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NEM Insurance Plc’s 48th AGM and Associated Governance Issues

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By: Nonso Okpala

A visionary and serial investor. Managing Director/CEO of VFD Group Ltd and Father-In-Chief.

 

An integral component of the long-term strategy of any company is corporate governance, epitomized by transparency and accountability. By extension, it is also the single most important means of sustaining the vibrancy and relevance of any capital market in the world. Furthermore, it has been observed that regulated markets with that adhere to best corporate governance practices have attracted and retained the confidence of investors, local and foreign alike.

As the CEO of VFD Group Limited, a company implementing a long-term investment strategy in the financial services industry, I basically assess companies on three cardinal points. First, the presence of a visionary and selfless leader as espoused by Jim Collins in his book, “Good to Great”. I also look for companies that have strategically positioned themselves within the context of their operating economy. These are companies that have developed a niche, either by way of technology, regulations, efficiency, etc., and established a moat around their business, as a barrier against competitors. The last cardinal point I consider is the company’s adherence to best practice in corporate governance, regardless of the local governance standards or regulatory requirements.

In the course of our operations, we have invested in a few listed companies — despite being mainly focused on private investment — and we intend to increase our capital allocation to this class of investment. One of our early investment picks was NEM Insurance Plc. The company had been a diamond in the rough for years with its market price then below N1. However, our valuation of the company, on a futuristic earning basis, was conservatively about N4 per share. This valuation has subsequently been validated by market trends; as at 21st June 2018, the market price of the stock was N3.04. We invested in the company based on our confidence in the long-term prospects of the company and its high score on our three-assessment parameters (i.e. strong leadership, strategic positioning and best practice in corporate governance) particularly the first two parameters.

NEM Insurance has a visionary leader, Tope Smart. He stands out as an extraordinary leader and is remarkably humble at it. He took on a struggling company in 2007 and bootstrapped it into one of the top five insurance companies in the industry. The company has doubled shareholders’ funds in the last five years and consistently paid dividends over the stated period. He has also built a team of remarkable lieutenants who rank as the best in the industry on a cost basis consideration.

As a result of their strategic positioning within their operating economy, the company not only enjoys the insurance regulatory environment, but has further enhanced its economic moat via efficient performance in a sector that is spectacularly known for inefficiency and poor regulatory compliance.

Unfortunately, it appears that the company is not nearly as strong on governance practices, relative to its stellar performance on the other two counts as stated above. I will elucidate with the organization of the company’s purported 2018 Annual General Meeting (AGM).

As a background, the Directors of the company collectively own less than 23.73% of the company’s issued shares. 22.98% of the 23.73% of the shares attributed to all Directors are held by four Directors (the “ruling 4”) out of ten Directors (source: NEM 2017 Annual Report & Accounts). On closer examination, the situation gets even more interesting. The same audited financial statements reveal that only 16 shareholders, inclusive of the “ruling 4” Directors, have up to 50m shares each and this group of 16 shareholders collectively controls 52.11% of the company’s issued shares. The implication is that there are 12 shareholders who collectively control 29.13% of the company’s issued shares that are not included in the management of the company. VFD Group is one of the 12 shareholders, with a 2.11% stake. In recent times, we have made efforts to identify the other 11 shareholders and observed a trend of exclusion of these shareholders from the activities of the company. For instance, as a run up to the 2018 AGM of the company, most of these shareholders did not receive notice of the meeting, the proposed special resolutions, proxy forms and audited financial statements as required by CAMA. This is extremely suspicious, particularly if one considers the special resolutions proposed for consideration and approval at the purported AGM.

First, special resolutions are usually passed by 75% of the votes of shareholders present and voting in an AGM. In the case of NEM, none of these resolutions can be passed if the 12 excluded shareholders were present and voted against the resolutions. It will be mathematically impossible because if all shareholders are in attendance, the 12 shareholders would represent 29.13% of the possible votes. This will preclude the possibility of achieving the 75% approval that is required for the resolution. This is further compounded by the fact that 100% attendance of its shareholders in NEM’s AGM is impossible. Thus, the only way to assure the passing of such resolutions (if management is not sure of the position of the 12 shareholders) is to tactically exclude them so as to ensure victory if a poll is conducted.

I am certain the question running through your head is, why go through all of these, at the risk of regulatory sanctions? Why risk the company’s reputation and particularly jeopardize the otherwise stellar achievements and track record of the Group Managing Director? The answer is simple: the company is run by a minority group of shareholders, “the ruling 4” Directors, who want to secure their hold on the company, at all costs.

The Directors, at the purported AGM, sought a resolution to issue 1.056bn shares of the company by way of private placement, at a price of N2.50. Looking closely at the proposal reveals why, in the words of former President Olusegun Obasanjo, “it is a do or die” affair for this ruling group of Directors. By maintaining the status quo and buying up shares on the floor of the stock exchange, it is currently impossible for anyone with minority holding to gain majority shareholding, and neither is it possible through fair and equitable rights’ offers. Nevertheless, the proposed special/private placement makes it possible for “the ruling 4” Directors plus the “special interest” beneficiary of the special/private placement to achieve a super majority.

Putting this in clearer context, post the proposed private placement, the collective stake of the “ruling 4” Directors plus the special interest to whom the placement shares are issued will increase to 35.82% from 22.98%. Kindly note that the provisions of the special placement gives “the ruling 4” Directors the right to pick who these shares can be allotted to. They can even allot the said shares to themselves or any one of them in the absence of any sensible checks and balances.

In truth, if the intention of the “ruling 4” Directors is to increase their interest or influence in the company, I have no fundamental objection to this goal. After all, we believe that the interest of shareholders is best served when management is significantly invested in the subject company. But the offer should nevertheless be appropriately priced. If I were to negotiate on behalf of fellow shareholders, I would place a price tag of N4 per share as I initially stated in this article and every kobo of that valuation can be justified. However, do not take my valuation as it is, let’s look to the market for the appropriate valuation of the company’s shares. The special placement is priced at N2.50 while the market price is currently N3.34 as at 27/06/18, representing a discount of 33.59%. This is clearly unusual and indicative of management’s destruction of other shareholders’ value and is designed to grant inordinate gain to an unidentified “special interest”. The question is: who will these shares be allotted to?

As an investor and specifically a shareholder of this company, VFD Group will like to participate in this offer. In fact, we will like to take up the entire offer. Why is such a compelling offer restricted to the exclusion of other shareholders who are willing and able to participate? How do you offer a significant stake of a company via a special/private placement priced at a significant discount to market?

My basic understanding of special/private placement posits the following considerations:

  1. That the public company cannot raise capital via rights offer.
  2. That the public company cannot raise capital via a public offer.
  3. That the company is not doing well and as such, investors are reluctant to be exposed to such company and therefore placing the company under immense capitalisation pressure.
  4. That the company is subject to all three above considerations and it is in dire need of funds.

If any of the above stated is the situation with NEM Insurance Plc, then the offer as proposed will be in the best interest of the company and shareholders alike. Unfortunately, this is not the case. Shareholders are willing to participate in a public or rights offer because the company is doing very well. As mentioned earlier, the Management of the company have done remarkably well based on the operations of the company and this is indicative in the current market price, profitability and industry ranking of the company. The company is also not cash-strapped; in fact, the Board proposed and obtained approval for the payment of 10k/share dividend at the purported AGM and has consistently paid dividend in the prior years. It is also not under pressure by regulators to recapitalise, as it is one of the few insurance companies that has maintained a clean bill of health. By the way, to date, no one has explained to shareholders what the funds to be raised will be utilised for.

So, what is the justification for the proposed special/private placement? What are the proceeds of the proposed offer for? If we must raise funds, why not do it via rights issue or public offer? A private placement appropriates the value in the company for the benefit of a few and savvy shareholders will have none of this.

On a general note, I will like to address the role of institutions in the pursuance of best practices in corporate governance. Their roles are integral to its attainment or otherwise. I have reviewed the activities of our corporate regulators e.g. SEC, NSE, CAC, NAICOM and others and I am extremely confident in their capacity and moral commitment to upholding global best practice standards in governance in our market. They have demonstrated this time and time again and we have no doubt that it will sustain through the foreseeable future. It is important to ensure that this governance standards are not only upheld but are seen to be upheld by all relevant parties, including NEM Insurance Plc and all auxiliary and related parties or officers of the company, such as the directors and the company secretary, as well as the Company’s Registrar, APEL Capital & Trust Limited. These parties all owe a fiduciary responsibility to all shareholders and are expected to always act in the best interests of the shareholders.

Before I conclude this piece, I will like to state a few things about VFD Group as a background to this matter, and with specific reference to our investment in NEM Insurance Plc.

  1. We are a Group of companies with interest/aspiration in all sectors of the financial services industry e.g. Asset Management, Bureau de Change, Banking, Microfinance, Insurance, International Remittance, Real Estate etc.
  2. Our operations are funded by our equity and debt investors as well as retained profit and we have been in existence for nine years. We currently have about 48 shareholders from all works of life, including leaders of public listed companies.
  3. We are not particularly interested in running these companies or retaining Board positions, but we are firmly interested in the proper governance of our investee companies, a strong trend of profitability and consistent payment of dividend. Once that is in place, we are delighted to support management of these companies.
  4. We also stand against interference with the operations of the company because we do not consider ourselves experts in our investee companies’ area of business. We believe once our set objectives are in place, we have no business interfering in their business operation.
  5. This article is not written with malice and as much as possible, I have ensured that it is not personal but focused purely on the facts at hand. I also owe a fiduciary responsibility to our shareholders and it behoves me to speak on their behalf and protect their interest. I also think it is in the interest of the Nigerian investing public to speak out and advocate better corporate governance. Our economy will be better off by this and similar efforts.
  6. We think that our interests are aligned with those of NEM Insurance Plc and that there is absolutely no need for protective schemes with the negative implication on the company.

In conclusion, I call on the Board and Management of NEM Insurance Plc to set aside the purported 48th AGM of the Company and the resolutions passed thereat. This should not be done with the mind-set of a victor or vanquished but should be done in the interest of all shareholders, majority or minority alike. I am certain that if we do the right thing by the company, all shareholders will be better for it in the long run instead of a slow and deliberate process of destruction of value that is inevitable, if we continue down this path. In the meantime, VFD Group will take all necessary lawful steps to protect its investments in NEM while supporting the company to continue its growth trajectory.

 

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ZENITH BANK REWARDS HACKATHON WINNERS WITH N77.5M CASH PRIZE AT ZENITH TECH FAIR 4.0

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ZENITH BANK REWARDS HACKATHON WINNERS WITH N77.5M CASH PRIZE AT ZENITH TECH FAIR 4.0

 

A total sum of N77.5 million in prize money was won at the end of a keenly contested hackathon session at the Fourth Edition of the Zenith Tech Fair, themed “Future Forward 4.0: Embedded Finance, Cybersecurity & Growth Imperatives – The Impact of AI “, which held on Thursday, November 21, 2024, at the Eko Convention Centre, Eko Hotels & Suites, Victoria Island, Lagos.

The prize money was shared among ten finalists who emerged from the over 1,700 contestants that took part in the hackathon, with JumpnPass, a self-checkout technology solution reshaping the retail landscape in Africa emerging as the overall winner and taking home the grand prize of N25 million. This is in addition to a six-week mentorship and incubation program designed to help them grow and scale effectively, which will run from December 2024 to February 2025.

The first runner-up, CreditChek, a credit and verification service provider which leverages AI and open banking to streamline income and credit history verification for financial institutions, won N20 million and a mentorship programme, while the second runner-up, Salad Africa, a start-up which offers seamless integration of credit products for digital platforms and software companies won N15 million as well as a mentorship programme. Other finalists who took home N2.5million each include Regxta, CashAfrica, Middleman, Messenger, Pocketfood, Famasi Africa, Kitovu.

Earlier during the programme, the Group Managing Director/CEO of Zenith Bank Plc, Dame (Dr.) Adaora Umeoji, OON, in her welcome address expressed her appreciation to the Founder & Chairman, Dr Jim Ovia, CFR, for birthing the idea that led to the establishment of the Tech Fair initiative 5 years ago, she thanked him for his vision and foresight in utilizing technology to revolutionize the world of business and banking.

Commenting on the Hackathon, she said, “This prestigious annual event was created to empower and nurture young fertile minds. We hope to produce the likes of Bill Gates, Mark Zuckerberg, Steve Jobs and Elon Musk from the Zenith Bank Hackathons in the nearest future. According to the Nigerian Bureau of Statistics, 70% of Nigeria’s population are youths which is an economic asset when properly harnessed. This is part of the reason why Zenith Bank is hosting this event to support the development of technology startups. Their success not only fosters innovation and growth in Nigeria, but it also plays a vital role in creating employment opportunities for our youth.” She also stressed on the importance of innovation and embedded finance in ensuring strong and enduring institutions. According to her, “it is paramount that we adapt and adopt technology to stay ahead of the curve. We have seen various cases of companies that failed because of their lack of innovation. It is quite obvious that when companies fail to innovate; they can easily be displaced, so this is not the time to be orthodox, innovation should be a top priority for us.”

In his goodwill message, The Governor of Lagos State, His Excellency, Mr. Babajide Sanwo-Olu called for a global approach to doing business in the country. According to him, “What we need to do is to be able to enhance our product and services in order to compete in the world. We can’t continue to act local, we need to think global. Anything that we’re doing now, we need to be able to know that we are not just serving a local market, we actually want to serve the global market, and that’s why I’m glad that consistently, for the past four years, I have kept up with the Zenith Tech Fair. I am sure 5.0 should be bigger and better than what we have today, but for us as a government, what we need to do is to continue to use platforms like this to reassure you of our readiness to provide an enabling environment for your ideas and innovative solutions.”

Described as a huge success by participants, the Fair featured the launch of the bank’s digital wallet, EazyByZenith, which will help to support the bank’s retail and financial inclusion strategy. The fair also included presentations on the leading technological innovations that cut across different aspects of life, such as Artificial Intelligence, Cybersecurity, Risk Management, Compliance, Financial Intelligence, Cloud Computing and Communication Technologies, with the keynote address, “Banking Transformation in a Digital World”, delivered by Robin Speculand, a renowned Strategy & Digital Implementation Specialist.

The event also featured goodwill messages by Jim Ovia, CFR, Founder and Chairman of Zenith Bank; His Excellency, Hon. Kashim Shettima, GCON, Vice President of the Federal Republic of Nigeria (represented by Dr. Tope Fasua, Special Adviser to the Presidency on Economic Matters). Other eminent IT practitioners from top global brands who also made presentations include; Robin Speculand, renowned Strategy & Digital Implementation Specialist; Danilo McGarry, Global Expert on Digital Transformation and AI; Jania Okwechime, Partner, Africa, AI & Data Leader, Deloitte; Rupert Nicolay, Director, Microsoft Worldwide Financial Services.

The panel session had Wole Odeyele, Client Technology Lead for Microsoft Inc. as its host, and featured six discussants including Ada Jabaru, Founder & Director, Nistad Limited; Funke Opeke, Founder & Chief Executive Officer, MainOne; Guy Futi, Chief Executive Officer, Orda; Dr Auwal Adam Sa’ad, Founder, ZamzamPay; Kashifu Inuwa Abdullahi, Director General, National Information Technology Development Agency (NITDA), and Engr. Bisoye Coker-Odusote, Director General/Chief Executive Officer, National Identity Management Commission (NIMC).

The Zenith Bank startup pitch competition and incubation program seeks to identify and fast-track the growth of high-potential Nigerian startups innovating in key sectors, including Embedded Finance, Cybersecurity, Fintech, HealthTech, Agritech, E-commerce, and more. The program provides an ideal platform for startups to showcase their groundbreaking ideas and gain access to invaluable resources to scale their businesses.

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NEW BPP DG COMMITS TO EFFICIENCY AND STAFF WELFARE FOR IMPACTFUL SERVICE DELIVERY

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NEW BPP DG COMMITS TO EFFICIENCY AND STAFF WELFARE FOR IMPACTFUL SERVICE DELIVERY*

*_…begins review of bureau processes to enhance government procurement systems_*

The Director General of the Bureau of Public Procurement (BPP), Dr Adebowale Adedokun, has outlined his vision to drive efficiency, enhance staff welfare, and reinforce the Bureau’s regulatory mandate in alignment with President Bola Ahmed Tinubu’s renewed hope mandate and his commitment to improving Nigeria’s economy. This was made known during an interactive session with staff of the Bureau at the State House Banquet Hall on November 20, 2024. Dr Adedokun emphasised the urgency of delivering results as well as improving trust in the government procurement system to support President Bola Tinubu’s Renewed Hope Agenda, declaring, “Let us work together to get value for money for Nigeria’s developmental processes and achieve President Tinubu’s mandate of making Nigeria’s economy better.”

Furthermore, in a bid to strengthen operational efficiency, the DG also announced key reforms, including introducing Service Level Agreements for the bureau’s processes ensuring that letters are treated within 3 (three) days, and ensuring reports are completed within 14 (fourteen) days. He also highlighted plans to secure a sustainable budget that would improve the working environment and provide better welfare for staff.

Dr Adedokun firmly stated the Bureau’s resolve to uphold its regulatory integrity under his watch. He warned that officers are prohibited from visiting Ministries, Departments, and Agencies (MDAs) unless on official assignments stressing the need for officers of the Bureau to stay above board. He further declared that contractors are no longer allowed within the Bureau’s premises to ensure that officers can perform their duties without undue interference and influence.

Calling for a collaborative approach, the DG urged staff to embody the Bureau’s regulatory values by adhering to procurement guidelines, avoiding delays, and striving for excellence. “As a regulator, you must be seen to be guided by the procurement process,” he stated. He assured the team of an open-door policy, encouraging innovative ideas that could propel the Bureau to greater heights.

The session also featured a visit from former DG, Engr. Emeka Ezeh, OFR, FNSE, who led the Bureau from 2009 to 2016. Engr. Ezeh commended President Tinubu for appointing Dr Adedokun and urged staff to provide their full support to the new leadership. He encouraged staff to focus on leaving a legacy of excellence, saying, “Work in a way that you will be celebrated wherever you go in life.”

Senior Directors, including Engr. Nasir Bello and Engr. Isaiah Yesufu reiterated the importance of supporting the DG’s vision while emphasizing adherence to the Bureau’s operational guidelines. Staff also welcomed the session, sharing their perspectives on improving the Bureau’s operations and pledging their support for the new leadership.

In a related development, Dr Adedokun sought collaboration with the Presidential Office of Digital Engagement and Strategy (PODES) led by its Head, Mr O’tega Ogra, who is also the Senior Special Assistant to the President on Digital/New Media, during a courtesy visit to his office on November 21, 2024. The DG emphasized the need to enhance the Bureau’s public engagement and visibility in line with the all-of-government communications approach being espoused by the PODES.

Mr Ogra congratulated Dr Adedokun on his appointment and highlighted the key role BPP plays in advancing Nigeria’s development agenda. O’tega further expressed his commitment to collaborating with the Bureau in amplifying its communication efforts and ensuring Nigerians understand and appreciate its critical role in national governance.

Dr Adedokun’s leadership marks a new chapter for the Bureau of Public Procurement, focused on accountability, efficiency, and impactful service delivery. His vision aligns seamlessly with the Federal Government’s goals of economic transformation and sustainable development as well as President Bola Tinubu’s renewed hope agenda.

Janet McDickson
Director, Information & Public Relations/Head, Media-BPP

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Abducted Rivers bizman rescued, suspected robber arrested

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Abducted Rivers bizman rescued, suspected robber arrested

 

The Rivers State Police Command said its men rescued a businessman identified as Julius Madabuchi, who was kidnapped by a four-man gang at a filling station in the Oyigbo Local Government Area of the state.

The police said the man was abducted when the miscreants who were driving in a Black Toyota car stormed the area and started shooting discriminately before executing their plan.

The rescue of the man, the police said, followed a distress call sent to the command control room about the activities of the hoodlums on November 17 and immediately mobilised operatives to the scene, saying the abductors engaged the police in a shootout.

The spokesperson for the state police command, Grace Iringe-Koko, disclosed this in a statement issued in Port Harcourt, Rivers State capital, on Wednesday.

 

The statement reads, “On the 17th of November, 2014, at about 2023hrs, operatives of the command received a distress call from the Room indicating that a gang of armed men numbering about four operating in a Black colour Toyota Corolla car shot sporadically and kidnapped one Madabuchi Julius at Sabbath Filling Station, Oyigbo.

“Operatives were swiftly mobilised to the scene and the hoodlums on sighting the police operatives drove off, but they were given a hot chase by the operatives and subsequently intercepted along Egbu Street, Oyigbo and a gun duel ensued between the operatives and the hoodlums.

“The hoodlums could not withstand the police’s superior firepower and eventually abandoned the victim and their operational vehicle with registration number RIVERS PHC 938 AH and escaped. The victim was rescued unhurt and the vehicle recovered. He has since reunited with his family.”

 

The state police image maker however said an investigation is ongoing while concerted efforts are being intensified to apprehend other fleeing members of the gang and recover their operational weapons.

In a related development, Iringe-Koko said the following day, precisely on Monday, operatives of the command acted on credible information, coordinated a covert operation at the St Lorinta Street, Oyigbo and arrested one Gabriel Morris, aged 25, at Mercy Ground in Kom-Kom, Oyigbo LGA of the State.

The state police spokesperson stated, “During interrogation, the suspect confessed to being a member of a syndicate that had been terrorising Oyigbo and its environs in recent times.

 

Iringe-Koko, a Superintendent of Police, listed items recovered from the suspect including one locally made pistol and a quantity of weeds suspected to be Indian hemp.

She added, “Investigation is ongoing, while concerted efforts are intensified to apprehend other fleeing members of the syndicate.

“This successful operation further demonstrates the effectiveness of the Rivers State Police Command in combating kidnapping and all other forms of crime in the state.”

 

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