The Civil Society Network Against Corruption (CSNAC) has asked the Economic and Financial Crimes Commission (EFCC) to immediately probe the activities of Glanvill Enthoven and Co. Nigeria Limited over alleged collusion and manipulation in its equity shares, which resulted in the shortchanging of its owner States of Oyo, Osun, Ogun, Ondo and Ekiti.
The demand was made in a petition forwarded to the anti-graft commission and signed by CSNAC's national chairman, Mr. Olanrewaju Suraju. In the petition, the group urged the EFCC to investigate the allegations and confirm their veracity.
CSNAC said it is in possession of a petition from victims of criminal misappropriation of shares, forgery and corruption allegedly perpetrated by the management staff of Glanvill Enthoven and Co. Nigeria Ltd.
It claimed to have investigated the allegations and found them to be true.
"According to our findings, back in 1957, the Western Region Government, through National Bank Ltd, incorporated Glanvill Enthoven & Co Nig Ltd (GEN) as an insurance brokerage company in Nigeria with 50/50 equity ownership with Glanvill Enthoven London, UK as the technical partner.
"Glanvill London was subsequently acquired by Jardine Lloyd Thompson (JLT Risk Solutions), who nominated NIB Investment (W.A.) (NIBI) to represent her interest in GEN. That foreign holding was then treated as JLT/NIB Shares in GEN.
"During the Indigenization Decree in the 1970s, the National Bank acquired additional holdings to become a 60/40 majority owner. In the same 1970s, banking regulations directed banks to divest from ownership of insurance and insurance brokerage companies. As a result of this, the 60% ownership in Glanvills was transferred to Odua Investment Company Ltd (OICL).
"From then thereon, OICL continued to nominate Directors to serve along with the nominees of NIBI as Directors on the Board of GEN. OICL, being owned by the 5 South West Owner States, usually populate the Board of Glanvill with persons nominated by the Owner States Governments and typically one of them serves by rotation as Non-Executive Chairman of the Board."
While noting that there were strange developments leading to Glanvill's ownership misappropriation, the group said the Management of OICL, led by the Group Managing Director based in Ibadan, had an ineffective oversight relationship with the board and management of GEN.
"Some of the documents indicate GEN, where they have 60% controlling equity being regarded as an associate company and there, are manifested cases of contest of reporting relationship and subordination by GEN management and board with OICL management and board," the group said.
Such a control vacuum, CSNAC added, allowed OICL to nominate a non-executive chairman and directors at GEN in the 2000s. This, said CSNAC, led to the wrong assumption of executive powers on which the company was run for personal benefits.
"This action gave OICL 100 percent ownership and consideration paid is evident. One Chief Tunji Omisore was the OICL- nominated Chairman of GEN at the time of this transaction. It was later known to OICL that Chief Omisore, back in 2003, was involved in subterfuge action to sell JLT Shares in GEN to an unknown buyer for which the then OICL GMD sent a letter dated 20 November 2003 to JLT dissociating OICL from such illegal move," CSNAC said.
The group said some of its findings show malfeasance verging on the misappropriation of the common patrimony of the South-West. CSNAC added that it has looked thoroughly at provided evidence and found that UIB Nigeria Ltd (RC No. 491828), registered on 4 September 2003, is the company on Corporate Affairs Commission's records. It explained that there was also a United Insurance Brokers Nigeria Ltd (RC 3085) that is now no longer listed.
"There is ample evidence of fraudulent acquisition of the purported 40 percent shares of GEN by UIB Ltd or UIB Nigeria Ltd floated by Chief Tunji Omisore, as there is neither a clause for consideration in the shareholders’ agreement nor any evidence of payment for the 40% shareholding.
"There is a deliberate act of forgery and impersonation of United Insurance Brokers Ltd of UK in the said shareholders' agreements. Whereas this is a London-based company, the signatories on the various agreements are Nigerians out of which Chief Tunji Omisore and a Prince Kole Aderemi signatures can be identified. Also, there are deliberate attempts to clone the official letterheads of United Insurance Brokers Ltd (UIB UK). See Appendixes 8 -11
"There is collusion, acquiescence, and insider dealing by GEN and OICL management in the execution of the purported share transfer transaction in the shareholders’ agreement," CSNAC submitted.
While demanding an independent investigation of allegations and evidence provided in its petition, the group urged the EFCC to invite all OICL GMDs and Company Secretaries and GEN MDs and Company Secretaries from 2003 to date to explain their roles in the transactions.
The group also demanded the prosecution of all those involved in the criminal conversion and acquisition of shares and dividends from GEN and forgery in UIB letterheads as well as the revocation of UIB Nigeria Ltd, UIB Ltd and United Insurance Brokers Nigeria Ltd part ownership of GEN and its subsidiaries.