By Ishaya Ibrahim, News Editor
The chief executive officer and founder of leading pharmaceutical company in Nigeria, HealthPlus Limited, Olubukunola George, is fighting a survival battle to retain ownership of the company she founded 21 years ago.
In a move described as hostile takeover by observers, a UK-based equity firm that bought a stake in the business two years ago, Afsane Jetha and Zachary Fond, has announced the sack of George, and, in her stead, appointed Chidi Okoro as Chief Transformation Officer.
The equity stakeholders announced the change in the management of HealthPlus on September 25, a move George’s lawyer, A Muoka & Co, said violated the shareholders management agreement entered into at the time of the partnership in March 2018.
Besides, the lawyer said that there was a pending suit at the High Court seeking to restrain her removal as CEO.
“We have since entered formal appearance on behalf of the company which is named as 1st Respondent in the Suit.
“We are constrained to point out that any attempt to remove her as CEO whilst the Motion for Interlocutory Injunction is still pending would represent flagrant disregard of, and be an affront on, the authority of the Court,” the lawyer said.
The lawyer queried the validity of George’s purpoted removal since Item 50 of Schedule 9 – Authority Matrix of the Shareholders’ Agreement ‘appointing, removing or suspending a Key Employee is a Reserved Matter to be decided first by the Board or the General Meeting of the Company.
“The CEO is defined as a ‘Key Employee’. Clearly, therefore, the CEO cannot be removed without a Board Resolution passed at a meeting of the Board of Directors duly convened and held or Written Resolution of ALL the Directors,” the lawyer said.
The lawyer added that the purpoted removal of George was illegal because the decision was taken by two out of the fivr-member board.
“The Company has a five (5) member Board comprising two (2) nominees of the foreign investor, two (2) nominees of Mrs. Olubukunola George (including herself) and a mutually appointed Chairman.
“Whilst Section 15.1 of the Management Agreement does provide that the ‘Agreement shall automatically terminate with immediate effect without the need of any notice, proceedings or rulings, in the event that the CEO: (d) commits any act which in the opinion of a majority of the Board expressed in writing constitutes serious professional misconduct;’, we are aware that the Chairman (Dr. Ayo Salami) and Mrs. Olubukunola George’s other nominee (Mr. Deji Akinyanju) had resigned – without expressing any written opinion in the terms of Section 15.1(d) of the Management Agreement,” the lawyer said.
The lawyers said it is improper to refer to the decision of the
two directors representing the equity shareholders as the decision of the board when George is entitled to nominate a replacement for Mr. Deji Akinyanju and the shareholders are required to agree on a replacement for Dr. Ayo Salami.
“No steps, whatsoever, have been taken in this regard, and it is therefore improper to refer to ‘a Board’ when what the Company has at present is a depleted or improperly constituted Board,” the lawyer said.