Shareholders remove Goodie Ibru as Ikeja Hotel chairman

SHAREHOLDERS of Ikeja Hotel Plc, yesterday, unanimously removed Goodie Minabo Ibru as the chairman of the company.

In his place, the Managing Director of Bank of Industry, Rasheed Olaoluwa was elected interim chairman.

Ibru’s removal, was part of the resolutions approved by the shareholders at their Extra-Ordinary General Meeting (EGM) held at Sheraton Hotel, Ikeja, Lagos.

  

Other resolutions approved at the meeting included the appointment of Messrs Olumide Braithwaite and Tunde Sarumi as directors of the company and the appointment of KPMG Nigeria Plc for the forensic auditing of the company from 1999 to 2014.

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KPMG also secured the mandate to check on the share register and verification of the funding and payment of shares amounting to two per cent or more.

   

The meeting did not, however, commence without drama as the management of Sheraton Hotel, Ikeja, at the behest of Goodie Ibru, locked out the shareholders, who had thronged the booked venue for the meeting.

But the determined shareholders eventually gathered just by the perimeter fence of the hotel, outside the gate, to hold the meeting.

    

Those made to stand the ordeal included the aged, who however, resolved to cope with the unsavoury condition, to exercise their rights at the meeting.

The shareholders held the EGM sequel to an earlier court order arising from an ex parte motion forcing the company to hold the meeting on January 6, 2015 at the Sheraton Hotel.

The former chairman, Goodie Ibru was said to have got an ex parte injunction from the Federal High Court Abuja, restraining the stakeholders from calling the EGM. The order was, however, neither served on the directors nor was any substituted service order given before its publication. 

Besides, the shareholders viewed the counter court order as ineffective, as it was not given by a superior court.

According to the shareholders, Section 240, sub Section 1 of Companies and Allied Matters Act (CAMA) of 1990 stipulates that if the chairman or any board member decide to absent himself, if no such chairman is present within one hour or is unwilling to act, the directors present can elect one to be chairman of the meeting.

If at any meeting no director is willing to act as chairman or if no director is present within one hour after the time appointed for holding the meeting, the members present shall choose one of their members to be chairman of the meeting.

Goodie Ibru was removed as the chairman by holders of 53.34 per cent of the total issued shares of 2,078,796,399.

 Olaoluwa, Interim chairman, described what happened as corporate governance in action. 

  ‘‘It is exercising the powers of shareholders to effect transition. What has happened here is an indication that CAMA has sufficiently empowered shareholders to take decisions where directors have turned their back against the interest of the stakeholders.’’

   

According to him, what has happened is that shareholders have not been given the benefits of their investments for a long time.     “Because the business was grossly mismanaged, the shareholders have decided that enough is enough. BoI is one of the shareholders and we cannot sit back and watch our investment being mismanaged.”

He added that it does not mean that the shareholders have not been asking questions. “I am on the board of this company and I have attended one-third of the meetings and it was a sham. It is not something that you can call a board meeting. I have attended several board meetings more than 10 years in Nigeria and abroad. What I saw was not a board meeting.”

He added that there was a court order obtained in a Federal High Court, Lagos approving the extra ordinary general meeting. “If anybody is opposed to the court order, the person should have gone to the Court of Appeal. “You don’t go to Abuja to go and procure an illegal injunction. 

  “As far as CAMA is concerned, any shareholder that has 51 per cent interest can remove anybody from the board. This decision is final, according to the law and it is in the best interest of the shareholders and investors.”

 New director Olumide Braithwaite described the drama that happened before the meeting as unfortunate in a democratic country like Nigeria.

 He said: “This is a clear abuse of court process. I am a lawyer of 23 years standing. You have an interim order by Federal High Court in Lagos dated December 16, 2014 stating that the meeting of today (yesterday) is properly valid in law. 

   “And the other party ran to Abuja Federal High Court and procured another order which does not in any way invalidate this order, because this order is still subsisting. It has not been vacated; the only way this order can be vacated is by a court of superior jurisdiction. That is either a Court of Appeal or the Supreme Court.”

  Also, the General Secretary, Independent Shareholders Association of Nigeria,  Adeleke Adebayo said: “What is happening here today is very interesting. The day shareholders wake up to demand for accountability on the part of their trustees who are the directors, that is when they begin to get value for their investment and that is what you are seeing. We have been very passive over the years. 

   “The frustrations on the part of shareholders that they have not gotten commensurate value for their investment for so long has triggered this incident. People are simply demanding for a restructuring of the board and for more accountability. There is a lot of issues in Ikeja Hotel which ought to be addressed. Do you know that some key investors aligned with the retail shareholders, to show you the enormity of this case? 

    “For the past six years, no dividend has been paid. In this EGM, KPMG has been appointed to carry out forensic audit based on what has been happening to the company over the years. We want to act with the professional report.” 

  According to him, there was a court order obtained earlier in the month of December 2014 to convene this meeting.  The shareholders are resident mostly in Lagos. All the principal actors are residents in Lagos. The residence of the business is in Lagos. Somebody now went to Abuja to get another injunction. That injunction that he even got does not vacate injunction that exists. It does not say that this meeting should not hold.

    “This is just to intimidate and harass shareholders. And you don’t use your position to jeopardise the interest of the entire business. Because what happens if the person concerned is not in control of the premises?  There is a hall inside this hotel. It is part of the business. The hall has been paid for. The money was collected and a receipt was issued. People wanted to enter the place to hold the meeting and you denied them access. Tell me the meaning of advance fee fraud. 

  The President, Nigerian Solidarity Shareholders Front, Timothy Adesiyan said:  “We are rescuing this company from the hands of a cabal. We are legally authorised to hold this meeting. We want to remove the virus that is eating deep into this company. 

   The President, Progressive Shareholders Association of Nigeria, Boniface Okezie said: “For the past six years, no dividend. We only received 10 kobo dividend in 2009 which was paid in 2010 and Goodie occupied the whole eighth floor. Let them give way so that we run this company to profitability. 

  “We want a change, the company must be salvaged from this mess.  For the past five years, no returns, even the people that contributed immensely to the growth of the company, you did not put them on the board. We have three companies as subsidiaries but they refused to pay dividend.

  “Our percentage is about 68 per cent of the total holding while 6.7 per cent is his own percentage and corporate governance does not permit him to be executive chairman of the public liability company.

    “We are at a stage where there is no hope here. If we hold this meeting, the views of the majority will supercede his own. He ran to Abuja to get a counter injunction. We have a superior legal authority to hold this meeting.

   “He violated the law, he should have taken a path of honour by resigning. We have advised him to resign as we didn’t know how long we would continue to suffer. Since 2009, no capital appreciation. Because the company was being stage-managed.  IHL Securities takes 10 per cent of the total turnover of the company every year and the money is not being reported to the account of the hotel,” he added.

     The National President, Constance Shareholders Association of Nigeria, Shehu Mikail blamed the judiciary for the development.

    Mikail stressed the need for synergy within the judiciary, in the interest of the economy and the country as a whole.

   He said that an Abuja High Court could not have granted an injunction to a meeting approved by the Lagos High Court, if the nation’s judiciary system was sound.

   “We want a better management that will protect the interest of minority shareholders, so that we will start receiving dividends,” Mikail added.

shareholders of Ikeja Hotel Plc, yesterday, unanimously removed Goodie Minabo Ibru as the chairman of the company.

   In his place, the Managing Director of Bank of Industry, Rasheed Olaoluwa was elected interim chairman.

  Ibru’s removal, was part of the resolutions approved by the shareholders at their Extra-Ordinary General Meeting (EGM) held at Sheraton Hotel, Ikeja, Lagos.

   Other resolutions approved at the meeting included the appointment of Messrs Olumide Braithwaite and Tunde Sarumi as directors of the company and the appointment of KPMG Nigeria Plc for the forensic auditing of the company from 1999 to 2014.

   KPMG also secured the mandate to check on the share register and verification of the funding and payment of shares amounting to two per cent or more.

   The meeting did not, however, commence without drama as the management of Sheraton Hotel, Ikeja, at the behest of Goodie Ibru, locked out the shareholders, who had thronged the booked venue for the meeting.

   But the determined shareholders eventually gathered just by the perimeter fence of the hotel, outside the gate, to hold the meeting.

    Those made to stand the ordeal included the aged, who however, resolved to cope with the unsavoury condition, to exercise their rights at the meeting.

   The shareholders held the EGM sequel to an earlier court order arising from an ex parte motion forcing the company to hold the meeting on January 6, 2015 at the Sheraton Hotel.

   The former chairman, Goodie Ibru was said to have got an ex parte injunction from the Federal High Court Abuja, restraining the stakeholders from calling the EGM. The order was, however, neither served on the directors nor was any substituted service order given before its publication. 

   Besides, the shareholders viewed the counter court order as ineffective, as it was not given by a superior court.

    According to the shareholders, Section 240, sub Section 1 of Companies and Allied Matters Act (CAMA) of 1990 stipulates that if the chairman or any board member decide to absent himself, if no such chairman is present within one hour or is unwilling to act, the directors present can elect one to be chairman of the meeting.

 •If at any meeting no director is willing to act as chairman or if no director is present within one hour after the time appointed for holding the meeting, the members present shall choose one of their members to be chairman of the meeting.

  Goodie Ibru was removed as the chairman by holders of 53.34 per cent of the total issued shares of 2,078,796,399.

   Olaoluwa, Interim chairman, described what happened as corporate governance in action. 

    ‘‘It is exercising the powers of shareholders to effect transition. What has happened here is an indication that CAMA has sufficiently empowered shareholders to take decisions where directors have turned their back against the interest of the stakeholders.’’

   According to him, what has happened is that shareholders have not been given the benefits of their investments for a long time.     “Because the business was grossly mismanaged, the shareholders have decided that enough is enough. BoI is one of the shareholders and we cannot sit back and watch our investment being mismanaged.”

   He added that it does not mean that the shareholders have not been asking questions. “I am on the board of this company and I have attended one-third of the meetings and it was a sham. It is not something that you can call a board meeting. I have attended several board meetings more than 10 years in Nigeria and abroad. What I saw was not a board meeting.” 

   He added that there was a court order obtained in a Federal High Court, Lagos approving the extra ordinary general meeting. “If anybody is opposed to the court order, the person should have gone to the Court of Appeal. “You don’t go to Abuja to go and procure an illegal injunction. 

   “As far as CAMA is concerned, any shareholder that has 51 per cent interest can remove anybody from the board. This decision is final, according to the law and it is in the best interest of the shareholders and investors.” 

   New director Olumide Braithwaite described the drama that happened before the meeting as unfortunate in a democratic country like Nigeria.

  He said: “This is a clear abuse of court process. I am a lawyer of 23 years standing. You have an interim order by Federal High Court in Lagos dated December 16, 2014 stating that the meeting of today (yesterday) is properly valid in law. 

   “And the other party ran to Abuja Federal High Court and procured another order which does not in any way invalidate this order, because this order is still subsisting. It has not been vacated; the only way this order can be vacated is by a court of superior jurisdiction. That is either a Court of Appeal or the Supreme Court.”

  Also, the General Secretary, Independent Shareholders Association of Nigeria,  Adeleke Adebayo said: “What is happening here today is very interesting. The day shareholders wake up to demand for accountability on the part of their trustees who are the directors, that is when they begin to get value for their investment and that is what you are seeing. We have been very passive over the years. 

   “The frustrations on the part of shareholders that they have not gotten commensurate value for their investment for so long has triggered this incident. People are simply demanding for a restructuring of the board and for more accountability. There is a lot of issues in Ikeja Hotel which ought to be addressed. Do you know that some key investors aligned with the retail shareholders, to show you the enormity of this case? 

    “For the past six years, no dividend has been paid. In this EGM, KPMG has been appointed to carry out forensic audit based on what has been happening to the company over the years. We want to act with the professional report.” 

  According to him, there was a court order obtained earlier in the month of December 2014 to convene this meeting.  The shareholders are resident mostly in Lagos. All the principal actors are residents in Lagos. The residence of the business is in Lagos. Somebody now went to Abuja to get another injunction. That injunction that he even got does not vacate injunction that exists. It does not say that this meeting should not hold.

    “This is just to intimidate and harass shareholders. And you don’t use your position to jeopardise the interest of the entire business. Because what happens if the person concerned is not in control of the premises?  There is a hall inside this hotel. It is part of the business. The hall has been paid for. The money was collected and a receipt was issued. People wanted to enter the place to hold the meeting and you denied them access. Tell me the meaning of advance fee fraud. 

  The President, Nigerian Solidarity Shareholders Front, Timothy Adesiyan said:  “We are rescuing this company from the hands of a cabal. We are legally authorised to hold this meeting. We want to remove the virus that is eating deep into this company. 

   The President, Progressive Shareholders Association of Nigeria, Boniface Okezie said: “For the past six years, no dividend. We only received 10 kobo dividend in 2009 which was paid in 2010 and Goodie occupied the whole eighth floor. Let them give way so that we run this company to profitability. 

  “We want a change, the company must be salvaged from this mess.  For the past five years, no returns, even the people that contributed immensely to the growth of the company, you did not put them on the board. We have three companies as subsidiaries but they refused to pay dividend.

  “Our percentage is about 68 per cent of the total holding while 6.7 per cent is his own percentage and corporate governance does not permit him to be executive chairman of the public liability company.

    “We are at a stage where there is no hope here. If we hold this meeting, the views of the majority will supercede his own. He ran to Abuja to get a counter injunction. We have a superior legal authority to hold this meeting.

   “He violated the law, he should have taken a path of honour by resigning. We have advised him to resign as we didn’t know how long we would continue to suffer. Since 2009, no capital appreciation. Because the company was being stage-managed.  IHL Securities takes 10 per cent of the total turnover of the company every year and the money is not being reported to the account of the hotel,” he added.

     The National President, Constance Shareholders Association of Nigeria, Shehu Mikail blamed the judiciary for the development.

    Mikail stressed the need for synergy within the judiciary, in the interest of the economy and the country as a whole.

   He said that an Abuja High Court could not have granted an injunction to a meeting approved by the Lagos High Court, if the nation’s judiciary system was sound.

   “We want a better management that will protect the interest of minority shareholders, so that we will start receiving dividends,” Mikail added.

 

 

Source: The Guardian News