- Directors, Shareholders Divided…
By Abiola Olawale
The Corporate Affairs Commission (CAC) has issued a caveat regarding the records of First Bank of Nigeria (FBN) Holdings, citing the ongoing board crisis and multiple court cases filed by aggrieved directors.
According to the CAC, the measure is in line with the Commission’s mandate to regulate and supervise the formation, incorporation, and management of companies in Nigeria.
The New Diplomat reports that the First Bank has been witnessing crisis which has thrown it into a state of stormy water following protests from shareholders concerning the financial institution’s internal governance and shareholding structure. In response to these grievances, some shareholders have initiated legal action.
One of the legal proceedings currently underway is the case of Olusegun Samuel Onagoruwa v. FBN Holdings Plc (Suit No. FHC/L/CP/1271/2022), in which Onagoruwa is disputing the Board of Directors of FBN’s authority to appoint new personnel to fill vacant positions.
Onagoruwa in the lawsuit is seeking a court order to nullify the appointments as well as approvals of Mr. Olusola Adeeyo, Mr. Viswanathan Shankar, Mrs. Remilekun Adetola, Mr. Anil Dua, and Mrs. Fatima Ibrahim as Non-Executive Directors of First Bank of Nigeria Limited. According to him, the appointments were made on March 20, 2024, by FBN Holdings PLC despite a subsisting court order of the Honourable Court made on July 15, 2022.
The suit is also challenging the legality of these appointments and questioning the board’s authority to make them in the first place. The case is still ongoing, and the outcome is yet to be determined.
Arising from the internal crisis, the CAC announced that it has placed a caveat on the First Bank’s records pending the determination of the lawsuits against the bank.
The Commission declared that the directive is in line with its commitment to ensuring that companies comply with the provisions of the Companies and Allied Matters Act (CAMA) and other relevant regulations.
This declaration was contained in a letter issued by the Corporate Affairs Commission and titled: “RE: NOTIFICATION OF PENDENCY OF SUIT NO. FHC/L/CP/1575/23 AGAINST FBN HOLDINGS PLC, AND SUBSISTING INTERIM ORDERS OF THE FEDERAL HIGH COURT MADE ON THE 9TH DAY OF AUGUST 2023 RESTRAINING FBN HOLDINGS PLC FROM HOLDING OR PROCEEDING WITH ITS ANNUAL GENERAL MEETING PURPORTEDLY HELD ON THE 13TH DAY OF AUGUST 2023”.
Signed on behalf of the Registrar General of CAC by Chidimma Maureen Nwite, the Commission in a letter to lawyers to some of the parties in court against FBN Holdings said: “This is to inform you that the record of FBN Holdings PLC RC: 916455 has been placed on caveat pending the determination of Suit No. FHC/L/CS/1575/2023.
“Please be guided accordingly.”
