My side of the story, by Nze Chidi Duru

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 decried the sponsored story by persons of interest making the rounds that he is on a collision course with the Economic and Financial Crimes Commission (EFCC).

Duru who reacted to the story syndicated in some newspapers on Monday 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 2011 and got commendation letter from the National Pensions Commission (PenCom) as the most improved PFA in 2010.

It was reported on Monday that, “In order 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.”

He was further accused 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.”
In a press statement yesterday, Duru said it was 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, that has been dug up to smear my name. 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 PenCom rejected that name. 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 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 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 (AIP) 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 shareholder invested.

He went on: “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 any of the three names.”

The report alleges, “Duru and his collaborators of were indicted for forgery of some shareholders signatures on a document referred to as the “Shareholders Resolution,” which mandated him to negotiate with Novare Holding on behalf of other shareholders during the acquisition of the FGPL’s shares by Novare Holding.”

The report further states that some of the shareholders had alleged that their signatures were forged, among them former Speaker of House of Representatives, Ghali Umar Na-Abba; former Deputy Speaker, Austin Okpara; Senator Annie Okwonkwo and Kashim Ibrahim Imam.
Duru said, however, that nothing could be farther from the truth. In his words, “One of the charges they brought before the magistrate’s 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.

“I recall that on November 13, 2008 when the then Managing Director made a presentation 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 is called round ribbon or at a general meeting of the shareholders. In this case, the 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 while 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 we had nothing to lose if we waited for another 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 per cent.’’

Mr. Duru added, “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. 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.

“Therefore, 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.
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 brought against him in a Lagos High Court by the EFCC.

“Following Justice Okorowo’s ex-parte order on August 11, 2011, saying 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. A filing that didn’t have the directors’ approval nor the shareholders’ resolution was made in CAC that restructured the shareholding of First Guarantee Pension in which the shares of our foreign partners, Novare, were removed as investors in FGPL and treated as deposit for shares. 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 was 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 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 ought not to happen that FGPL has not paid dividend to the shareholders in the last five years and it cannot happen that a business such as ours has not paid its tax to the regulatory authorities at a time the country and its government are broke and are looking for money to run the affairs of the country.’’