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Court stops sacked board from running disputed pension firm

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The sacked chairman of the Board of First Guarantee Pension Limited (FGPL), Orlando Ojo, and his Vice, Chidi Duru, cannot continue to run the affairs of the company, the Appeal Court has ruled.

Messrs Ojo and Duru, who were removed as directors and members of the Board of Directors of FGPL on July 21, 2011 over alleged “infractions in the operations of the company” continued to insist on running the affairs of the company, including appointment of its legal counsel.

But, on March 26, the judge, Abdu Aboki, of the Court of Appeal, Abuja, in his ruling “discountenanced” the March 30, 2017 application by Mr Ojo’s FGPL Board notifying the court of its intention to change its legal counsel and service address.

The ruling, which was confirmed by two other justices, Emmanuel Agim and M. Mustapha, equally “discountenanced” any legal processes filed by Jude Okey & Partners, the law firm appointed by the Ojo-led Board to represent FGPL against National Pension Commission (PENCOM).

BACKGROUND

Following the alleged infractions in the operations of FGPL, PENCOM had exercised its regulatory authority on July 21, 2011 by compelling Messrs Ojo and Duru to resign their positions as executive Chairman and Vice Chairman of the Board of the company respectively.

The former officials were accused of invading the company premises on January 11, 2011 and making away with vital documents.

On August 12, 2011, an Interim Management Committee (IMC), consisting Issa Aremu (Chairman), Johnny Ojeaga (director) and Chima Akalezi (MD/CEO), was appointed.

The committee was charged with the responsibility of running the affairs of the company till when its shareholders would meet to reconstitute the Board of Directors.

OJO, DURU SUE

However, the Ojo-led FGPL Board had dragged PENCOM to the Federal High Court in Abuja to contest their removal from office.

On July 18, 2012, D.U Okorowo delivered a judgement restraining PENCOM from further interfering in the operations of the company, particularly removing its directors.

The Commission not only appealed against the judgement, it received a stay of execution order by a judge, G.O. Kolawole of the Federal High Court, Abuja.

Equally, PENCOM, through Olabisi Soyebo, a Senior Advocate of Nigeria (SAN) of Abdulahi Ibrahim & Co., filed a separate appeal challenging the judgement.

On May 19, 2015, the Court of Appeal in Lagos ruled that having been removed as a director of FGPL, Mr Ojo lacked the competence and legal authority to appoint legal counsel for the company. On April 5, 2017, the appeals were consolidated and adjourned.

To represent the FGPL, the IMC appointed a new legal counsel, George Ukaegbu, to take over the legal representation of the company at the federal and appeals courts.

IMC CONTESTS CHANGE OF COUNSEL

On December 21, 2017, Mr Ukaegbu filed a motion on notice on behalf of the IMC dated December 19 requesting the court to set aside a notice by the Ojo-led Board of FGPL for a change of counsel and address of service.

The notice filed by the Board was for the change of legal counsel from St. Dominic & Company, appointed by the IMC to Jude Okey & Partners.

But, the IMC challenged the action and denied appointing the law firm of Jude-Okey & Partner to represent the company in those capacities.

The new legal counsel appointed by the committee, Mr Ukaegbu told the court the March 30, 2017 legal process filed by the Ojo-led Board of FGPL was improper and defective.

He said Mr Ojo who signed the notice of appeal was not valid, having resigned or removed as Chairman of the Board of Directors of FGPL by PENCOM since July 21, 2011.

Having ceased to be the Chairman of the company, Mr Ukaegbu argued the Ojo-led FGPL lacked the powers to appoint a legal counsel or commence legal actions in the company.

Besides, the committee said PENCOM had on August 12, 2011 replaced the former Board of the company with an interim management committee.

Mr Ukaegbu’s application was accompanied with a 24 paragraph affidavit containing a letter that conveyed Mr Ojo’s notice of removal from the Board of the FGPL.

Besides, the affidavit also contained a letter from PENCOM sent to the Registrar General of the Corporate Affairs Commission introducing the IMC of the company, along with committee’s resolution appointing Funmilayo Oluwo as the company secretary.

The affidavit of fact by some shareholders acknowledged the IMC as the only authorised management of the company.

The document also noted that Mr Ojo and his deputy, Mr Duru, were not connected with the management, running and supervision of the company since removal from office in 2011.

APPEAL COURT RULES

On March 26, 2018, Mr Aboki upheld all IMC’s requests in its appeal of July 21, 2011 and granted the prayers to set aside the notice of change of counsel and address of service.

The judge also set aside all processes filed on behalf of FGPL by the law firm of Jude-Okey & Partners in appeal No. CA/A/428/2012 pursuant to the notice.

When PREMIUM TIMES contacted Mr Ukaegbu for . over the ruling, he said he had none.

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