Banking
Diamond Bank Shareholders Panic Over New Revelation
By Dipo Olowookere
In recent times, Diamond Bank Plc has been in the news mostly for the wrong reasons, which has left many people wondering what will happen to their investment in the financial institution.
This fear worsened yesterday when a reputable businessplatform, Proshare Nigeria, published a letter purportedly written by theformer Chairman of the bank, Mr Oluseyi, Bickerstheth, to key shareholders and stakeholdersin the industry.
The letter detailed how some directors, who were later forced out of the firm, kicked against alleged corporate governance abuse by some key elements of Diamond Bank, including its CEO, Mr Uzoma Dozie.
Mr Bickerstheth even said there was an initial agreement for Mr Dozie to resign from the company from January 3, 2019 to allow a new management team, but that he refused to honour this alleged agreement.
He further said contrary to the denials, there were actually moves to allow Access Bank takeover Diamond Bank.
Already, the revelations made by the Chairman has sparked new reactions from shareholders of Diamond Bank, who want the relevant authorities to quickly take decisive steps to avert another loss of investment like it happened few months ago with the defunct Skye Bank, which was nationalised to Polaris Bank.
Those who spoke with Business Post said the Central Bank of Nigeria (CBN), the Nigerian Stock Exchange (NSE) and the Securities and Exchange Commission (SEC) must not allow the sweat of many investors to go down the drain again.
“The relevant agencies must act fast to avert another crisis,” an investor in the stock market told us on Tuesday.
“Though the chairman did not really say anything new to us, he only confirmed what some of us have been saying about the crisis in Diamond Bank,” another investor said.
Below is the unedited letter purportedly written by Mr Bickerstheth.
RECENT DEVELOPMENTS AT DIAMOND BANK PLC –NEED FOR URGENT ACTION
This letter is written without prejudice and is intended as an instructive, unvarnished, and factual rendition of the truth, for posterity sake. My overall and irrevocable interest remains ensuring the reversal of the declining fortunes of DIAMONDBNK, as well as ensuring that no party, however and wherever placed, threatens the survival of Diamond Bank and the integrity of the Nigerian financial system. It is my hope that all concerned remain faithful to the objective requirements and fiduciary obligations of their positions of stewardship.
I speak on behalf of myself as chairman of DIAMONDBNK and 3 other non-executive directors (NEDs) of the Bank namely Mr Rotimi Oyekanmi, Mrs Juliet Anammah and Mrs Aisha Oyebode. As individuals and as a group of professionals with direct knowledge of the events captured below, I state emphatically our dissociation from any dangerous abuses of office highlighted below, and insist that proper governance be maintained in this, and all other cases. I assume that the CBN did not have all the facts prior to now; if so, it is my assessment that it is not too late for the CBN to do the correct thing by insisting on the Board oversight of the underlying matters, as referenced in our prayer in this letter.
We are all technically independent directors of DIAMONDBNK as we do not represent the interest of any specific shareholder but the interest of all the stakeholders especially those whose investments have made Diamond Bank what it is today as a systemically important bank in Nigeria.
As Independent non-executive directors, we are all very concerned and motivated particularly by concerns of a bank that now appears to be adrift with no direction and leadership, exacerbated by misinformation and counter information within the media. The most recent being the assertions in the media on Monday November 12, 2018 that the bank is to be acquired by Access Bank only for that to be denied by Access Bank, which has now totally dissociated itself from any such transaction. Also DIAMONDBNK has also dissociated itself from the assertions in the media. I have elected to ignore comments from various quarters that the Access Bank transaction is favored by the CEO, and the very loud boasts by the CEO himself that the Access Bank transaction has been endorsed by our regulator, to the exclusion of all other options being considered by the board; as I have also chosen not to speculate on the incentives and motivation for his haste and the evident abuse that will be perpetuated if any such deal is allowed to go through without following due process.
1. Our Position
DIAMONDBNK’s performance has continued to decline. Current forecasts indicate the bank will close 2018 on significantly lower profit (or even a loss situation) than planned. Management was not able to attend the Q3 Analysts call and we are aware that S&P has downgraded the bank’s credit rating. The bank had neither declared nor paid any dividend since 2013 and the Bank was only meeting the CBN Capital Adequacy Ratio (CAR) by the grace of CBN forbearance and the current financial position of the Bank does not show any signs of improvement.
The Bank is in dire need of recapitalization. Nonetheless, the Board remains the foremost governing body of the bank with the fiduciary responsibility to protect the interests of all shareholders, thus, all recapitalization proposals including potential acquisitions can only be by a full Board for consideration and approval.
The Diamond Bank Board has 5 “independent” NEDs and the action of the CEO in now attempting to remove 4 of these 5 NEDs, after the fact, was prejudiced and selectively done to undermine the independence of the NEDs. The insertions and “acceptance” of their purported resignation, contrary to the decision of the full board in a meeting, to rescind the decision, was in bad faith and is ultra vires and of no consequence and effect. This attitude of the CEO in fact aligns with the CBN examiners’ observation referenced in paragraph 3 below regarding corporate governance where the management takes actions either without notifying the Board or without securing Board approval as has been seen even in matters concerning the investment vehicle of the CEO’s family.
Further, according to CAMA and SEC Rules, only the Board can accept/approve the resignation of a director. Thus, an acceptance by an executive such as the CEO being null and void and illegal suggests that an acceptance by the CBN based on this illegal action by the CEO appears to have been done hastily.
Indeed, the said resignation of the 4 NEDs never came into effect in law and the Bank through its Board at the meeting of October 22 2018 continued to hold them out as Directors with no dissent from any director. The 4 NEDs remain on the board of Diamond Bank unless and until they have tendered their valid letters of resignations and the Board has accepted same.
2. Background and Context
Following several directors reaching their expiration of tenor in 2016/2017, the board decided in alliance with international best practice to have a more professional and independent membership, and, therefore, brought in additional professionals to help steer the Bank. These board members are myself, Mr Rotimi Oyekanmi, Mrs Juliet Anammah, Mr. Dele Babade, Mr Idris Mohammed, Mr. Chris Ubosi and Mrs Aisha Oyebode. And the board recently recommended Mr. Oghogho Akpata to the board awaiting confirmation from the CBN
The board identified the need to inject equity into the bank. In addition, the bank had several financial obligations due in 2019, which the board insisted the funding should be in place by end 2018 (before the Nigerian elections). To improve the viability of the bank, the board had approved the sale of its subsidiaries outside Nigeria as this would be expecting to lead to, subject to the CBN approval, a reduction in the minimum CAR from 15% to 10% upon conversion of the bank to a National Bank (from International Bank).
The board then discussed the options for raising capital and one of the key shareholders indicated interest in injecting more equity into the bank but on condition of a change in management. Observing the issues of performance, the board then decided to first determine the capital requirement by appointing advisers to review the loan book. The result of this evaluation was expected at the end of October 2018 and we presume this has been received by the bank
The Central Bank examiners, in August 2018, had highlighted potential gaps in corporate governance based on transactions which, from their assessment, executive management had not disclosed to the board as it ought to have. Specifically, the examiners highlighted the new corporate head office which was under construction and observed that the progress in terms of cost and status of progress was not captured in any board minutes and indeed was not discussed nor was any budget approval for cost increase discussed or presented to the board.
With the examiners’ concerns, new capital being contemplated and declining performance of the bank in the past 4 years, the Non-executive directors (NEDs) critically assessed the quality of executive leadership of the Bank and the need to strengthen the leadership. A key shareholder CSSAF DBN Holdings demanded an immediate removal of management principally the CEO but the Board favored a less drastic approach to minimize disruption and also enable the Board secure new leadership.
After several discussions, the CEO, of the Bank who is also a representative of the second largest shareholder Kunoch Ltd agreed to resign effective January 3, 2019 but would not tender his letter to confirm his verbal notification. In response, the representative of CSSAF DBN Holdings therefore at the Board meeting held on October 18, 2018 put forward a motion for the removal of the CEO with immediate effect. This was despite continuous negotiations and attempts by members of the Board, to provide an amicable solution to this impending shareholder fight and reaching several tentative agreements, which were frustrated by both parties. Nonetheless due to technical reasons and reluctance of board members regarding an immediate removal of the CEO, the vote for the removal of the CEO was postponed, pending legal clarifications, which could not be provided by the Company Secretary.
The CEO, at the October 18 2018 meeting, had a financial adviser appointed by the executive management without reference to the board to present to the board various strategic options for recapitalization either through an internal rights issue or possible merger with other Tier 1 banks. While the board stated that this was to have been presented to the board capital raising committee, it allowed the presentation to be made. The presentation, though based on 2017 financials was still very high level and, was well received by the Board and the board directed that the recommendation be passed on to the capital raising committee of the bank to evaluate this along with all other options being considered – new injection of capital by the shareholders, merger with a local bank or position to partner with an international bank not currently operating in Nigeria
On Friday October 19, 2018, due to the lack of clarity on the motion for immediate removal of the CEO, the representative of CSSAF DBN Holdings informed board members that as a majority shareholder CSSAF DBN Holdings would call for an Extraordinary General Meeting to remove the CEO since the board had not voted on the matter. The 4 NEDs then decided that it was becoming a shareholder fight, which they felt could have been averted either by the CEO tendering a letter indicating his resignation effective January 3, 2019 or by CSSAF DBN Holdings accepting to give the Board the responsibility of ensuring the issue is resolved amicably. Purely on this basis, the 4 NEDs wrote to resign their appointments immediately by emails to the Company Secretary to allow the 2 shareholders resolve the impasse
The action of the 4 NEDs had the desired purpose of forcing the key shareholders, with the intervention of the CBN, to resolve the impasse. The CEO eventually wrote the letter indicating he would resign from the bank effective January 3, 2019. This letter was written on Diamond bank corporate letter head, addressed to the CBN Governor and forwarded to the Bank Chairman (who had purportedly resigned.). With the letter and the substantive matter seemingly resolved, the 4 NEDs, after tremendous pressure by all parties concerned to rescind their resignation including the representatives of CSSAF DBN Holdings, Kunoch Limited and the CEO himself, on Sunday October 21 2018 sent emails to the Company Secretary notifying her of their decision to rescind their resignation given that the impasse had been resolved.
Another positive and significant outcome was the delivery, by the majority shareholder, of its intent to inject further capital into the bank since their condition that the CEO be removed had been met (by his resignation notice)
The CEO then called for an emergency board meeting on Monday October 22, 2018 to request a mandate for the CEO and executive management to review and conclude on a potential strategic merger as an option for recapitalization. The company secretary sent formal notices to all the 13 board members and all 13 board members (including the 4 NEDs who had previously and purportedly resigned and rescinded their resignation) were on the call. It was most disturbing when the CEO, who was on his way out, vigorously sought exclusive powers to negotiate and conclude the terms for the alleged acquisition of Diamond Bank by Access Bank, a development that had never been tabled before the Board, and which, (if and whenever received) like other expressions of interest, should be subjected to objective evaluation by the Board and its Advisers. This sought mandate was not given to the CEO for the reasons stated above.
The CEO’s resignation letter was also discussed and the CEO stated his preference thatthe letter be regarded as a private letter and excluded from board minutes.
The Chairman stated that given the implications of its content for the bank which had been discussed by the Board, it had to be included in Board minutes. Immediately after the meeting the Chairman sought the legal advice of the Company secretary who confirmed that given the NSE listing rules, the letter was material and the NSE should be formally notified. The Chairman then asked the Company Secretary and the Chairman of the Board Governance and Personnel Committee to review the Rules, following which the Company Secretary was to proceed in compliance them. The further action of the CEO on October 24th truncated this process and as of writing, the minutes of the October 22nd meeting have not been circulated and it is not certain if the bank has formally notified the NSE of the CEO’s impending resignation on January 3rd 2019.
The strategic option was again referred to the Capital-Raising Committee, which met immediately after the board call; the committee is made of 4 NEDs and 3 Executive Directors (including the CEO).
The Capital-Raising Committee agreed to consider 5 Advisers. It was further agreed that the Terms of Reference would be drafted by one of the members and the Advisers were to be contacted within 48 hours of the meeting.
It came as a total surprise to all the NEDs of the bank to read in the media on October 24th that 4 NEDs had resigned to create room for a potential investor planning to invest in the bank. This was patently untrue. These deceptive and invalid media stories have amplified in volume and tone, with the latest being a convenient and self-serving story in the November 12th, 2018 edition of The Nation newspaper, wherein the position long canvassed by the outgoing CEO was portrayed as the position of the Board and Bank.
For emphasis, the Board has never received any expression of interest by Access Bank for any form of merger or acquisition involving both Diamond Bank and Access Bank. If and when that is received, our principled position remains that the criteria must be defined by the Board; all valid and competent interests objectively assessed, and a determination made in the transparent and fiduciary cause of protecting and preserving the legitimate interests of the shareholders, depositors, staff, and other stakeholders of the bank.
Further to this media article, on October 25th the CEO further sent letters to the 4 NEDs purporting to accept their resignation. The Company Secretary also posted a notification of the resignation of the 4 NEDs on the NSE issuers’ portal and finally the CEO sent a letter from the CBN which was addressed to him and in which the CBN accepted the resignation of the 4 NEDs and instructed the CEO to find replacements.
Since then there have been media reports with varying renditions of the facts.
This letter has been necessitated by the following:
The seeming lack of regulatory / procedural clarity regarding the purported resignation of four directors to which it is important that the three regulators; CBN, SEC and NSE jointly or severally make a pronouncement directly to the bank on these matters having now been apprised of the facts in the foregoing and other consultation they may have had.
The need to maintain corporate governance in the bank and protect the interest of all the shareholders of the bank.
Our Prayers
That all regulatory bodies copied in this letter objectively review the foregoing and address this matter promptly in a manner that restores confidence not only in Diamond bank as an entity but in the financial system as a whole.
That the said regulatory bodies continue to support the Board of Diamond Bank in discharging its fiduciary responsibility in protecting the interests of all shareholders and stakeholders.
That the Board be allowed to convene the Board strategic meeting as planned for Q4 2018 to discuss the above matters and decide the way forward.
We trust that at this particularly crucial time, the Central Bank of Nigeria and indeed all the regulatory bodies copied in this letter will take necessary steps to prevent the manifest erosion of corporate governance in any bank, as this could very easily have negative and far reaching systemic effects.
Yours Sincerely,
SEYI BICKERSTHETH
CHAIRMAN, DIAMOND BANK PLC
cc:
· President, Nigerian Stock Exchange
· Director General, Securities and Exchange Commission
· Chairman, CSSAF DB Holdings
· Chairman, Kunoch Limited
· Chairman, African Capital Alliance
Banking
CBN, Fagbemi Express Fears Over Rising MDAs’ Judgement Debts
By Adedapo Adesanya
The Central Bank of Nigeria (CBN) has joined the Attorney General of the Federation (AGF) and Minister of Justice, Mr Lateef Fagbemi (SAN) to raise an alarm over increasing judgment debts against Ministries, Departments and Agencies (MDAs) of the federal government.
The parties expressed this concern while speaking in Abuja at the 2024 roundtable with legal advisers of MDAs.
The apex bank disclosed that in 2015, the number of cases stood at 441, adding that this has since increased exponentially in terms of volume to 1,629 and also in financial value since then.
Among major concerns was that the sporadic rise in judgment debts recovered through garnishee orders by the courts threatened the availability of funds for development in the country.
The Deputy Governor of the central bank for Corporate Services, Mr Bala Bello, traced the increase to the introduction of the Treasury Single Account (TSA) policy of the federal government in August 2015.
Mr Bala, who was represented by the Director for Legal Services at CBN, Mr Kofo Salam-Alada, said: “It is also pertinent to point out that prior to 2015 the number of cases stood at 441 and has since increased exponentially in terms of volume to 1629 and also in financial value, post-2015.
“Our inquisition on this development revealed that the upturn was a result of apathy by most MDAs towards adequately defending their cases in court, which in most cases will result in a judgement against the MDA”.
He stated that to address the issues, stakeholders must demonstrate a commitment towards the adoption of appropriate case management strategies and standardised practices across MDAs.
Mr Bala added that the purpose of the roundtable was to jointly come up with solutions to tackle the disturbing situation.
“We all know that our country Nigeria is faced with dwindling income and escalating expenditure. This also makes it imperative for us all to put on our thinking caps and participate actively in this session in order to safeguard the limited resources available to the country.
“The CBN remains committed to playing its role as banker and providing economic and financial advice to the federal government,” he added.
On his part, the AGF in his speech expressed happiness with the CBN, particularly the legal department of the bank for the initiative and collaborative efforts with the Federal Ministry of Justice to rescue government agencies from mountains of judgement debts.
“Let me reiterate that as legal advisors to the government, we play a pivotal role in shaping the legal landscape of our nation, safeguarding the state’s assets, avoidance of undue embarrassment to government, and ensuring the smooth functioning of public services.
“Our work touches every facet of public life, from reviewing and rendering appropriate and sound legal advice to defending the government’s interests in court. It is important to note that the quality of our work directly impacts the effectiveness and legitimacy of government actions.
Mr Fagbemi, who spoke through the Solicitor General of the Federation and Permanent Secretary, Federal Ministry of Justice, Mrs Beatrice Jedy-Agba, stressed the importance of providing exceptional legal services by approaching each case with diligence, professionalism, high ethics, integrity, and commitment to upholding public policy.
“Let me use this opportunity to state that the government will no longer condone instances of liability arising from compromises, lack of diligent prosecution/defence of cases, or sheer incompetence exhibited by attorneys acting on behalf of the government.
“While we will take measures to recognise and reward diligence, we will not hesitate to apply appropriate sanctions to officers who have failed to live up to the ethics of both the profession and the public service”, he added.
Banking
Zenith Bank Expands Global Footprint With New Branch in Paris
By Aduragbemi Omiyale
A new branch of Zenith Bank Plc has been opened in Paris, the capital of France, by the United Kingdom subsidiary of the Nigerian lender.
This followed the granting of the final approval by France’s banking regulator, the Autorité de Contrôle Prudentiel et de Résolution (ACPR), in September 2024, allowing the branch to commence operations.
Earlier in November 2023, Zenith Bank strengthened ties with France by signing a Memorandum of Understanding (MoU) with the French Government to establish a subsidiary in France.
The MoU was signed in Lagos by the Founder and Chairman of Zenith Bank Plc, Jim Ovia, CFR, and the French Minister for Trade, Attractiveness and French Nationals Abroad, Mr. Olivier Becht during the French envoy’s visit to Nigeria.
The chief executive of Zenith Bank, Ms Adaora Umeoji, described the opening of the branch as “part of the broad strategy of the bank to extend its footprints across the major global financial centres and our efforts at following our customers’ businesses.”
“[The] Paris branch opening underpins the need to serve our customers and bolster trade and finance relationships between our customers in France and other countries. Zenith Bank’s expansion into France is a very strategic move as Nigeria accounts for 20 per cent of France’s trade with Sub-saharan Africa according to the Franco-Nigeria Chamber of Commerce and Industry (FNCCI).
“Having successfully dominated large parts of Anglophone Africa, we will leverage Zenith Bank Paris operations to lead the Francophone market starting from the Ivory Coast and Cameroun where we will be establishing subsidiaries very soon.
“This will facilitate business and trade flows between the African region and France, which is a major business partner to several African countries,” she said.
Also speaking at the opening of the branch on Wednesday, November 27, 2024, at 21 Rue de la Paix, Paris, the Minister of Finance and Coordinating Minister of the Economy, Mr Wale Edun, said, “I feel that one of the dividends of building trust for Nigerian institutions around the world is this event today, the opening of Zenith Bank in Paris.
“The presence of Zenith here can only help to engender trust of the French business community. They can learn about the opportunities in Africa, and of course, entry into Nigeria can be facilitated. We are happy and we are glad that we are all here to participate in this historic occasion.”
Banking
Stanbic IBTC Bank Introduces Senior Citizens Account
By Modupe Gbadeyanka
A bank account targeted at Nigerians who are 50 years and above known as Senior Citizens Account has been introduced by Stanbic IBTC Bank.
Senior Citizens Account is an all-encompassing banking solution designed to meet the immediate and long-term financial needs of individuals approaching retirement or those already in their retirement phase.
The package comprises comprehensive features such as zero account opening balance, zero account maintenance fee, free debit card and chequebook, health insurance and telemedicine, wills service and funds management.
Stanbic IBTC Bank described it as an innovative solution exclusively designed for customers in the age category and is expected to serve over 15 million Nigerians estimated to be within this age range, according to Index Mundi.
Through this very thoughtful banking service for the elderly, the financial institution can provide tailored financial services solutions that meet the special needs of this unique clientele.
According to the chief executive of the lender, Mr Wole Adeniyi, it is an excellent opportunity for people who are nearing retirement to consolidate their banking needs, investment management, and wealth transfer across generations and for retirees who rely on Stanbic IBTC Pension Managers to manage their pension funds, to also use Stanbic IBTC Bank to receive their gratuity payments while enjoying excellent benefits.
He said the Senior Citizens Account aims to provide people in their 50s and older with essential support and services, ensuring their financial well-being and stability.
Senior Citizens Account is not just another banking product; it represents a paradigm shift towards creating a banking experience that significantly enhances its users’ lifestyles.
It is crafted to offer senior citizens a sense of financial security, unparalleled convenience, and an improved sense of well-being.
This commitment to exceeding customers’ expectations is further demonstrated by the bank’s initiative to introduce cutting-edge features aimed at making banking services more accessible and convenient.
The financial institution has substantially improved its technical infrastructure, reducing system downtime from 3 per cent to a mere 0.5 per cent.
This reduction in downtime confirms its dedication to providing reliable and uninterrupted service, ensuring that customers’ banking experiences are smooth and hassle-free.
Through these initiatives, Stanbic IBTC Bank reaffirms its commitment to innovation and customer satisfaction, aiming to bridge the gap between modern banking and the evolving needs of the ageing population.
By developing products like the Senior Citizens Account, the Bank addresses a previously overlooked market segment and sets new standards in offering tailored financial solutions that contribute to their overall quality of life.
For individuals interested in discovering more about Vitality Plus and the enrollment process, information is readily available at www.stanbicibtcbank.com or at any Stanbic IBTC Bank branch nationwide. This initiative is part of Stanbic IBTC Bank’s ongoing efforts to refine and adapt its services to meet the evolving needs of its customers better, ensuring that every client, regardless of age, has access to top-tier banking solutions that reflect their lifestyle and aspirations.
-
Feature/OPED5 years ago
Davos was Different this year
-
Travel/Tourism8 years ago
Lagos Seals Western Lodge Hotel In Ikorodu
-
Showbiz2 years ago
Estranged Lover Releases Videos of Empress Njamah Bathing
-
Banking6 years ago
Sort Codes of GTBank Branches in Nigeria
-
Economy1 year ago
Subsidy Removal: CNG at N130 Per Litre Cheaper Than Petrol—IPMAN
-
Banking2 years ago
First Bank Announces Planned Downtime
-
Sports2 years ago
Highest Paid Nigerian Footballer – How Much Do Nigerian Footballers Earn
-
Technology4 years ago
How To Link Your MTN, Airtel, Glo, 9mobile Lines to NIN