Sunday, January 12, 2014 / News
The frail stability achieved by Ecobank Transnational Incorporated (ETI), the Lome, Togo-based parent company of Ecobank Nigeria Plc in the last few weeks is now threatening to crack open at its seams over a recent administrative action by the board which the Securities and Exchange Commission (SEC) has challenged.
Sources have confirmed that the Securities and Exchange Commission (SEC) has directed the pan-African bank to reverse the recent disengagement of Mrs. Laurence Do Rego within seven (7) days “failing which the Commission would be compelled to exercise the powers conferred on it by the ISA 2007”.
Recall that sometime in mid June 2013, the GCEO, Mr. Thierry Tanoh had sought and was granted permission/approval to ask Mrs. Do Rego (an Executive Director since 2010) to step down based on a lack of trust and a lack of confidence in her professional competence. On July 02, 2013, the GCEO reportedly met with Mrs. Do Rego to request that she voluntarily resign which she objected to and subsequently challenged in a memo to all directors of the board where she sought protection from the GCEO’s position.
This prompted a board meeting in early August 2013 where in response to the demand by some directors that he substantiate his allegation of lack of professional competence, the GCEO made specific presentations describing questionable transactions involving Mrs. Do Rego raised by, or arising from a 2012 CBN/NDIC inspection report that led him to question her credentials to manage the function; the follow-through investigation of which had revealed a damning misrepresentation of Mrs. Do Rego’s affidavit-backed credentials. To manage issues, the board then resolved to suspend Mrs. Do Rego with a view to converting the earlier termination of her employment into a dismissal should the findings be confirmed by its own internal review.
Immediately after this board meeting, Mrs. Do Rego sent a letter to the SEC alleging that the Chairman, Mr. Lawson and GCEO Mr.Tanoh were attempting to sell non-core assets at values below market, that both individuals ‘attempted’ to manipulate the 2012 results to enable the Group (ETI) to show a much better 2013 growth, and she questioned procedures around the approval of a substantial increase in Mr.Tanoh’s 2012 bonus (which he subsequently opted not to receive). She also alleged that she was asked to write off debts owed by a real estate company Mr. Lawson chairs.
The matter did not rest there, as unsavoury exchanges began to dominate both the local and international media; necessitating an intervention by the SEC in the corporate governance issues raised/reported.
The Securities & Exchange Commission (SEC) invited all directors of Ecobank Transnational Incorporated for a meeting, took statements and subsequently engaged the services of KPMG to conduct an independent corporate governance audit. Further, SEC asked Ecobank Transnational Incorporated not to take any “action that will interfere with the integrity of the investigations and the full support of all relevant individuals, during the course of the investigation without recourse to the SEC”
In the intervening period, the ETI board issued a press release on September 23, 2013 detailing steps agreed on to address and strengthen corporate governance practices in the group and initiated an independent audit of the issues raised by Mr.Tanoh to be conducted by the firm of Ernst & Young and an independent review of the allegations made by Mrs. Do Rego to be conducted by the respected international jurist, Justice Seydou Ba. On October 30, 2013, ETI announced that it had accepted the resignation of the Chairman, Mr.Kolapo Lawson effective December 31, 2013 and appointed Andre Siaka, the vice chairman to act as an interim chairman.
On completion of the KPMG governance audit, SEC met with the directors of the board on December 16, 2013 and presented its own draft findings and recommendations for necessary action and compliance.
On Friday, January 03, 2014, Mrs. Do Rego reported for work for the first time since her suspension in August and on Wednesday, January 08, 2014 the bank issued a terse press statement announcing that she was no longer an employee of the bank.
SEC is of the strong opinion that Mrs. Do Rego was a whistleblower whose role aided the Commission in its investigation of corporate governance lapses in ETI plc. It therefore considers the action of the bank a “violation of its earlier directive”.
The stage would thus appear set for a resolution that in the main, further draws attention to corporate governance issues at the bank, and indeed opens another chapter in the delicate balance between the independence of multi-jurisdictional entities and the much needed strong regulatory oversight lacking in Africa.
Public companies in the country are naturally interested in the precedent setting nature of the resolution of developments at ETI, especially now that investigations are over and findings submitted. Of further interest must be the determination of who is and when does an individual become a whistleblower; implications of other administrative steps taken by the ETI board, and the interpretation of what the natural intendment of the ISA 2007 Act is with regards to the options open to public companies.
About Laurence do Rego
Group Executive Director, Finance and Risk (Executive Director - 2010)
Mrs. Laurence do Rego was appointed Group Executive Director, Finance and Risk in January 2010. Prior to her current position, Mrs. do Rego was the Group Chief Financial Officer from 2005 to 2009. She joined the Ecobank Group in 2002 as Head of Financial Control for Ecobank Benin. Prior to joining Ecobank, she had worked in Europe for 15 years in various capacities. She was Financial Director at Binney & Smith, France, a subsidiary of the Hallmark Group (USA) and Group Thoer (France). She also worked as a Chartered Accountant and Managing Director of SOCIEC, an accounting firm in France. Mrs. do Rego is a Certified Chartered Accountant and holds bachelors and post-graduate degrees in Finance & Accounting. Laurence do Rego is member of the Risk Management Committee of the ETI Board and participates in attendance at the Audit and Compliance Committee meetings.Source: ETI Website