The stage is set for a high-stakes showdown at FBN Holdings Plc as a group of shareholders, wielding 10% of the company’s shares, has formally demanded an Extraordinary General Meeting (EGM).
ThisDay reports that their aim is to unseat the bank’s Chairman, Mr. Femi Otedola, and his ally, Mr. Julius B. Omodayo-Owotuga, a deputy chief executive of Geregu Power Plc. The demand, made under Section 215(1) of the Companies and Allied Matters Act (CAMA), places FBN Holdings on a 21-day countdown to address one of the most dramatic power struggles in Nigeria’s financial sector.
At the heart of the crisis is an explosive mix of allegations, personal ambitions, and questions about governance that have left the 129-year-old institution embroiled in controversy.
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Femi Otedola’s journey to the chairmanship of FBN Holdings is now being dissected with forensic scrutiny. Shareholders allege his rise was orchestrated by former Central Bank of Nigeria (CBN) Governor Godwin Emefiele, who purportedly paved the way for Otedola’s significant share acquisition. The story is said to have begun with a private meeting at Emefiele’s Ikoyi residence, where former First Bank CEO, Dr. Adesola Adeduntan, was instructed to cooperate with Otedola’s takeover plan.
What followed, shareholders claim was a carefully curated strategy to dismantle opposition and establish an unchallenged hold over the bank. Key figures, including Adeduntan, former Chairman Tunde Hassan-Odukale, and others, were removed or sidelined in favor of individuals allegedly loyal to Otedola. The appointment of Mr. Olusegun Alebiosu as Managing Director, despite his poor performance in the recruitment process, and the controversial influence of Mr. Akin Akinfemiwa, a non-executive director, are presented as evidence of Otedola’s consolidation of power.
Private Placement or Power Play?
One of the most contentious issues fueling the crisis is a proposed N360 billion private placement of shares. Many argue that the private placement would disproportionately benefit Otedola, giving him unassailable control of the bank.
“This isn’t about raising capital; it’s about control,” a concerned shareholder was quoted as saying.
Calls for a public offer or rights issue, which would allow broader participation and mitigate concerns over dominance, have been met with resistance. Shareholders fear that the private placement, combined with Otedola’s existing influence, could turn the institution into a personal fiefdom.
Allegations of Past Mismanagement
Otedola’s critics are not stopping at his current maneuvers. They point to his past, citing instances where he was associated with the collapse of financial institutions burdened by non-performing loans. These loans, later absorbed by the Asset Management Corporation of Nigeria (AMCON), have raised questions about Otedola’s “fit and proper” status to lead a financial institution of First Bank’s stature.
“He couldn’t have passed the basic integrity tests without influence from Emefiele,” said one of the dissenting shareholders.
A Bank in Turmoil
The fallout from Otedola’s leadership has reportedly extended to the bank’s operations and staffing. In a sweeping restructuring effort, nearly 100 senior staff members were laid off, a move some see as an attempt to purge opposition and install loyalists.
The dismissal of Group Head Folake Ani-Mumuney, allegedly for hosting a send-off event for Adeduntan, and the removal of journalist Ms. Ijeoma Nwogwugwu from a non-executive role at a subsidiary, have been highlighted as examples of Otedola’s hands-on—and heavy-handed—approach to governance.
“Since when does a non-executive chairman of a holding company dictate operational decisions within the bank?” one industry insider asked.
The Shareholding Dispute
Adding to the crisis is the battle over shareholding. While FBN’s 2023 audited accounts list Otedola as the largest single shareholder with a 9.41% stake, recent data from the Central Securities Clearing System (CSCS) and the bank’s registrars show Barbican Capital, affiliated with Oba Otudeko’s Honeywell Group, holding a 15.01% stake. This discrepancy has led to a legal challenge from Barbican Capital, alleging misrepresentation of shareholding in official reports.
The Role of Regulators
As the shareholders’ demand for an EGM gains momentum, attention turns to the Securities and Exchange Commission (SEC) and the Central Bank of Nigeria (CBN). Both regulators will play critical roles in determining whether the EGM proceeds and what actions might follow if the shareholders succeed in their bid to remove Otedola.
This crisis transcends personalities and extends to the broader issues of corporate governance, regulatory oversight, and the future of Nigeria’s banking sector. For shareholders and stakeholders, the fight at FBN Holdings is not just about who leads but about preserving the integrity of one of the country’s most iconic institutions.
The coming weeks will reveal whether Otedola’s critics can muster the support needed to unseat him or if his grip on the bank will tighten further, reshaping First Bank into a new, controversial chapter of its storied history.