CAC places First Bank records on caveat as board crisis deepens

The Corporate Affairs Commission, CAC, has placed the records of First Bank of Nigeria (FBN) Holdings on caveat.

The decision is to subsist until the resolution of the major litigation crisis rocking the board of the bank.

BAR & BENCH WATCH reports that the crisis rocking the bank stemmed from protests by shareholders who were kicking against the bank’s internal governance and shareholding structure, as a result of which some of them have taken their grievances to court.

One of such is the case of Olusegun Samuel Onagoruwa v. FBN Holdings Plc in Suit No. FHC/L/CP/1271/2022), which is challenging the capacity of the Board of Directors of FBN to appoint new persons to fill vacant slots.

Onagoruwa in his suit is seeking “an order setting aside, nullifying, annulling and/or quashing the appointments and 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 made on the 20th day of March, 2024, by FBN Holdings PLC during the pendency of this action and in defiance of the subsisting order of this Honourable Court made on the 15th day of July, 2022.”

The motion also seeks an order restraining the above-named non-executive directors from acting or taking any steps as non-executive directors of the bank.

The current court case follows similar four other cases pending at the Federal High Court in Lagos and Abuja challenging the internal governance of FBN Limited, in addition to existing court injunctions restraining the bank from holding the last two Annual General Meetings which the bank went ahead to hold.

In a new twist to the crisis, the Corporate Affairs Commission in a letter entitled

“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”, weighed in on litigations threatening to tear the old generation bank apart.

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.”

Speaking on the multiple crises rocking the foundation of First Bank, a former Chairman of Asset Management Corporation of Nigeria, AMCON and Senior Advocate of Nigeria, Dr. Muiz Banire accused the first generation financial institution of promoting illegality and flagrant disobedience of court orders, a development shareholders fear poses major threat to the bid by the bank to strengthen its capital base in line with the recent directive of the Central Bank of Nigeria to all banks operating in the country to  recapitalize.

Banire who is involved in one of the court cases said “the Bank seems to now have a reputation of defying court orders.

“What I just read is similar to the case I am handling also. The Bank appears to be building a reputation of lawlessness and by the time it boomerangs, the bank and by extension the shareholders will bear the brunt.

“I am sure the plaintiffs will not allow them to get away with the illegality. The case of the bank is becoming a bubble.”

He further said “I also believe the CBN is aiding and abetting the Board of Directors the apex bank imposed.

“Everything the Board is doing is beyond their mandate. The Apex Bank needs to dissolve the Board and allow the shareholders to choose their Directors. It is one illegality after another.”

According to one of the workers’ union leaders in the bank, “as the tenure of the imposed directors is expiring, the same illegitimate Management of FBN, whose legitimacy is being challenged, has gone further, during the pendency of the cases challenging their competence to lead the bank, to arbitrarily appoint further five independent directors. Where they derived the power from remains a mystery.

“Mismanagement and manipulation of shares are also being alleged in some of the cases pending against the bank while the legality of the AGMs and the imposed board of directors remain a challenge.”

The union leader expressed the fear that the spate of litigations and board squabbles currently rocking the bank may bring a quick collapse of the over 100-year- old bank.

Also speaking on the development, a shareholder, Mr. Olalekan Babalola, said “it is imperative for the authorities to find a solution to this lingering crisis as Nigeria cannot afford another major bank’s collapse at this critical time when President Bola Tinubu is working hard to revamp the nation’s crumbling economy. This is because the current crisis will definitely impede the bank from getting the new Central Bank’s capitilisation threshold.”

He called for urgent resolution of all court cases in the overall interest of depositors, shareholders and other stakeholders of the bank before further damage is done to the oldest Nigerian bank.