The leadership of FBN Holdings, one of Nigeria’s most prestigious financial institutions, is facing a storm of controversy as shareholders move to remove its Chairman, Femi Otedola, alongside non-executive director Mr. Julius B. Omodayo-Owotuga. At the heart of the crisis is a demand for an extraordinary general meeting (EGM) within 21 days, as mandated by section 215 (1) of the Companies and Allied Matters Act (CAMA).

This move, spearheaded by aggrieved shareholders, raises critical questions about corporate governance, power consolidation, and the future of Nigeria’s oldest banking institution.

The Allegations Against Otedola

Shareholders accuse Femi Otedola of consolidating power within FBN Holdings since his emergence as Chairman in January 2024. His rise to the helm followed his acquisition of significant shares, a development allegedly influenced by former Central Bank Governor Godwin Emefiele.

Otedola is accused of appointing close associates to strategic roles within the bank, thereby sidelining checks and balances. The most contentious issue is his reported preference for a N360 billion private placement of shares, a move seen by stakeholders as a means to tighten his grip on the bank.

Critics argue that a rights issue or public offer would provide a fairer opportunity for all shareholders, avoiding the perceived risk of turning First Bank into a personal asset.

The Battle for Ownership

The tussle for control at FBN Holdings extends beyond Otedola. Barbican Capital, affiliated with the Oba Otudeko-led Honeywell Group, claims to be the single largest shareholder, holding a 15.01% stake, as confirmed by the Central Securities Clearing System (CSCS).

However, FBN’s audited financial statements for 2023 placed Otedola as the largest shareholder with a 9.41% stake, a figure that has reportedly grown with subsequent acquisitions. Barbican Capital has filed a lawsuit against FBN Holdings, alleging misrepresentation of its stake in the financial institution.

The allegations highlight concerns about the concentration of power in Otedola’s hands, which some shareholders fear undermines corporate governance principles. This has raised red flags about transparency and the bank’s long-term stability.

In a major shake-up, First Bank recently laid off 100 senior staff as part of its restructuring plan for 2025. Critics claim this move was orchestrated by Otedola to pave the way for loyalists, further consolidating his influence within the institution.

A Crossroad for First Bank Holdings

The stakes are high for First Bank Holdings as it navigates this turbulent period. The outcome of the EGM will set the tone for its future, determining whether Otedola retains control or shareholders succeed in their call for his removal.

Beyond leadership disputes, the crisis highlights deeper issues within Nigeria’s corporate landscape, including the need for robust governance frameworks and equitable shareholder representation.

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