THE demand by some shareholders for FBN Holdings Plc to call for an Extra-ordinary General Meeting (EGM) to remove the board chairman, Femi Otedola, has again questioned the Central Bank of Nigeria (CBN) corporate governance rules.

The company has been enmeshed in some internal crisis in recent times since Otedola took over as the chairman of the board.

Shareholders have since then been wary about the intricacies going on at FBN Holdings and its subsidiary, First Bank of Nigeria Limited.

A recent development is a call by some shareholders on FBN Holding to hold an EGM, invoking section 215 (1) of the CAMA (Companies and Allied Matters Act)  that grants 21 days for the meeting to be held.

The section states “The board of directors may convene an extraordinary general meeting whenever they deem fit, and if at any time there are not within Nigeria sufficient directors capable of acting to form a quorum, any director may convene an extraordinary general meeting.”

The EGM aims to remove Otedola and a non-executive director, Julius Omodayo-Owotuga, from the board.

According to a report by ThisDay on Thursday, January 9, a group of shareholders claimed Otedola had mismanaged the bank since becoming the chairman of FBN Holdings.

They asserted that FBN Holdings has not known peace since the former CBN governor, Godwin Emefiele, influenced Otedola’s acquisition of significant shares in the bank that led to his emergence as chairman.

Emefiele requested the former chief executive officer of First Bank of Nigeria Limited, Adesola Adeduntan, to work with Otedola to help the chairman take over the bank.

The rapport created paved the way for Otedola to become a non-executive and, subsequently, the chairman of the board, the shareholders alleged.

The ICIR reported that Adeduntan’s resignation eight months before the expiration of his tenure violated the CBN corporate governance guidelines.

Otedola was further alleged to had a hand in the abrupt resignation of Adeduntan, the exit of a former chairman of First Bank of Nigeria Limited, Tunde Hassan-Odukale, and the removal of an executive director, Tosin Adewuyi, whom Otedola was said to have side-stepped for the position of the CEO.

He was also accused of favouring the appointment of the new CEO of First Bank, Olusegun Alebiosu, who pledged allegiance to him to run the Holdco and bank at will.

Other allegations against Otedola were that he had secured a loan of about $50 million (N90 billion) from the African Export-Import Bank (Afreximbank) to enable him to take full control during FBN Holdings’ proposed N360 billion private placement which some shareholders have kicked against and preferred instead a rights issue or public offer

FBN Holdings reacts

In a statement on Thursday, January 9, signed by its company secretary, Adewale Arogundade, FBN Holdings reacted to the report.

It asserted that the concern by shareholders to have Otedola removed as chairman does not in any way impact its operations, claiming that all the businesses within the group continue to provide uninterrupted services to its customers.

“We assure our valued customers, shareholders, investors, other stakeholders and the general public that we are taking all necessary steps to protect the interests of the Company and its subsidiaries.

“The group’s performance continues to improve, resulting in a higher market capitalisation even as we work towards surpassing the regulatory minimum capital well ahead of the deadline.”

It admitted that two of the company’s shareholders called for the EGM, FBN Holding claimed that the group and the subsidiary remain committed to the highest level of corporate governance.

“The Registrar and Lead Issuing House are collating the returns from all receiving agents in respect of its rights issue which closed on December 30, 2024,” it added.

A check by The ICIR, however, showed that the company’s share price dipped by -1.27 per cent to close at N31.50 at the close of trading on the floor of the Nigerian Exchange Limited (NGX) on Thursday.

Meanwhile, the Nigeria stock market was uptick on Thursdays as investors gained N792.73 billion, raising the market capitalisation to N64.35 trillion.‬

Shareholder’s association reacts

Commenting on the call for an EGM to remove Otedola, the national president of New Dimension Shareholders, Patrick Ajudua, told The ICIR that CBN must ensure that rules and regulations are strictly followed in resolving the various contending issues as failure may lead to the collapse of the bank and eventually result into the regulatory takeover of the bank and loss of shareholders investment.

“Just as we have continuously advocated for all stakeholders to ensure amicable settlement of the dispute in the overall interest of the bank and to place the survival of the bank above their interest,” he added.

The ICIR reported lately that the bank has yet to officially make its position known over the alleged layoff of 100 of its senior staff in its bid to restructure and reposition the bank ahead of 2025.

The organisation can recall that FBN Holdings has been a subject of battle over who holds the single largest share of the institution.

In its 2023 audited financial statements, FBN Holdings put Otedola as the single largest shareholder with a 9.41 per cent stake ahead of Oba Otudeko’s Barbican Capital which stake was omitted at the time, raising questions about CBN corporate governance.

Since then, Otedola has increased his stake in the bank’s shares.