The Tourist Company of Nigeria (TCN) has publicly asserted its right to remove Anthony Idigbe, SAN, and Abatcha Bulama from its board of directors, and to dismiss OOT Nominees Limited as company secretary. This follows a Securities and Exchange Commission (SEC) statement declaring resolutions passed at TCN’s Annual General Meeting (AGM), including the removal of Idigbe and Bulama, as null and void. TCN contends that the SEC has been misinformed about the status of Idigbe and Bulama, asserting they were never appointed to the TCN board by the SEC and that their tenure had expired.
The crux of the dispute lies in the initial appointment of Idigbe and Bulama as interim directors of Ikeja Hotel Plc (IHP) in 2015, a company in which TCN holds a significant stake. Their three-month appointments, overseen by the SEC, were part of a settlement agreement to address allegations of financial impropriety. Idigbe and Bulama were tasked with overseeing a forensic audit of IHP and its investee companies. However, they remained on the IHP board for over eight years, subsequently being nominated to the boards of both TCN and Capital Hotels Plc (CHP) by IHP, not the SEC as they claimed. TCN disputes the SEC’s assertion that they were directly appointed to TCN and CHP by the regulator, a claim TCN says Idigbe and Bulama themselves admitted was false in a witness statement filed in an ongoing lawsuit.
TCN alleges that Idigbe and Bulama, leveraging their extended and arguably unauthorized stay on the IHP board, used their positions to influence TCN and CHP affairs without holding any equity stake in these companies. TCN argues that their continued presence on the TCN board, coupled with Idigbe’s role through OOT Nominees Limited as company secretary, presented a significant conflict of interest and undermined corporate governance. The company accuses OOT Nominees, owned by Idigbe and his wife, of issuing misleading information to exempt both Idigbe and Bulama from the mandatory retirement and re-election process applicable to other directors. They further allege that OOT Nominees manipulated meeting minutes and withheld crucial information from the board.
Tensions escalated during a board meeting where Idigbe allegedly attempted to override legitimate requests from other directors, leading to a board vote that removed him as chairman. TCN clarifies that while Idigbe was removed as chairman, he was not removed as a director at that meeting. Subsequently, Erejuwa Gbadebo was appointed acting chairman. Following this, the company secretary, an employee of OOT Nominees, allegedly provided a biased account of the events, further demonstrating the inherent conflict of interest arising from the company secretary’s connection to Idigbe. The TCN board then voted to suspend OOT Nominees and appointed a new acting company secretary.
TCN highlights an ongoing lawsuit that challenges the SEC’s regulatory orders against TCN and IHP. The lawsuit contests the SEC’s intervention and seeks to prevent the regulator from interfering with the companies’ operations, including shareholders’ right to retire and re-elect directors at AGMs. TCN argues that its AGM, and the resolutions passed therein, were held in accordance with the court-ordered stay on the SEC’s directives.
In its concluding remarks, TCN underscores its commitment to upholding shareholder rights, regulatory transparency, and sound corporate governance. The company calls upon the SEC, now presented with what TCN considers the accurate version of events, to acknowledge the board’s actions as lawful and taken within its rights, particularly in light of existing court orders. TCN urges the SEC to adopt a collaborative approach that prioritizes truth, law, and due process in upholding corporate governance principles.
