Their
views are likely to be advanced to shareholders by the company on
Monday at an extraordinary general meeting (EGM) at its headquarters in
the Togolese capital Lome to vote on governance reforms.
Several
current and former senior bank officials rejected the claim as false
and said it was an effort to divert attention from governance problems
which, they asserted, started once Tanoh became chief executive in
January 2013.
Ecobank
is divided over the leadership of Tanoh, an Ivorian who was vice
president of the World Bank's International Finance Corporation.
The
bank's main shareholder Public Investment Corporation of South Africa
said in a letter on Saturday Tanoh should be dismissed immediately,
accusing him of governance breaches and of failing to raise capital.
On
Feb. 13, the executives on Tanoh's top management team called for him
to step down to resolve a leadership crisis. Former directors Babatunde
Ajibade and Kolapo Lawson, who served on a board that now has 12
members, said criticism of Tanoh is rooted in fear by other senior
executives that his willingness to reform governance may expose past
problems.
In interviews, both men declined to spell out those alleged failures in detail.
But
Lawson said in a resignation letter dated Feb. 7 and seen by Reuters
that they stemmed from "the ETI public offering of 2008", which refers
to the bank's flotation on the Nigerian stock exchange.
ETI,
or Ecobank Transnational Incorporated, is the name of the bank group's
formal name. "The institution has an unfortunate legacy of executive
mismanagement that was deliberately and carefully concealed from the
board," said Ajibade's resignation letter, dated Feb. 6 and also seen by
Reuters. Ajibade is a corporate lawyer.
Ajibade
and Lawson said their concerns were first raised last Aug. 5 when Tanoh
presented an interim report to the board, spelling out possible
breaches prior to his tenure that he said needed to be investigated.
Evidence
of those purported breaches should emerge in a report by professional
services firm EY that was commissioned by the bank, Lawson told Reuters,
calling allegations against Tanoh that have occurred since that board
meeting a "smokescreen".
"There
was great resistance, and that resistance continues to this day. The
board doesn't want to release the results of the EY report," Lawson
said.
"They want to
get rid of him before the EGM," he added. An Ecobank spokesman declined
to comment. Tanoh was unavailable for comment, and has previously
declined to speak about the issues while investigations are ongoing.
INTERIM REPORT:
The
current and former senior officials dismissed Ajibade and Lawson's
claims and said governance standards were strictly upheld during the
tenure of previous CEO Arnold Ekpe.
The
former directors' views were merely an attempt to divert attention from
this fact, said the officials, who declined to be identified. Ekpe
declined to comment.
The
officials said Lawson's credibility on the matter was tarnished. Lawson
stood down as chairman in October, saying he did not want to preside
over the governance review, before sending his letter of resignation
from the board on Feb. 7.
In
2013, he owed Ecobank Nigeria roughly $10 million indirectly through
businesses he owned and a further 1.4 billion naira ($8.5 million) of
borrowings that was sold to Nigeria's so-called "bad bank", the Asset
Management Corporation of Nigeria (AMCON).
AMCON owns 8.09 percent of Ecobank stock. The debt portion owed to the bank has now been paid, Ecobank said.
In
a separate letter to Nigeria's Securities and Exchange Commission
(SEC), dated Jan. 20, Tanoh calls for further investigation of what he
called previous transgressions.
"Subsequent
to my assumption of office I became aware of improper financial
offences at ETI that have not been done in the best interest of
investors or the institution," said the letter, seen by Reuters.
It was not immediately possible to reach other board members. Top executives have declined repeated requests for comment.
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