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 business platform, Proshare Nigeria, published a letter purportedly written by the former Chairman of the bank, Mr Oluseyi, Bickerstheth, to key shareholders and stakeholders in 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 to take over Diamond Bank.
Already, the revelations made by the Chairman have 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 what happened a 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
By Aduragbemi Omiyale
The sum of N427.96 million has been disbursed to more than 1,000 enrollees as surplus by Noor Takaful Insurance Limited and Noor Health Limited.
The payment of surplus is a demonstration of gratitude, accountability, reflection, and celebration of promises made and kept.
At the 2024 Surplus Distribution and Claims Celebration Ceremony in Lagos on Tuesday, August 11, 2026, a total of 22 participants were given surplus payments by Noor Takaful, while 2 enrollees received surplus payments from Noor Health.
Some of the participants that received surplus payments included Jaiz Bank, Lotus Bank, Sterling Bank, The Alternative Bank, Payvantage Limited, Integrated Indigo Limited, Smadac Securities, and Taxaide Logistics.
At the event themed Promise Kept: Celebrating Takaful’s Commitment to Shared Reward, the chairman of Noor Takaful Insurance Limited, Ambassador Shuaibu Ahmed, explained that the company has proven over the years that surplus distribution is not a theoretical concept but a model that works in practice, as evidenced by its consistent payments to participants. He acknowledged that there is growing acceptance of Takaful, as it is increasingly recognised as a credible and established alternative to conventional insurance.
“At Noor, however, we believe it is more than just an alternative. We believe it is a better alternative. We say this because Takaful is built around values that are fundamental to how financial protection should work: equity, fairness, mutual responsibility, transparency, and shared benefit,” he said.
Also speaking at the event, the Vice Chairman of Noor Takaful Insurance Limited, Mr Aminu Tukur, stated that the 2024 surplus distribution was based on the performance of the participants’ risk pool after claims and other obligations had been settled.
Mr Tukur disclosed that the company had grown from a humble beginning of about 60 participants at its inception to approximately 4,000, noting that the company will continue to collaborate with regulators and other stakeholders to promote Takaful and deepen insurance awareness across Nigeria. He added that the company will mark 10 years of operations in 2027.
He explained further that since inception, the company has cumulatively paid N22 billion in claims to beneficiaries/participants, with General Takaful accounting for N7.4 billion and Family Takaful contributing N14.5 billion.
“Our role is to ensure proper management and administration of funds, which includes investments. Secondly, we have a responsibility to ensure that every genuine claim is paid on a timely and stress-free basis,” he stressed.
In his remarks, the chief executive of the National Insurance Commission (NAICOM), Mr Ayo Omosehin, who was represented by the Deputy Director, Insurance, Technical, NAICOM, Mr Usman Jankara, described the payment of surplus to participants as a practical demonstration of the values that define cooperation, shared responsibility, fairness, ethical conduct, and collective prosperity.
He stated that the distribution of surplus by Noor Takaful clearly demonstrates that participants are not merely purchasers of protection but contributors to a system built on cooperation and mutual benefit.
“This has sent a strong message that Takaful can create measurable value while remaining faithful to its ethical foundation,” he added.
Speaking on the recapitalisation exercise for insurance companies recently carried out by NAICOM, he stated that Takaful operators were exempted as they had undergone a similar exercise 4 years ago. According to him, there is no compelling need at the moment for recapitalisation of the Takaful segment of the insurance industry, as all the Takaful operators are well capitalised.
While commending the company for reaching the milestone and promoting participants’ education and engagement, he stressed that NAICOM would continue to support Takaful’s growth while ensuring proper regulatory oversight.
By Aduragbemi Omiyale
The transaction banking capabilities of Stanbic IBTC Bank have been improved with the upgrade of its software to FinnAxia® 9.0.
This was made possible through the collaboration between the financial institution and Nucleus Software, a leading provider of lending and transaction banking solutions.
The milestone reflects more than a decade of collaboration between both organisations in strengthening transaction banking capabilities and delivering enhanced value to corporate and institutional clients.
As customer expectations continue to evolve and businesses increasingly demand seamless, real-time and digitally enabled banking services, Stanbic IBTC Bank and Nucleus Software remain focused on leveraging technology to improve service delivery, enhance operational efficiency and support business growth.
The advancement to FinnAxia® 9.0 enhances Stanbic IBTC Bank’s transaction banking platform, strengthening its ability to deliver integrated payments, collections, liquidity management and cash management solutions.
The upgrade supports greater agility across operations, improves automation and connectivity, enhances digital experiences for customers, and provides a scalable foundation for future growth and innovation.
Across Africa, transaction banking is entering a new phase of transformation as businesses increasingly seek real-time payments, digital trade services, intelligent liquidity management and connected banking experiences.
Financial institutions are therefore investing in modern technology platforms that enable faster innovation while maintaining resilience, security and customer-centric service delivery.
The adoption of FinnAxia® 9.0 aligns with Stanbic IBTC Bank’s broader strategy of leveraging technology to create value for clients and maintain high standards of operational excellence.
“Our relationship with Nucleus Software has spanned a decade and forms part of our broader commitment to continuously strengthening the solutions and services we provide to clients.
“As transaction banking continues to evolve, we remain focused on investing in capabilities that help businesses operate with greater speed, visibility and confidence.
“The advancement to FinnAxia® 9.0 enhances our transaction banking platform and strengthens our ability to deliver innovative, efficient and customer-focused solutions in a rapidly changing environment,” the Executive Director of Corporate and Transaction Banking at Stanbic IBTC Bank, Mr Eric Fajemisin, stated.
Also speaking on the development, the Head of Transaction Banking at Stanbic IBTC Bank, Jesuseun Fatoyinbo, said, “Transaction banking today is about delivering intelligent, seamless and responsive experiences for customers. This enhancement further strengthens our ability to simplify customer journeys, improve operational efficiency and introduce new capabilities more rapidly. It reflects our continued commitment to supporting clients with solutions that evolve alongside their business needs and growth ambitions.”
Speaking on the milestone, the chief executive of Nucleus Software, Parag Bhise, said, “We value our long-standing relationship with Stanbic IBTC Bank and are pleased to support the Bank’s continued efforts to enhance its transaction banking capabilities.
“FinnAxia® 9.0 has been designed to help financial institutions respond to evolving customer expectations through improved automation, connectivity and operational efficiency.”
The advancement to FinnAxia® 9.0 represents the latest step in the ongoing collaboration between Stanbic IBTC Bank and Nucleus Software to strengthen transaction banking capabilities and deliver innovative solutions that support the evolving needs of businesses.
By combining Stanbic IBTC Bank’s customer-centric approach with Nucleus Software’s technology expertise, the partnership continues to drive greater efficiency, agility and value for corporate and institutional clients.
By Adedapo Adesanya
Standard Chartered has launched its ninth sub-fund under its Variable Capital Company (VCC) platform, partnering with Allianz Global Investors (AllianzGI) as the sub-manager to provide eligible clients with access to a gold-focused investment strategy.
The new Signature Select Enhanced Gold Income Fund combines exposure to gold with an enhanced income-generation strategy. The fund invests in gold exchange-traded funds (ETFs) and uses a covered call strategy to seek regular income while allowing investors to participate in the potential long-term appreciation of gold.
Standard Chartered said gold could help diversify investment portfolios because of its relatively low correlation with traditional asset classes and its potential to provide resilience during periods of geopolitical, monetary and market uncertainty.
The fund is available from this month to Accredited and Professional Investors across the Bank’s Priority, Priority Private and Private Banking segments in Hong Kong, Singapore, the United Arab Emirates, Jersey, Kenya and Nigeria. Taiwan is expected to be added later in 2026.
AllianzGI, which has more than 700 investment professionals globally as of March 31, 2026, will provide investment management expertise for the fund.
Its Global Multi Asset Team will be responsible for options selection and the day-to-day management of the portfolio, drawing on its experience in portfolio construction, derivatives implementation, risk management and multi-asset investing across different market cycles.
Mr Sumeet Bhambri, Global Head, Advisory and Managed Investments, Wealth Solutions, Standard Chartered, said the partnership with AllianzGI would strengthen the bank’s latest VCC fund and provide clients with a differentiated investment strategy.
“As clients seek greater diversification amid an increasingly uncertain market environment, the fund provides access to a differentiated strategy that combines gold’s portfolio diversification benefits with enhanced income potential,” Mr Bhambri said.
He added that the launch reflected Standard Chartered’s commitment to expanding its wealth platform through strategic partnerships and delivering innovative investment solutions to clients.
On his part, Mr Marc Gualandi, Head of Global Banks at Allianz Global Investors, said the fund was designed to give investors exposure to gold’s long-term value proposition while generating income through an active options strategy.
“We believe gold can play an important role as a long-term allocation within a well-diversified portfolio,” Mr Gualandi said.
He said AllianzGI would leverage its expertise in income strategies, portfolio construction and risk management to help investors pursue income and long-term portfolio resilience.
Standard Chartered established its VCC platform in June 2024 to combine the expertise of leading fund managers with its global asset-class specialists and provide clients with access to customised investment strategies.
The latest launch brings the total number of sub-funds on the platform to nine and marks Standard Chartered’s fourth fund launch in 2026.
