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SEC warns pan-Africa lender, Ecobank, over corporate governance

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The Securities and Exchange Commission (SEC) on Thursday directed Ecobank Transitional Corporation (ETI) to organise an Extra Ordinary General Meeting (EGM) before the end of February 2014.

SEC said in a statement that the findings and recommendations of its corporate governance audit should be communicated to the shareholders at the meeting for their resolutions.

It said that the gaps identified from the review were the absence of a clear vision and strategy to drive the institution.

It said the lapses also included inadequate transparency in recruitment procedures and mechanisms for board members and executive staff, which it said, fostered conflicts of interest.

The commission also gave ETI one year remedial plan with specific measures on how to address the specific governance gaps observed in the audit.

“In the public interest, SEC will also expect a quarterly report from ETI on progress being made,” the statement said.

It said that ETI needed to appoint a substantive board chairman to improve on its governance climate, noting that, such an appointment should be the result of a credible selection process.

According to the statement, such a chairman needs to have the relevant experience and skills to guide the remedial plan.

“The chairman should have integrity, independence and should not have the potential for conflict of interest in the discharge of the role,” the commission said.

It also advised that steps should be taken to ensure that board members and the management team had the requisite skills and experience to oversee or manage the affairs of ETI.

The commission, however, expressed optimism that implementation of the remedial plan would eliminate the governance lapses and strengthen the bank.

The commission also reiterated its commitment towards ensuring market integrity and the protection of the investing public.

The News Agency of Nigeria (NAN) recalls that SEC, in Sept. 2013, commenced investigation into the affairs of the bank following some revelations by its Executive Director, Risk and Finance, Mrs Laurence do Rego.

Do Rego had told the regulator in August that year Mr Kolapo Lawson, the former chairman of, ETI and the bank’s Chief Executive Officer, Mr Thierry Tanoh, planned to sell assets below market value.

The bank has denied all the allegations, stressing that its 2012 consolidated financial statement was audited and properly certified by its auditor, the PriceWaterhouseCoopers (PwC).

The pan-African bank had also said the result was published according to International Financial Reporting Standards (IFRS).