The board of HealthPlus says its decision to terminate Bukky George’s (pictured) appointment as chief executive officer (CEO) and appoint Chidi Okoro as its chief transformation officer (CTO) is in compliance with the law.
In a statement on Saturday, the management had said Okoro’s appointment as new CTO was part of a hijack scheme being perpetrated by Alta Semper Capital (ASC), a foreign private equity firm.
“This difficult decision was made in full compliance with Nigerian law and following a long and drawn-out process of engagement, through which the board sought to address multiple issues with the way the company was being managed,” the board said on Monday.
“Despite a series of significant breaches of the terms of George’s engagement as CEO, the board explored a range of options that would enable her to continue to play an alternate leadership role.”
It said an amicable resolution between HealthPlus and George proved abortive and as multiple issues persisted, urgent action was required to avoid adverse impact on the entire business, including customers, employees, and other key stakeholders.
“As a result, the majority of the board of directors of the company determined that a change of leadership was required if HealthPlus was to achieve its strategic goals and the former CEO’s appointment was terminated in accordance with its terms.”
According to the board, ASC has continued to invest in the company, subject to the satisfaction of key performance targets.
“Although these targets were never achieved by the former CEO, ASC still sought to provide the business with financial support through growth capital,” it said.
“Despite a pressing need for cash in the company over the past year, George has not only refused to agree to offers of additional investment on commercially reasonable terms but attempted to force ASC to restructure the existing binding contracts governing their relationship – agreements, which she readily signed in 2018 after taking independent legal and financial advice.”
It said George remains a member of the board while Okoro oversees the day-to-day operations of the company.
In a related development, the company’s solicitors said George cannot be removed as CEO without a board resolution passed at a meeting of the board of directors duly convened and held or written resolution of all the directors.
A. Muoka & Co., HealthPlus solicitors, said with the resignation of two board members— Ayo Salami, chairman of HealthPlus, and Deji Akinyanju, the decision to terminate George’s appointment as CEO was not made by a majority of the board of directors but by a depleted board.
“George is entitled to nominate a replacement for Akinyanju and the shareholders are required to agree on a replacement for Salami, in order to properly reconstitute the board,” the September 28 letter addressed to Afsane Jetha and Zachary Fond read.
“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.
“Our laws here do recognise the right to a ‘fair hearing’, and our courts are very eager to uphold the same.”
It further said the termination of George’s role as CEO is improper and without any vires and shall be disregarded entirely.