17.01.2010 Nigeria

Sanusi Faces Legal Tussle from Intercontinental Bank Shareholders…Plans to unseat more bank CEOs

17.01.2010 LISTEN

Emerging facts revealed that the situation between Intercontinental bank plc and the apex bank, CBN is getting messier by the day even as 5 shareholders of Intercontinental Bank have dragged the Central Bank of Nigeria, its Governor (Sanusi Lamido) and Intercontinental Bank Plc to a Federal High Court in Lagos seeking an order to restrain the CBN Governor from selling the shares of the bank to local or foreign investors. The shareholders are accusing the CBN of injuring their business, oppression, bad faith and illegality.

These aggrieved stakeholders are equally urging the Court to bar CBN from converting the N100 billion injected into the bank as 'tier two capital' as stated in the letter the apex bank wrote to the 8 troubled banks whose managing directors were sacked by the apex bank last year into government equity in the bank. The shareholders are also asking the court to award damages in N250bn in favour of Intercontinental Bank against CBN and CBN Governor jointly and severally, for their unlawful and wrongful interference in the management and control of the Intercontinental Bank and the adverse down-run of its business.

Some of the shareholders are retirees who put down their pensions as seed money to set up Intercontinental Merchant Bank which is now Intercontinental Bank Plc. have the names of the shareholders who dragged the CBN to court are as Sunny Nwosu, Chief Joseph J. Akpieyi, Chief Edwin Porbeni, Dr. Patrick Amenchi and Chief Ray Okpu. The prayers of the petitioners contained in the affidavit deposed to by Akpieyi said: “The petitioners' humble prayers to this Court are: An Order of injunction restraining CBN and CBN Governor, (Respondents), their privies, representatives, assigns or agents from selling or attempting to sell any shares of Intercontinental Bank and in the alternative a declaration that the members of Intercontinental Bank, as listed in its register of members as at 13/8/2009, have the pre-emption right of acquisition in the event that the purported loan of N100 billion is converted into shares of the bank, for the purpose of being sold.

“A declaration that the Intercontinental Bank, the CBN and the CBN Governor, (Respondents) cannot by the order of 14/8/2009 or any other unlawful means divest the petitioners of their shareholdings in Intercontinental Bank.

It was clear that Chief Joseph J. Akpieyi, who is the arrow-head of the action and others are also seeking a declaration that the acknowledgment of receipt by Intercontinental Bank of the unsolicited loan of N100 billion granted by the CBN and CBN Governor is an illegal transaction and that the acknowledgment by Intercontinental Bank of the receipt of N100 billion from CBN and its governor is a fraud on the petitioners and that the order of the CBN Governor dated 14/08/09, addressed to the chairman of Intercontinental Bank is a contravention of the provisions of the banks and other financial institutions act.

However, was further hinted that one of the troubled banks whose MD was sacked during the CBN's second phase of audit, BankPHB, and some of its top management staff are already alarmed and furious over the misconduct of the interim Managing Director who collected about $120,000 for a three-week annual leave, thereby subverting the bank's process and procedure. Officials of the bank said the Managing Director was entitled to the amount on annual basis but that the CBN-appointed MD spent only three months, October to December but took the full year allowance. He is also being accused of approving a N60 million mortgage loan for an unconfirmed Deputy General Manager as well as unilaterally changing the bank's official car policy to his personal gains which is against the bank's policy. The bank's management is also accused of withdrawing its application for a banking license in the United Kingdom and is considering either selling the business as a going concern, open a representative office or close down and dispose of the assets of the proposed London branch.

Other decisions which bother on administrative indiscretion on the part of current leadership of BankPHB is the refusal to pro-rate the amount preferred on the MD's vacation, but in utter disregard of the professional advice given to the MD despite the ailing nature of the bank, he still demanded and collected the sum of $120,000, being the annual off-shore leave allowance for the Managing Director for the financial year ended December 31, 2009 during which he spent only three months. They also alleged that on assumption of office 2 October 2009, the Managing Director of the bank, also unilaterally, without the Board's approval changed the bank's policy on official vehicles for executives, and quickly monetized same to suit his personal purpose, as he personally collects N2 million on a monthly basis in lieu of the vehicles, which are supposed to be amortized over four years. He is also alleged to have coerced a staff of the Bank, an unconfirmed Deputy General Manager to prepare the controversial third quarter result, and later compensated him by approving and disbursing a N60 million mortgage loan for him, N21 million more than the stipulated amount for a Deputy General Manager, even when he is yet to be a confirmed a staff of the bank, having spent less than one year at the time of the approval in November.Furthermore, the bank's policy, they argued, stipulates that to qualify for mortgage loan, staff at AGM to GM levels should have spent a minimum of two years and should have been confirmed. This approval they alleged is the only one the Managing Director has approved since he assumed office last October. They also alleged that some time in December 2009, without a Board resolution the management unilaterally approved the appointment of the MD and, an unconfirmed General Manager as new Directors of BankPHB UK, the bank's subsidiary, which is yet to take-off.This decision was said to have been taken without the input or advice from the Company Secretary or the Chairman of the Bank's Board of Directors.

However, industry source confirmed to over the weekend that bank owners, doubling as Chief Executive Officers (CEOs), are panic-stricken by the Central Bank of Nigeria's (CBN) plan to unseat sit-tight bank Chiefs. With the proposal, bank Chiefs, who had sat more than 10 years at the helm of affairs, are to lose their positions. The CBN Governor, Mallam Sanusi Lamido Sanusi, had vowed last week that the CEOs who do not have succession plan in place would soon be booted out.

Sanusi further stated that available evidences had shown that staying for too long as a bank CEO was promoting the breach of corporate governance and also giving room to commit misdemeanor in financial institutions. Emerging facts made available to revealed that at least, the CBN hammer will fall on 8 Group Managing Directors (GMD) of banks, who have served over 10 years. It was gathered that none of the affected CEOs has put in place a succession plan. The bank Chiefs are founders or positioned to serve the interests of the promoters of the banks. Already, top management employees of such banks are currying the favour of their CEOs to be named as successors.

Meanwhile can confirm that the CEOs are not relenting, as many of them have adopted an option that would make them transform into Chairmen, should the CBN make do its current plans. For instance, the erstwhile CEO of the IBTC (now IBTC Chartered Bank), Mr. Atedo Peterside, adopted the formula by resigning his position after 18 years at the helmsman in 2007 to become the Chairman of the bank. The CBN's proposal got the backing of a financial analyst, Dr. Osaro Obobaifoh, who blamed the current banking crisis on sit-tight bank CEOs. According to him: “They became demigods in the affected banks. They dictated the pace and appointed surrogates in strategic positions, thereby facilitating their massive looting,” adding that the CBN's move would restore sanity in the sector. “This is a good move by the CBN. But he (Sanusi) must watch it. What may happen is for the CEOs to appoint surrogates. It will just be like the proverbial hand of Esau and voice of Jacob,” he added. Obobaifoh further advised the CBN to keep an eye on the banks, stressing that the “CEOs, who fall in this category, might want to start looting their respective banks now in anticipation of the CBN's hammer.”

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