Akinwale Akintunde
A National Industrial Court in Lagos has ordered Unity Bank to reinstate Mrs. Arese Alonge to her position as Executive Director of the bank.
It also ordered the bank to pay her all entitlements and benefits pertaining to her office.
In a judgment delivered by a trial judge, Justice John Dele Peters, the court held that Unity Bank did not follow the mandatory provisions of Sections 262 and 266 of the Companies and Allied Matters Act (CAMA) in the purported termination of Alonge’s appointment.
The judge consequently, voided the sack.
The suit was instituted by the claimant in Lagos and trial conducted before the trial judge was transferred to the Ibadan division of the court.
The judgment was therefore delivered in Ibadan on September 27.
Section 262 provides that for a director to be removed, he or she must be served a requisite notice of a meeting while Section 266 provides the procedures for removal of directors.
Justice Peters said: “I note that for reasons best known to the defendants, they chose not to address the issue of service of requisite notice of meeting on the claimant, the pleadings of the defendants are silent on this.
“Exhibit AA8 which is the letter conveying the alleged board’s decision to terminate the appointment of the claimant did not state the date of the alleged meeting where the decision was taken.
“I find and hold that the claimant was entitled to be served but was not served notice of the board meeting as required by law.
“I declare that her removal was in violation of the provision of CAMA particularly Section 266(1) and (2) and the violation renders the meeting invalid by virtue of Section 266(3).
“l therefore pronounce the said removal of the claimant invalid, the claimant must be deemed to be and is still the executive director of the first defendant, I so pronounce it.”
The judge declared that the letter of termination of appointment issued to Alonge by Unity Bank on January 14, 2015, was null and void and as a result, she is still an executive director of the bank.
“The claimant is to continue to enjoy all the entitlements, benefits, emoluments and all other rights and privileges attached or appertaining to the office and position of executive director of the first defendant,” Justice Peters said.
The judge ordered that Unity Bank should pay Alonge her basic monthly salary of N1.381 million, commencing from January 30, 2015, till the date of the judgment.
In addition, the judge ordered the defendant to effect payment of the quarterly N2, 194,666.00 payable in the months of January, April, July and October, commencing from January 30, 2016, till the date of the determination of the suit.
The claimant is also to enjoy other allowances, benefits and entitlements due to her as an executive director.
“All the sums due to the claimant under and by virtue of this judgment shall be paid with 15percent interest per annum from the date of this judgment until final liquidation.
“All the terms of this judgment shall be complied with within 30 days from today,” Justice Peters
stated.
Alonge’s claims for N30million Executive Director profit sharing entitlement, N250million general damages and N20million solicitor’s fees were however dismissed by the judge.
The court also granted an order of perpetual injunction restraining the bank or its agents from harassing and intimidating Alonge.
Alonge had on February 11, 2015, instituted a suit against Unity Bank and Mr. Henry Semenitari, the then Managing Director of the bank.
During the court proceedings of February 27, 2017, Alonge led in evidence by her lawyer, Adewale Kamoru, and Mrs. Kehinde Daniel of Kemi Pinheiro’s chambers, said her services were engaged on October 1, 2014, and she resumed work immediately contributing to the key growth of the bank.
She told the court that on January 14, 2015, her appointment was terminated on the basis that her services “were no longer required.”
