* Meeting agenda did not contain resolution on Tanoh
* CEO must step down, says bank’s top shareholder
* Tanoh took over as CEO in Jan. 2013 (Adds quote, context)
By Matthew Mpoke Bigg
LOME, March 3 (Reuters) - Ecobank shareholders passed a governance action plan to address criticism by Nigeria’s securities regulator at an extraordinary general meeting on Monday where the fate of CEO Thierry Tanoh was not on the agenda, a top bank official said.
The long-running row over corporate governance and leadership at one of sub-Saharan Africa’s biggest banks casts a spotlight on the integrity of financial institutions on a continent whose economies are expanding rapidly.
Tanoh has faced calls to step down in recent weeks from his top executive team and the bank’s biggest shareholder, Public Investment Corporation of South Africa, but there was no vote on his future at Monday’s meeting as the agenda was set in advance.
Institutional investors at the pan-African lender withdrew a motion to create a seven-member interim board in place of the current board, which has 12 members.
That move left Tanoh’s situation unclear. Senior bank officials and his defenders outside the bank say his priority has always been to entrench good governance and thus he may see Monday’s vote as a victory for the bank.
One senior Ecobank staffer told journalists the adoption of the plan was a “clear success”.
Other senior sources told Reuters the smaller interim board would have been balanced in Tanoh’s favour but there are enough votes on the 12-member board to oust him.
Tanoh, an Ivorian, took over as CEO in January 2013. He is a former vice president of the World Bank’s International Finance Corporation (IFC).
“Ecobank shareholders passed a governance action plan which will supervise bank governance,” said the senior official, who declined to be named.
PIC, which holds 18.35 percent of the bank’s shares, on Saturday said Tanoh must step down immediately, citing a string of governance and other abuses.
In February, the four members of Tanoh’s Group Executive Committee, which runs the bank, called for him to step down because of what they said was a crisis of leadership.
Ecobank faced criticism in January from Nigeria’s Securities and Exchange Commission. It cited an absence of clear vision and strategy, inadequate transparency in recruiting and conflicts of interest.
The day-long, closed-door meeting at the bank’s headquarters in the Togolese capital Lome featured a carefully orchestrated protest against Tanoh and board chairman Andre Siaka which delayed voting.
Witnesses said a group of around 30 shareholders held up signs and made allegations about Siaka’s business affairs in Cameroon, arguing he should step down from his role as meeting chair.
“Thierry Tanoh and IFC must go for growth in ETI,” said one T-shirt, which referred to Ecobank Transnational Incorporated, as the bank’s holding company is called.
Another T-shirts said “No IFC,” in a reference to Tanoh’s previous position and the IFC’s status as an institutional investor with a seat on the board.
“I have never seen anything like it,” one shareholder from Burkina Faso said of the protest, adding such bank meetings were normally over by lunchtime.
Ecobank has assets of around $20 billion and operates in 33 African countries, giving it an unusually broad footprint and a significant role in financing economic expansion on a fast-growing continent.
The bank’s profits rose 56 percent in the first nine months of 2013. Senior bank officials reject criticism of Tanoh and say those results show his effectiveness as a chief executive. (Reporting by Matthew Mpoke Bigg; Editing by Emma Farge)