The Federal High Court sitting in Lagos has ordered FBN Holdings Plc. to maintain the status quo ante bellum, by putting on hold the appointment of Mr. Nnamdi Okonkwo as the Group Managing Director and Mr. Julius Omodayo Owotuga as non-Executive Director, respectively.
Justice Akintoye Aluko granted the order following an exparte application filed by an aggrieved shareholder of FBN Holding Plc, Mr. Olusegun Onagoruwa, alleging that the affairs of the company are being run illegally and oppressively.
The applicant, through his lawyer, Mr. Ebun-Olu Adegboruwa (SAN), is asking the court to set aside the resolutions reached at the just-concluded annual general meeting (AGM) of the 1st respondent (FBN Holdings PLC) held on Monday, June 20, 2022.
FBN Holdings Plc. is the controlling owner of First Bank of Nigeria Plc.
By implication of the order, the court has also stopped the respondents from raising or issuing shares capital of the company and from implementing any of the resolutions reached at the 10th AGM.
Other respondents in the suit were Alhaji Ahmed Abdullahi, Chairman of the Board of Directors; Mr. Julius Omodayo-Owotuga, Non-Executive Director, and Mr. Nnamdi Okonkwo, Group Managing Director.
Specifically, the petitioner was contending in the suit that he was not served with statutory notice for the 10th AGM of the company which was held on June 20, 2022.
Addressing the court, Adegboruwa said the petitioner was by law entitled to be served with notice of the AGM, and having not been served, there was a case of breach of his constitutional rights to fair hearing in the determination of the petitioner’s civil rights and obligations.
He stated that the law was settled that once a breach of fair hearing has occurred, any decision taken pursuant to such breach must be set aside by the court.
Adegboruwa further argued that the decisions and resolutions of the 10th AGM, held on June 20, 2022, especially in relation to the appointment of Directors, were null and void as shareholders were not given the opportunity to know and approve the new Board of Directors appointed for the company by the Central Bank Governor and that the powers of the CBN Governor to sack or appoint directors for the company did not take away the powers of shareholders to confirm such directors.
In a 52-paragraph affidavit in support, the petitioner stated that he was a shareholder of FBN Holdings Plc and he was not served with notice of the AGM held on June 20, 2022, at Oriental Hotel.
The petitioner added that the AGM had not confirmed or approved the appointment of the Board of Directors constituted by the CBN Governor before the said board proceeded to appoint Nnamdi Okonkwo as Group Managing Director and Julius Omodayo-Owotuga as Non-Executive Director.
Consequently, the petitioner filed an affidavit of urgency in support of the application.
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According to the affidavit filed in support of the motion, the petitioner averred that the matter was the decision and resolutions reached at the just-concluded Annual General meeting of the 1st respondent held on Monday, June 20, 2022.
The applicant stated that his rights to be personally served with notice of the AGM of the 1st respondent, have been breached, hence the instant application.
It was further stated that it was imperative to allow the court determine all issues and reliefs sought on the merits without any interference from any party implementing, in respect to the meeting, acting on, or executing decisions reached at AGM of the 1st respondent.
The petitioner added that “there is a binding obligation upon the Respondents to maintain the status quo of the subject matter of the Petition and not to take any step that may overreach the petition or foist a situation of complete helplessness upon the court in the hearing and determination of the Motion on Notice for interlocutory injunction and the Petition filed herein, as any step taken by the Respondents to further implement or execute the decisions and resolution reached at the said Annual General Meeting of the 1st Respondent held on the 20 June 2022 will undoubtedly usurp the constitutional powers and authorities of the court to determine the real issues and subject matter of the case already submitted to it by the Applicant.
“The Presentation of Audited Accounts of 1st Respondent to members. Election of 3rd Respondent – Mr. Julius B. Omodayo-Owotuga as a Non-Executive Director and the 4th Respondent – Mr. Nnamdi Okonkwo, as the Group Managing Director, both of whom were said to have been appointed by the Board of Directors of FBNH.
“The steps also include approval of the shareholders to the Board of Directors of FBNH to issue the outstanding un-issued shares in the authorised share capital of the 1st Respondent in compliance with Section 124 of the Companies and Allied Matters Act, 2020 (“CAMA 2020”), appointment of the 1st Respondent’s Audit Committee members. Remuneration and expenses of the 1st Respondent’s Auditors, Remuneration of Managers of the 1st Respondent.
“That sometimes in or about December 2021, the CBN subsequently approved the appointment of the 2nd Respondent as the Group Chairman of the Board of Directors of the 18th Respondent.
“That since the appointment of the 2nd Respondent-led Board of Directors by the Central Bank of Nigeria, the Shareholders of the 1st Respondent have in no time approve or confirm the appointments of the 2.4 Respondent-led Board of Directors before they (the 2nd Respondent-led Board of Directors) can, in turn, appoint the 34 and 4th Respondents as Directors of the 1st Respondent.
“That sometimes in or about 2017, an Executive Director of First Bank Plc who had a similar investigation as the 4th respondent had to exit the said Bank in furtherance of its aforementioned policy thrust on zero tolerance to issues of allegations relating to corruption and corrupt practices, given the toxicity of such controversy to the corporate image of the 1st Respondent and its related entities. Thus the purported appointment of the 4th Respondent as GMD of the 1st Respondent is contrary to its known corporate policies and may prove injurious to Its fortunes, ultimately.”
After granting the order to maintain the status quo ante Bellum, the presiding judge adjourned the case till July 22, 2022.
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