The founder and promoter of First Guarantee Pension Limited (FGPL), one of the Pension Fund Administrators (PFA) licensed under the Pension Reform Act of 2004, Nze Chidi Duru, has petitioned President Muhammadu Buhari over alleged “persecution by the National Pensions Commission (PenCom) and some disgruntled FGPL shareholders.”
He also accused PenCom of sponsoring stories in the media that he was running away from the Economic and Financial Crimes Commission (EFCC).
Duru, who reacted to the story syndicated in major newspapers on Monday by persons of interest also denied the allegation that he defrauded the FGPL, a company he founded and nurtured to good financial health until it paid its first dividend to shareholders in 2010 and got commendation letter from the National Pensions Commission (PenCom) as the most improved PFA in 2010.
It was reported on Monday that, “To protect over N100 billion worth of pension assets managed by First Guarantee Pension Limited (FGPL), the Economic and Financial Crimes Commission (EFCC) has invited a former member of the House of Representatives, Chidi Duru, one Chief O.O Ojo, and a South African, Mr. Derrick Roper, representing Novare Holding Limited, for diversion of millions of naira of FGPL, a licensed pension administrator.”
EFCC further accused Duru of diverting “N16 million being part of the equity contribution of Novare Holding, a South African firm, to another business without following due process and obtaining board approval; collecting N20.5 million as ‘executive allowance’ without board approval and diversion of the company’s assets worth millions of naira for his personal use.”
But in a press statement he released yesterday, Duru accused Kashim Ibrahim Imam, a FGPL shareholder, and the DG National Pension Commission, Mrs. Chinelo Anohu-Amazu, of circulating and sponsoring the “same old falsehood against me which was quashed by Justice Donatus Okorowo of the Federal High Court Abuja on August 11, 2011 and June 18, 2012. It is a continuous attempt to obscure issues.”
He also denied being invited by the EFCC.
On the allegation that he shortchanged some of the shareholders by withholding money given to him to buy the company’s shares, he said that was not possible.
“Before the First Guarantee Pension, we operated under three names. Initially, we were First Provident Trust Limited, but that name was rejected by PenCom. We now changed the name to First Pension, which again was rejected before we finally changed the name to First Guarantee Pension which was now approved. Each and every investor, shareholder in First Guarantee Pension, issued his cheque or instrument to either of these three names. At the beginning it was First Provident Trust, then First Pension and finally First Guarantee Pension. None of these investors and shareholders invested in any other platform other than these three. It was this instrument that was now used as a proof of evidence to National Pension Commission of the investment that was done by each and every shareholder.
“It could not have happened that any shareholder or investor in First Guarantee Pension would have either given money to me or to any other person to invest in FGPL because the guidelines that were enunciated by the PenCom is that every investment must be made in the name of the proposed PFA on the basis of which they now issued what they called approval in principle for you to now become a PFA. After the AIP, we were now given a final license when we presented the final instrument that each and every shareholder invested.
“When other PFA’s were raising N150 million, FGPL in the first tranche raised N235 million and then raised another N500 million and later to well over N800 million. All those investments were done in either of the three names I told you.”
The obviously sponsored story also claimed that the EFCC had indicted “Duru and his collaborators of alleged forgery of some shareholders signatures on a document referred to as the “Shareholders Resolution,” which purportedly mandated him to negotiate with Novare Holding on behalf of other shareholders during the acquisition of the FGPL’s shares by Novare Holding.”
According to the story, some of the shareholders who alleged that their signatures were forged included former Speaker of the House of Representatives, Ghali Umar Na-Abba; former Deputy Speaker, Austin Okpara; Senator Annie Okwonkwo and Kashim Ibrahim Imam among others.
But Duru said nothing could be farther from the truth.
Explaining what happened in the press statement, he said: “One of the charges they brought before the magistrate court in Abuja was the forgery of the signature of Alhaji Kashim Ibrahim Imam in the shareholders agreement to admit the investment of our partners from South Africa into First Guarantee Pension Limited. For me that was surprising because, first, I am not the management, second I have no role to play in it.
“However, I recall that on November 13, 2008 when the then Managing Director presented to the board that the shareholders agreement permitting the investment of Novare into First Guarantee Pension had been signed by the shareholders (there are two ways to obtain the agreement of shareholders – either by all the shareholders signing by what we call round ribbon or at a general meeting of the shareholders) but this process was done through round ribbon. The chairman in his considered wisdom at that meeting said that since we have an AGM of the company coming up on January 19, 2009, he would prefer that the question of investment of Novare be tabled and discussed at the AGM. He said that why he agrees with the Managing Director and Company Secretary that Novare had met every condition necessary for a resolution of the shareholders to admit Novare into First Guarantee Pension Limited but that we have nothing to lose if we wait for the next two months to take the matter to a general meeting of the shareholders. And that was carried as a resolution of the board.
“In the January 19, 2009 shareholders meeting, the chairman made a profound statement that he had been advised that with the shareholders agreement as signed, we had met the requirement to admit Novare, but that he would like to keep the document aside, because he wanted the shareholders to understand what they had signed which would dilute their shareholding because when Novare invests into First Guarantee Pension Limited, if you own 18 percent for instance, it will now come down to 15 percent.
“The matter was discussed extensively. In fact, if we spent 10 minutes at that AGM, eight minutes were devoted to the issue of Novare’s investment. But at the end of the day, unanimously, without any dissenting vote, Novare was admitted to invest in First Guarantee Pension. It was the resolution of that meeting that was filed with the CAC admitting the investment of Novare into FGPL.
“So, this was a resolution of the shareholders at the general meeting. If anybody knew that his signature was forged or he didn’t agree with it, he could have raised it at the AGM.”
In any case, Duru said a court had quashed the charge.
Accusing the DG of PenCom of bad faith, Duru said that Justice D.U. Okorowo of the Abuja High Court had dismissed the same charges on June 18, 2012 and upbraided PenCom for acting above the law and ordering that the interim management set up by the regulatory agency be removed.
Duru said he couldn’t have been on the run when he dutifully attends the court personally to answer to the fresh charges preferred against him in a Lagos High Court by the EFCC , describing the arrest of his sister, Mrs. Chinyere Christy Ekweonu, who stood surety for him in 2012, as an act of impunity.
Duru accused Kashim Imam and co-travellers of being the ones guilty of forgery.
“Following Justice Okorowo’s ex-parte order on August 11, 2011, insisting that PenCom should reverse the steps they had taken and allow the directors to take back and run their business, in December 2011, a curious thing happened in the Corporate Affairs Commission, which was that a filing that didn’t have the directors approval nor the shareholders resolution was filed in CAC that restructured the shareholding structure of First Guarantee Pension where the shares of our foreign partners, Novare, were removed as investors in FGPL and treated now as deposit for shares. And my shares were reduced by 50 percent from N248 million to under N122 million. There was no shareholders’ resolution, there was no shareholders’ meeting, and there was no directors’ meeting where this was done.
“Also, Kashim was purportedly elected as the chairman of First Guarantee Pension Limited, even when there is an order of the court by Justice Okeke against that.”
Duru said he had written a petition to President Muhammadu Buhari complaining of persecution.
“My and our appeal is that if it is found that there has been an infraction on our part, then let justice be done, but if it is found that we have not done anything wrong, and some other people have misused their power and influence, let justice also be done.
“But more importantly is that there must be an immediate order that those who are managing the business of First Guarantee Pension Limited should convene a shareholders meeting. It cannot happen that a business such as FGPL has not had a meeting in the last five years. It cannot happen that a business such as FGPL has not filed its annual returns and accounts with the CAC in the last five years and the Corporate Affairs Commission is keeping quiet. It cannot happen that FGPL has not paid dividend to the shareholders in the last five years and it cannot also happen that a business such as ours has not paid its tax to the regulatory authorities.
“Now that the states and federal government are broke and they are looking for money to run the affairs of the country, it is the duty of all responsible corporate entities to pay their taxes. This is part of the corporate governance compliance we are urging the regulator who is managing the business to do immediately.”
