* Several current, former bank officials say problems began under Tanoh
* Ex-directors say senior executives resisting Tanoh's reforms out of fear
* Tanoh told board of alleged prior governance problems last August
By Matthew Mpoke Bigg
ACCRA, March 2 Two former directors of Ecobank defended CEO
Thierry Tanoh and said he is under pressure to resign because he is dealing with
governance problems that allegedly took place before his tenure began at one of
the biggest banks in sub-Saharan Africa.
Their views are likely to be advanced to shareholders by the company on
Monday at an extraordinary general meeting (EGM) at its headquarters in the
Togolese capital Lome to vote on governance reforms.
Several current and former senior bank officials rejected the claim as false
and said it was an effort to divert attention from governance problems which,
they asserted, started once Tanoh became chief executive in January 2013.
Ecobank is divided over the leadership of Tanoh, an Ivorian who was
vice president of the World Bank's International Finance Corporation.
The bank's main shareholder Public Investment Corporation of South Africa
said in a letter on Saturday Tanoh should be dismissed immediately, accusing him
of governance breaches and of failing to raise capital.
On Feb. 13, the executives on Tanoh's top management team called for him to
step down to resolve a leadership crisis.
Former directors Babatunde Ajibade and Kolapo Lawson, who served on a board
that now has 12 members, said criticism of Tanoh is rooted in fear by other
senior executives that his willingness to reform governance may expose past
In interviews, both men declined to spell out those alleged failures in
detail. But Lawson said in a resignation letter dated Feb. 7 and seen by Reuters
that they stemmed from "the ETI public offering of 2008", which refers to the
bank's flotation on the Nigerian stock exchange.
ETI, or Ecobank Transnational Incorporated, is the name of the bank group's
"The institution has an unfortunate legacy of executive mismanagement that
was deliberately and carefully concealed from the board," said Ajibade's
resignation letter, dated Feb. 6 and also seen by Reuters. Ajibade is a
Ajibade and Lawson said their concerns were first raised last Aug. 5 when
Tanoh presented an interim report to the board, spelling out possible breaches
prior to his tenure that he said needed to be investigated.
Evidence of those purported breaches should emerge in a report by
professional services firm EY that was commissioned by the bank, Lawson told
Reuters, calling allegations against Tanoh that have occurred since that board
meeting a "smokescreen".
"There was great resistance, and that resistance continues to this day. The
board doesn't want to release the results of the EY report," Lawson said.
"They want to get rid of him before the EGM," he added.
An Ecobank spokesman declined to comment. Tanoh was unavailable for comment,
and has previously declined to speak about the issues while investigations are
The current and former senior officials dismissed Ajibade and Lawson's
claims and said governance standards were strictly upheld during the tenure of
previous CEO Arnold Ekpe.
The former directors' views were merely an attempt to divert attention from
this fact, said the officials, who declined to be identified. Ekpe declined to
The officials said Lawson's credibility on the matter was tarnished. Lawson
stood down as chairman in October, saying he did not want to preside over the
governance review, before sending his letter of resignation from the board on
In 2013, he owed Ecobank Nigeria roughly $10 million indirectly through
businesses he owned and a further 1.4 billion naira ($8.5 million) of borrowings
that was sold to Nigeria's so-called "bad bank", the Asset Management
Corporation of Nigeria (AMCON). AMCON owns 8.09 percent of Ecobank stock.
The debt portion owed to the bank has now been paid, Ecobank said.
In a separate letter to Nigeria's Securities and Exchange Commission (SEC),
dated Jan. 20, Tanoh calls for further investigation of what he called previous
"Subsequent to my assumption of office ... I became aware of improper
financial offences at ETI that have not been done in the best interest of
investors or the institution," said the letter, seen by Reuters.
It was not immediately possible to reach other board members. Top executives
have declined repeated requests for comment.
($1 = 164.9500 Nigerian nairas)
(Additional reporting by Chijioke Ohuocha in Lagos; Editing by Daniel Flynn and