake, 
whether involving an affiliate or independent party or effective influence in 
another licensee operating in a different licence category or market segment 
within the midstream and downstream petroleum industry, without the prior 
written consent of the Authority. 
(b) Any acquisition, shareholding arrangement, or strategic partnership that 
may confer significant influence over the management, operations, or 
commercial decisions of another licensee shall be subject to the same 
requirement. 
(2) The following transactions require prior written consent of the Authority: 
(a) mergers, amalgamations, or consolidations involving one or more licensees 
or their affiliates; 
(b) the sale, transfer, or assignment of any licence or material part thereof; 
(c) direct or indirect acquisition of shares, partnership interests, or other 
ownership interests in a licensee or its holding company; 
(d) transfer of operational control through management agreements, voting 
trusts, shareholder agreements, or similar arrangements;