A long-standing loan to Honeywell Flour Mills secured through an insider borrower appears to be at the root of the management crisis that has culminated in the replacement of Dr Adesola Adeduntan as the Managing Director/Chief Executive Officer of First Bank Nigeria, Plc.
An April 26 memo from the CBN Director, Banking Supervision, Mr Haruna Mustafa, to the Chairman of the bank has illuminated the issues, even if certain specific financial details remain undisclosed.
The memo, hereunder reproduced, reads:
“RE: AUDITED IFRS ACCOUNTS FOR THE FINANCIAL YEAR ENDED DECEMBER 31 , 2020
“Your letter dated March 30, 2021 on the above subject refers.
“We are concerned that the bank has not complied with regulatory directives to divest its interest in Honey Well Flour Mills despite several reminders.
“We further noted that after 4 years the bank is (has) yet to perfect its lien on the shares of Mr Oba Otudeko in FBN Holdco which collaterized the restructured credit facilities for Honey Well Flour Mills contrary to the conditions precedent for the restructuring of the company’s credit facility.
“Given the bank’s failure to perfect the pledge and satisfy condition for regulatory approval, the restructuring has thus been invalidated and the credit facilities now payable immediately.
“Consequently, the company is required to fully repay its obligations to the bank within 48 hours failing which the CBN will take appropriate regulatory measures against the insider borrower and the bank.
“Furthermore, the Bank notes the untenable delay in resolving the long outstanding divestment from Bharti Airtel Nigeria Ltd in line with extant regulations of the CBN.
“Accordingly, you are required to divest the equity investments in all non-permissible entities such as Honey Well Flour Mills and Bharti Airtel Nigeria Ltd within 90 days.
Please you are to forward evidence of compliance in accordance with the timelines above to the Director of Banking Supervision.”
Classified as confidential, the memo would appear to have struck at the heart of the issues around the changes in the management guard that saw the removal of Adeduntan.
The Board of First Bank, Plc did not seek the approval of the CBN for the removal of Adeduntan, consequent upon which the apex regulatory Bank has queried the Board of Directors of the First Bank, Plc.
The query was contained in a letter dated April 28, 2021 signed by the CBN Director, Banking Supervision, Mr Haruna Mustafa, and obtained by the News Agency of Nigeria (NAN).
The letter was addressed to the bank’s Chairman, Mrs Ibukun Awosika.
Mustafa said that the action was taken without due consultations with the regulatory authorities, especially given the systemic importance of the commercial bank.
He noted that the tenure of Adeduntan had yet to expire.
“The CBN was not made aware of any report from the board indicting the managing director of any wrongdoing or misconduct; there appears to be no apparent justification for the precipitate removal.
“We are particularly concerned because the action is coming at a time the CBN has provided various regulatory forbearances and liquidity support to reposition the bank, which has enhanced its asset quality, capital adequacy and liquidity ratios amongst other prudential indicators.
“It is also curious to observe that the sudden removal of the MD/CEO was done about eight months to the expiration of his second tenure which is due on Dec. 31, 2021.”
Mustafa had noted that the removal of a sitting MD/CEO of a systemically important bank was not good.
Read him: “The removal of a sitting MD/CEO of a systemically important bank that has been under regulatory forbearance for five to six years without prior consultation and justifiable basis has dire implications for the bank and also portends significant risks to the stability of the financial system.
“In light of the foregoing, you are required to explain why disciplinary action should not be taken against the board for hastily removing the MD/CEO and failing to give prior notice to the CBN before announcing the management change in the media.
“In the meantime, you are directed to desist forthwith from making any further public/media comments on the matter. Your comprehensive response on the foregoing should reach the Director, Banking Supervision Department, on or before 5p.m. on April 29, 2021.”
First Bank had, on Wednesday, announced the appointment of Mr Gbenga Shobo as the new Managing Director and Chief Executive Director.
Awosika said that the appointment was subject to all regulatory approvals.
She said that Shobo succeeded Adeduntan who would be leaving the bank in accordance with the bank’s term limit for its chief executive after successfully leading the bank since January 2016.
“These decisions will take effect from today, April 28, 2021,” Awosika had said.
Read her further: “We are proud to announce Gbenga Shobo as our new Managing Director/Chief Executive Officer.
“His appointment has proven our resilience of our succession planning mechanisms and the value we place on our long-standing corporate governance practices, which underpin the institution’s enduring sustainability and 127-year legacy.
“Shobo has had a successful career in the bank and elsewhere culminating in his appointment as the deputy managing director in 2016 prior to his appointment as the managing director.
“The board is confident that Shobo has the experience and the understanding of the bank and the know-how to lead the bank through this next phase of growth, which is focused on positioning First Bank as the preeminent bank in our chosen market, delivering value to our stakeholders.”
Awosika said that the bank also appointed Mr Abdullahi Ibrahim as the Deputy Managing Director.
According to her, Mr Ini Ebong, Mr Segun Alebiosu, Mr Seyi Oyefeso and Mrs Bashirat Odunewu were also appointed as executive directors.
She noted that these decisions were subject to all regulatory approvals.
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