First Bank Allegedly Disobeys Court Orders …Dr. Banire’s Connection

Dr. Muiz Adeyemi Banire (SAN), who is also a former Chairman of Asset Management Corporation of Nigeria (AMCON), has accused First Bank Plc, of promot­ing illegality and flagrant disobe­dience of court orders.

Dr. Banire (SAN) stated this while reacting to reports of a fresh crisis currently rocking the Board of the bank, a development share­holders fear poses a major threat to the bid by the old-generation 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 recapitalise.

The current crisis rocking the bank stems from protests by share­holders who are 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.

In the suit, Onagoruwa 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.

Reacting to the development, Banire (SAN), who is involved in one of the 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 capitalization 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.