Bukky George
The law firm retained by Healthplus Limited has written the company, cautioning that it cannot terminate the appointment of Mrs Olubukunola George as Chief Executive Officer, CEO, of the company pursuant to Clause 15(1) of the management agreement dated March 15, 2018.
The law firm, in a statement by A. Muoka & Co., said: “Our attention has been drawn to the letter dated September 25, 2020, with the above heading by Messrs Afsane Jetha and Zachary Fond as Directors of the company purportedly terminating Mrs George’s ‘role as the CEO of the company pursuant to Clause 15(1) of the management agreement dated March 15, 2018’.
“The said letter cited ‘the opinion expressed by a majority of the Board of Directors of HealthPlus Limited that certain actions taken by (her) with respect to the affairs of the company constitute serious professional misconduct’ as the basis for the termination.
“We are aware that in May 2020, Mrs George instituted suit before a Federal High Court, Lagos, in which she has a pending motion to restrain her removal as CEO.
“We have since entered a formal appearance on behalf of the company which is named as first respondent in the suit.
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“Whilst we hold no brief for Mrs. George, who has independent counsel, we are constrained to point out that any attempt to remove her as CEO whilst the motion for an interlocutory injunction is still pending would represent flagrant disregard of, and be an affront on, the authority of the court.
“By 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 company has a five-member Board comprising two nominees of the foreign investor, two nominees of Mrs 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. 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.
“Mrs George is entitled to nominate a replacement for Mr. Akinyanju and the shareholders are required to agree on a replacement for Dr. Salami, in order to properly re-constitute the Board.
“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 depleted or improperly constituted Board.
“Section 15.1(d) of the management agreement did not stipulate ‘written opinion of a majority of the depleted Board’, and it is inconceivable how two Directors of a five-member Board can amount to a ‘majority of the Board’.
“It is, perhaps, instructive that you purportedly took this step on September 25, 2020, immediately after the further depletion of the Board by the resignation of the Chairman on September 24, 2020.
“It lends the suggestion that the action was taken mala fide. It is also important to point out that Mrs George was afforded no opportunity whatsoever to respond to the weighty allegations contained in your ‘written opinion,’ some of which are criminal in nature, which was issued at the same time as your purported termination letter.
“Our laws here do recognise the right to a ‘fair hearing’, and our courts are very eager to uphold same,” the letter added on the Healthplus saga.
