The solicitor to HealthPlus, A. Muoka & Sons has warned that any attempt to remove the Chief Executive Officer of the Company, Mrs. Olubukunola George will amount to flagrant disregard for the court.
In a statement made available to THISDAY Tuesday, it said George had instituted a suit in which she has a pending motion for interlocutory injunction seeking to remove her, adding that she cannot be removed from office while the motion was still pending in court.
A letter last Friday, signed by two directors of HealthPlus, Afsane Jetha and Zachary Fond, had purportedly terminated George’s appointment as the CEO of HealthPlus following what it termed abuse of office.
But the company solicitor said with the resignation of two of the five directors of the firm, only two directors do not have the capacity to terminate the appointment of the company’s CEO.
It said: “Authority Matrix of the purported shareholders’ agreement appointing, removing or suspending a key employee is a reserved matter to be decided by the board at its general meeting. The CEO is a key employer. Therefore she cannot be removed without a board resolution passed at a meeting of the board of directors duly convened and held or written resolution from all directors.
“The company has five member board comprising two nominees of the foreign investor, two nominees of George (including herself) and a mutually appointed chairman. Section 15.1 of the purported agreement provides that the agreement shall automatically terminate with immediate effect without the need of any notice, proceedings or rulings, in the event that the CEO commits any act which in the opinion of the board constitutes serious professional misconduct. We are aware that the Chairman, AYO Salami, and George’s other nominee, Deji Akinyanju resigned.”
The solicitor said George was entitled to nominate a replacement for Akinyanju, and that the stakeholders were required to agree on a replacement for the chairman in order to properly reconstitute a board. “No step whatsoever has been taken in this regard, and it is therefore improper to refer to a board when what the company has is presently a depleted board.
“In all the circumstances, the purported termination of George’s role as CEO are improper and without any vires and shall be disregarded, the solicitor said.