The campaign of calumny mounted by one Hon. Chidi Duru, a former member of the House of Representatives and former Vice Chairman of the First Guarantee Pensions Limited (FGPL) and his cohorts against the National Pension Commission (PenCom) and the Chairman of the Economic and Financial Crimes Commission (EFCC) captures the Nigerian maxim that when you fight corruption, corruption also fights back.
Duru and his cohorts media onslaughts in which they accused the no-nonsense regulator of impunity and disregard for court order purportedly allowing him to carry on like the Lord of the Manor at FGPL, reared its ugly head in two straight editions of The Nation, recently. He has even had the effrontery to peddle such falsehood before President Muhammadu Buhari.
While PenCom may well maintain a studied silence as the matter is in court, it will be grave injustice if those of us in the pension industry refuse to speak out on the disciplined regulatory efforts of PenCom to ensure the protection of pension funds and assets belonging to contributors to the displeasure of a few greedy men who thrived in the era of looting of pension funds and consider themselves above the law.
Industry stakeholders are aware that PenCom, during the leadership of M.K Ahmad, undertook various routine and special examinations on FGPL in 2007, 2008, 2009, 2010, and 2011, which exposed persistent infractions and unwholesome corporate governance practices perpetrated by Hon. Nze Chidi Duru, the Vice Chairman of the Board of FGPL at the time, and his cohorts.
PenCom therefore exercised its statutory powers to sack the board and set up an Interim Management Committee (IMC) to oversee the affairs of the PFA. It is, therefore, a misrepresentation of facts to insinuate that PenCom substituted the directors of FGPL in defiance of court orders. The correct position is that following the acceptance by the directors indicted in the report of target examination of FGPL to be granted soft landing, the affected directors, including Chid Duru, voluntarily tendered their resignations from the Board of FGPL.
However, they subsequently reneged on the terms and continued to act as directors of the PFA, thereby occasioning their removal by the Commission. It was this removal that was challenged by Nze Chidi Duru and Chief Orlando Ojo at the Federal High Court, Lagos. Their suit was struck out and the interim ex parte orders restraining their removal were set aside. The judgment in the suit filed by the affected third director, Derrick Roper at the Federal High Court, Abuja was also stayed by virtue of the orders granted by Hon. Justice G.O. Kolawole. The Interim Management (IMC) appointed by PenCom had only continued to superintend the management of the PFA pursuant to the unchallenged order of stay and directive to revert to status quo in FGPL pending the determination of the appeal as ordered by Hon. Justice Kolawole.
PenCom did not continue with the implementation of the findings in the report of the target examination on FGPL as insinuated, because the report only threw-up issues of regulatory concerns and not implementation strategies. The regulatory concerns informed the Commission’s regulatory intervention in FGPL and the subsequent court order by Hon. Justice G.O. Kolawole of the Federal High Court, the execution of which had been stayed pending the appeal. The order of stay had specifically directed parties in the suit FHC/ABJ/CS/709/2011 to maintain the status quo prevalent in the morning before the judgment was delivered in the suit. The order of stay was granted upon application by PenCom. Consequently, PenCom cannot be said to be in defiance of any order of court whatsoever.
Meanwhile, the issue of shareholding of FGPL is an internal affair of the PFA and its shareholders. However, to ensure good corporate governance practices, the onus was on PenCom to draw the attention of shareholders to the dilution of shares by Nze Duru, who had been illegally underwriting perceived allowances and refunds to equities and converting them as shares in the names of his companies. Unknown to the other shareholders of FGPL, Nze Duru had proceeded to procure “sweat equities” for himself at the detriment of co-promoters and shareholders of FGPL.
For instance, in the suit filed by Nnamdi Anammah, a co-promoter of FGPL, the sworn depositions filed by both Mr. Anammah and Nze Duru clearly showed the absence of value on the cheques they submitted in lieu of shares when they sought regulatory approvals from the Commission on behalf of FGPL. Consequently, the share verification was undertaken at the instance of the other shareholders. This grievous offence cannot be said to be the subject matter of any suit involving the Commission and which perpetrators do not qualify to walk the streets free in saner societies.
It is trite that PenCom’s regulatory intervention on FGPL was subject to the company holding an Extra Ordinary General Meeting (EGM) to establish a strong Board of Directors. In the absence of a valid Board therefore, there is no possibility for the presumed implementation of Board directives by the PFA. Furthermore, it was observed that the external solicitors engaged by Nze Chidi Duru as company secretaries of FGPL relied upon technicalities to insulate themselves from liability arising from breaches of code of corporate governance, including the use of the equity contribution of Novare Holdings (Pty) Limited to acquire property for Nze Chidi Duru. Consequently, it became the pension industry’s corporate governance practice to domicile the office of the Company Secretary within the licensed operators. Ms Funmi Oluwo, the Secretary under reference was an in-house counsel employed by Nze Chidi Duru before the Commission’s regulatory intervention. Very typical, however, the action of the engaged staff is being challenged merely on grounds of anxiety over her knowledge of what had transpired regarding the shareholdings and structure of FGPL.
It is also wrong to blame PenCom for FGPL’s shareholders actions, including a plethora of litigations, which have scuttled every move to settle their disputes and transit FGPL from regulatory intervention. The affected stakeholders even have court injunction restraining the convening of Emergency General Meeting (EGM) or Annual General Meeting (AGM) to address the matters arising from the concerns raised by PenCom. There was the case instituted by Alhaji Kashim Imam seeking to cause the implementation of the target examination report. There is another case by the same Alhaji Imam seeking to convene an EGM, but which was challenged by Nze Duru. It has, therefore, been impossible for the shareholders to hold an AGM in the face of the pending litigations and restraining orders obtained by different factions of the investors/shareholder in FGPL.
The above condition has practically necessitated the retention of the Interim Management Committee (IMC) in FGPL, which was initially intended by the Commission to be an interim measure. Thus, the IMC presence is only elongated by the spate of litigations. And you cannot talk about company audited report or account in the absence of a proper Board of Directors for FGPL that would, as a matter of law, consider and approve the audited report.
It also needs to be made clear that contrary to Duru’s claims, EFCC in the FGPL’s matter was at the behest of the Attorney-General of the Federation (AGF), following a briefing by the Commission on the findings of the target examination on FGPL. Officers of the Commission were, at some point, invited by the EFCC to make statements on the matter. The EFCC investigation had been independent. Specifically, the target examination report was not the only evidence against Nze Duru because his actions, including the diversion of brokerage commissions into a secret account in the name of FGPL operated by his siblings, had also attracted criminal investigations.
The claim by Duru and cohorts that the FGPL have been running at loss since the takeover by the IMC is the worst lie from the pit of hell and says so much about the character of the people hitherto involved in fleecing the PFA. A recent document made available by PenCom to the House of Representatives and reported by several newspapers showed that FGPL recorded a loss of N422,958,000 as at August 2011 when PenCom took over, but posted a profit of N1,922,390,000 as at April 2016. The value of the Retirement Savings Accounts (RSAs) within this period has grown from N32.7billion to N93.9billion. The book balance of the pension fund, which was N42.1billion as at August 2011, has climbed by N115.2billion. The price of the RSA Fund and Retiree Fund experienced 58% and 68% growth, respectively. These are apart from significant legacy funds of Jigawa State, Dangote Cement, Emenite, etc attracted by the IMC.
So, rather than peddling falsehoods, Hon. Duru should come out and face the law and EFCC. Duru and his cohorts should have known that with this PenCom and Buhari, it can no longer be business as usual.
