As the nation grapples with electricity challenge, Eko Electricity Distribution Plc’s (EKEDP) boardroom crisis is deepening. Directors are bickering over what they described as undue personalisation of board authority, abuse of due process and vested interests.
From a managerial crisis around alleged ghost workforce and call for proper investigation, the crisis has engulfed the entire company and its private holding company.
The Federal Government, which controls 40 per cent equity is now being looked upon to intervene before things fall totally apart.
EKEDP, one of the 11 DisCos controls one-sixth of power distributed from the national grid. It covers several major commercial centres within the Lagos-Ogun axis. Its business covers three geographical areas, segmented into 11 districts, including highbrow southern part of Lagos State – Lekki, Ibeju, Islands, Orile, Ijora, Apapa, Mushin, Festac, Ojo, Ajah and Ogun State’s economic cluster of Agbara.
According to documents obtained, the crisis has become a polar fight between the chairman, Mr. Oritsedere Otubu and few directors on one side and majority of other directors on the other side, with accusations and counter-accusations of underhand dealings and impropriety.
Last year, many whistleblowers alerted the management to an entrenched malfeasance including ghost workforce, misappropriation and diversions. At the centre of this was a top official. After incessant pressure, the managing director, instituted a process for thorough investigation of the allegations, but this ran into a boardroom storm of tricks as directors openly alleged plans by certain vested interests to cover up the misdeeds.
Some directors felt Otubu, a non-executive chairman, was usurping the authority of the board and acting like an executive chairman.
Citing several documents to back up their claim, they alleged that Otubu, a minority shareholder who also represents the interest of West Power & Gas (WPG) Limited, was acting as a sole business owner and against all boardroom ethos and standards. EKEDP is a subsidiary of WPG, the core private sector majority shareholder.
Battle of wits
The simmering battle of wits snowballed into direct confrontation with the unilateral decision of Otubu to countermand the recall of EKEDP’s chief legal officer, Wola Joseph to WPG and subsequent redeployment of the managing director, Tinuade Sanda, to WPG. Most board members felt Otubu was allegedly acting a script.
Integrity is the first of the six corporate values of EKEDP, which included excellence, responsiveness, value-driven, safety and empathy.
In some of the documents, Otubu and the chairman of WPG, George Etomi, stoked a long-running boardroom intrigue, with other board members joining the fray. While Otubu authorized the recall of suspended CLO, Wola Joseph on December 5, 2023, Etomi and other directors fumed such undermined the integrity and authority of the EKEDP board and its parent company, WPG.
Otubu had written against the recall of the CLO thus: “Dear Wola, I was copied in a letter from Chairman of WPG dated 5th of Dec 2023 recalling you from the position of Chief Legal Officer to EKO DISCO. Kindly disregard this letter in its Entirety. Eko Disco will continue with its process of looking into the matter. Eko DISCO MD, Dr. Tinuade Sanda who is copied should note accordingly.”
Etomi fired back in a memo circulated to all directors thus: “Dear Dere, my attention has been drawn to a recent email sent by you to the Chief Legal Officer (CLO) and the MD/CEO EKEDP, among others, instructing that the WPG email containing the CLO’s Letter of Recall from EKEDP be disregarded in its entirety.
“I am very surprised at this turn of events because instructing the CLO to disregard a directive from the Chairman of WPG, her employer, can be considered an act of encouraging insubordination. This may easily be construed as setting a wrong precedent that could empower management staff to undermine the directors of the board at all levels.
“As you are aware, WPG is well within its rights to recall any of its staff based on the operations and management agreement executed between WPG and EKEDP.
“The rights to recall and/or discipline staff are consequential rights of WPG as the CLO’s employer. The Letter of Recall to the CLO constitutes standard practice in such cases, pending the conclusion of the investigation and determination of the matter.
“Kindly be aware that the issues that have necessitated the recall are very grieveous and nothing whatsoever should be done to condone or cover them up. Without prejudice to whatever action you want to take, WPG will go ahead to conduct a full investigation into the matter and I advise all our nominees on the EKEDC Board not to lend themselves to any cover up. The instruction to recall stands and ignoring It will be at the peril of whoever does so.”
However, not satisfied with the content of Etomi’s reply, Otubu responded insisting that the recall of the CLO to WPG was a nullity as far as he was concerned. Otubu wrote: “Dear Chairman, I’m kindly surprised at your letter as I had spoken to you on why your “Letter of Recall”’ should never have been issued in the first place and was therefore disregarded.
“I had pointed out to you that it was clearly improper for you to ‘singlehandedly’ issue instructions of such significance on behalf of WPG and on a matter that relates to you without wide consultations.
“Furthermore, these instructions are to officers in a separate company, Eko Disco, with significant government shareholding and its own processes. Issuing threats to Eko Disco staff is kindly ill-advised and of no value.
“I would therefore kindly request you to allow us the space to conduct the investigations properly. Without prejudice, I will no more be joining issues with you on this matter as you are expected to recuse yourself.
“Be that as it may, you can kindly rest assured that this matter would be handled fairy and with the seriousness it deserves. I would also kindly assure you that we will not protect anyone found guilty of wrongdoing.”
Etomi responded with a stinker that opened a can of worms. He wrote: “Dear Dere, Let me remind you that when you spoke to me it was more about how this matter can be suppressed and I told you very clearly that I would not stand for that.
“Given the reference to GEP of course I will recuse myself from any investigative panel that will be set up to look into this matter. I do not see how recalling a WPG employee that serious allegations have been made against can be wrong. On the contrary, your assumption of my guilt is what shows your bias and I do not trust any process in this matter that is chaired by you.
“I know of people you have spoken to insinuate my culpability. I will not allow you or anyone else use this inexcusable action of the CLO to tarnish my hard earned reputation.
“Thankfully, a thorough investigation will reveal the truth. The federal government participation in our business is all the more reason why nothing should be swept under the carpet. You can do whatever you like but it will not be at my expense.”
Few against many
Most other board members felt there were untoward abrogation of due process and board authority. A director, Simon Ani, in a document circulated to board members, detailed their concerns. Ani wrote: “Dear Ernest (Oji) and Chairman Dere (Otubu), I want to respond to both your e-mails regarding the matter of Eko’s CLO Wola, as follows:- “Re Ernest’s below mail.
“Ernest (Oji), you have a good point and I agree with you, but you will also note that George (Etomi) has called for a WPG Meeting on the 19th and this matter is already listed on the Agenda. And in one of George’s mails to Dere, George has already said he will recuse himself. But your point was in order.
“Re Chairman Dere’s Mails of 05th December 2023 to Wola copying Eko Directors and 06th December 2023 responding to George and copying WPG Directors and shareholders.
Charman D (Otubu),
“I’m sorry to say, but honestly, I think your mails are ill-advised and inappropriate For two reasons:- (a) WPG have written earlier this year to all of us directors on Eko’s board, clarifying that we are there representing WPG’s interest. We are not there for any other purpose. We are not there representing our own shareholdings. WPG nominated us to sit there to look after WPG’s interests.
“Also, WPG have written clarifying that we are all ‘non- executive directors’ including you, Chairman, you are a ‘non-executive charman’. As such, none of us, including you chairman, has the authority to unilaterally issue orders and directives. We can only do so as part of the Board Meeting Process.
“Therefore, it is wrong for you to unilaterally countermand Chairman WPG’s e-mail bringing the Wola matter to WPG board. If we feel strongly about it and disagree, the WPG boardroom is the time and place to put those arguments forward. WPG employed all senior management, Wola is one of them. And, under the O & M (Operation and Management) Agreement, WPG has overall supervisory responsibilities for Eko.
“The moment we undermine constituted authority we also in the process create room for our own authority to be undermined. Very serious allegations have been made against Wola, as a WPG employee it now becomes a WPG matter.
“And Dere (Otubu) you cannot openly and brazenly disrespect our holding company chairman and expect people to respect your chairmanship of Eko. Given that you didn’t consult with or include your colleagues in your persona feud against Mr. Etomi, you are equally culpable of the acts you accuse him of.
“Like Mr. Etomi and myself, you are also a minority shareholder, yet you acted and wrote in your email as the sole proprietor of the business, so what’s good for one is good for all.
“You also have to disqualify yourself as well because it is clear that you are more interested in the accused Wola, or in the matter, than meets the eye. Moreover Mr. Etomi stated in one of his mails that you appealed to him to kill the matter. That alone stops you from any role in the investigation.
“As a result of your alleged interference and approach to Etomi you have exposed yourself to allegations of unprofessionalism and inappropriate behaviour as a non-executive chairman. I therefore implore you Dere (Otubu), for the sake of safeguarding your credibility as a non-executive chairman and to preserve our institutions, that you please urgently recall your e-mails and recuse yourself from the matter”.
Ani stated that EKEDP directors had been inundated with anonymous messages from whistleblowers calling out the company on the ghost workforce scandal, with the general staff of the company also keenly following the ugly development.
“Everything we do is being watched by over 5,000 staff, who have seen a lot of very poor governance from their leaders (all of us), over the past decade. Morale is low. Theft is high. Resentment is even higher now!
“For once, please let us do things the right way, and at least come out of this with a little respect in front of all our staff and our stakeholders, even if we cannot recover our money, which we should!
“I believe Wola’s recall is the right thing to do in a matter of the gravity. Her subordinates will need to be interviewed and some of them taken on record. Her presence will intimidate them and she can interfere with the investigation process. It is the norm (standard practice) everywhere in the world where there is serious allegations of malfeasance or misconduct or misdemeanour, that such persons steps aside for thorough investigations to be carried out.
“I am shocked that anyone of us will try to interfere in this matter, considering the potential consequences of the allegations. The real issue is how much more of these acts have gone undetected. How many ghost workers do we have in our over 5,000 staff and who are their sponsors or fellow conspirators,” Ani stated.
According to Ani, what should concern the directors as investors should be stopping the rots in the company rather than bickering over a petty show of power – Eko vs WPG, while investors are losing money.
“The far-reaching consequences of Chairman D’s (Otubu) countermand of George’s (Etomi) letter, I believe wasn’t properly thought through. The sooner we retrace and harmonize positions, the better for us all. My view is that the WPG letter should remain and NOT be withdrawn since it’s her staff that is being called to question.
“A WPG committee should immediately be set up to investigate the allegations whilst Wola remains recalled until conclusion of investigations. Lastly Unity and Integrity should be our guiding principle in these very trying times,” Ani stated.
Rancour over investigation committee
Board members also felt dissatisfied with the way Otubu carried on with the constitution of a “Human Resources Investigation Committee”, raising objections to the terms of references, which were allegedly drawn up unilaterally by Otubu.
In response to a document circulated by Otubu titled, “Terms of Reference for Investigation Committee,” a board member and Chairman, Legal, Corporate Governance and Regulatory Compliance Committee, Babor Egeregor, objected to the terms, accusing Otubu, like others, of usurping the authority of the board and acting as an executive chairman.
Egeregor wrote: “Dr. (Dr. Tunji Olowolafe), please, deliberating on this extraneous Terms of Reference as singularly and surreptitiously introduced by Mr. Otubu, who openly admitted to being conflicted will be tantamount to deliberating on falsehood and illegality.
“As Chairman, Legal, Corporate Governance and Regulatory Compliance Committee, I am obligated not just to my shareholders, but also to the company (partly Federal Government owned) and my God, to stand on the side of truth at all times.
“We must be governed by the resolutions of the board, which is the highest decision making body of the company. Mr. Otubu is acting as an executive chairman, which he is not and definitely not an emperor as he is attempting to be.
“When we do things like this then we are saying we have thrown caution, corporate and good governance out of the window. When we get to that meeting, I won’t be a part of this fake and fabricated terms of reference”.
Egeregor, a life coach who specialises in leadership coaching and values reorientation, did not let the matter rest. He followed up with another lengthy response to board members on reasons for his objection to the terms of reference while advocating for the board to operate within the guidelines of the decisions reached at WPG’s board meeting.
Egeregor wrote: “Dr (Dr Tunji Olowolafe, Chairman, Investigation Committee). I feel I should urgently raise my objections on the email you sent to us which had an email trail from Mr. Dere Otubu highlighting what he (Otubu) referred as “Terms of Reference”.
“I actually wanted to await the commencement of the meeting tomorrow before raising my concerns; but thought against that position as this pertains to falsehood and outright miscommunication of what we discussed at the board meeting, hence, this mail.
“It might interest you to know that this supposed Terms of Reference emanating from Mr. Otubu is at best his sole idea and completely at variance with the board resolution asking us to investigate the CLO and the allegations of ghost workers as raised by the MD.
“I am therefore at a loss to Mr. Otubu’s reference to investigation of any other parties outside of the board resolution. Also recall, that Mr. Otubu had earlier made moves to kill/cover up this matter by reaching out to George Etomi as captured in Mr. Etomi’s mail to us all. I also recall that Mr. Otubu confirmed at the last board meeting that he was conflicted and me and your good self vehemently denied being conflicted in any way. Hence, the committee cannot in all good conscience accept a term of reference solely crafted by him from whatever source that didn’t emanate from our board meeting.
“At best, other parties can be invited to testify if and when the need arises. These extraneous allegations against persons not discussed nor named in our very detailed and extended meeting now being introduced into this otherwise simple matter is at best kicking the can down the road.
“Ultimately the truth will prevail. Please kindly consider my concerns and take appropriate measures to allow us abide by the board resolution on this subject matter”.
Olowolafe carefully responded: “Dear Babor (Egeregor), I am sure there is a misunderstanding. I sent to all members of HR committee a memo sent to me by Chairman Eko disco. When we meet tomorrow, we will deliberate on how we intend to handle the assignment from the board. I am not in a position to comment further”.
The intrigues around Sanda’s recall
With tempers high at the board level, the uncompromising stand of Managing Director of EKEDP, Dr. Tinuade Sanda, placed her in the battleground. Otubu allegedly worked to send Sanda back to WPG because of her insistence on due process.
Taking advantage of escalating media reportage of the scandalous issues emanating from the board crisis as well as agitations from staff union on the need to the right part in resolving the controversial issues of corruption, in January, Otubu warned Dr. Sanda of his displeasure at her inability to manage these developments.
In a document, Otubu expressed worries about the crisis coming to limelight and its consequences, calling on her to put a stop to it.
Otubu wrote: “Recall that we have been under unprecedented assault from whistle blowers, the union and the press since the matter (ghost workforce) came up. You are kindly instructed to take action and protect the integrity and image of the company, the directors, shareholders and all stakeholders from such attacks.
“Kindly show leadership and competence and treat this matter as extremely important and urgent. The board will take all necessary action to protect the company if management fails to do its job”.
Dr. Sanda, with an outline of a preferred course of actions based on the company’s rules and regulations, wrote: “As the MD, I have at all times taken steps to ensure the protection of the company’s integrity and brand, which was why, I initiated the ghost workers queries in the first place after I was alerted by a whistle blower within the company and did some investigations:
“(A) On 27th Nov, when the email from a “Third Eye” was sent to the board, I immediately forwarded the email to JP Attueyi to trace it and unravel the source. Unfortunately, the email was traced to an IP address in US (USA).
“(B) On Friday, 12th, when another email was received from a whistle blower claiming himself/herself to be a staff, I requested JP to do a similar search, and he has now requested the originating email which I will forward to him shortly.
“(C) I discreetly and carefully managed the Vice Chairman of NERC when he reached out on the matter to avoid any outburst or unwanted action from NERC. (D) On 10th Jan, when received the letter from NUEE, I immediately forwarded it to the board and sought guidance on what response to provide or how to deal with the matter, and I am yet to get guidance in this regard”.
Dr. Sanda outlined that she had internally managed several staff who have come into her office at different times requesting updates and justice on the matter without escalating this to the board as her automatic reflex instincts was always to defend and protect the company.
“There can be no doubt whatsoever of my understanding of the MD’s role and my consistent defense of the company at all times, whether in cases such as the present matter or in reaction to NERC or any other party. I always protect the integrity and image of the company at all times and continue to do so unflinchingly. However, it is clear that the staff are anxious to know how the matter will be investigated and decided. This has been their clamour since this matter was escalated to me in November 2023.
“There is a feeling of resentment amongst staff at the way the company handled previous instance of job abandonment for relatively small amounts, yet here, a senior officer has been accused on a similar issue, and for much larger sums of money, yet no visible actions. There is a strong and growing perception of injustice and double standards”, she wrote.
On how to protect the integrity and image of the company, the directors, shareholders, and others from the brewing public attacks, Sanda recommended that the relevant provisions of the company’s rules and regulations be applied.
She said: “My recommendation to ‘protect the Company from such attacks’ would be that Chapter 10 of the Company’s Conditions of Service (CoS) should be applied. Please note that Paragraph 10, page 40 (new CoS) and page 38 (old CoS) state that an employee may be interdicted from his/her duty if he is suspected to have committed an offence which under this chapter attracts dismissal as the penalty, provided that disciplinary proceedings have been or are being instituted against him.
“This would send a clear message to all staff and external observers that the company does not have double standards, that the same process that has been applied to junior staff in the past is being applied today to senior staff, etc.
“This will go a long way to assuage and pacify feelings which will give the time needed for the HR Committee to complete their investigation and submit their report to the board.
“You would agree with me, Sir, that this is not an operational matter, hence, authority on matters such as this clearly lies with the board. Therefore, I kindly await your further directives, sir(s)”.
Misdirection of energy
Many board members were worried about seeming misdirection and openly raised concerns. In one of such relating to the way and manner Otubu continued to run the company, especially fixing board meeting of EKEDP where the decision to redeploy Dr. Sanda to WPG, Ani listed a lot of concerns on the probity of recent actions.
Ani wrote: “I was surprised and appalled to wake up this morning to see the below mail calling an emergency Board meeting to deliberate on the special HR investigation committee’s report, for the following reasons:-
“Our Committee are yet to meet and review a report which I believe is a draft only submitted in the last day or so, how can we call a board meeting to deliberate on a report which is yet to be finalized and submitted? Except if the outcome has already been decided and these meetings are all only a smokescreen? Is this the message we really want to send out to the many interested observers of this matter sir?
“The person at the center of the allegations being investigated has recused herself from the company’s affairs, in area of invoking the Company’s CoS disciplinary measures, interdictment, Etc. In this context, her recuse from the company’s affairs should be absolute, so how can you now copy this person openly in a Board Meeting to discuss the allegations against her?
“I think the correct protocol, which we have followed as long as I have been a Director, is that we copy the DG of BPE, I do not recall multiple persons at BPE being copied into any previous calls for meetings or Notices, etc. Why are we now deviating from this protocol?
“I thought there are rules governing how to call meetings, even emergency meetings, certain time needs to be given, Etc. Why are we now waiving our own constituted rules? The above are formal thoughts occurring to me.
“In addition, on a practice level, how do you think it looks to the outside word, that the HR Meeting to review the 1st draft of their investigation report is called for 2pm today, then at midnight last night, an e-mail goes out can go for an emergency board meeting to review the committee’s report at 3 pm today? Even to the most disinterested observer, don’t you think we are sending a clear signal that this whole process is contrived, that the desired outcome has already been decided. And this after so many warning signals from the NLC, from NERC, Etc . . .
“Please sir, recall the call for an emergency board meeting, allow the committee to do their work and submit their report to the board, circulate the report to the board members, then call for the board meeting allowing sufficient time for the report to be digested. At least let us pretend that we are observing minimum due process and governance protocols
“Lastly, please recall my earlier mail where I cautioned against actions which may damage our company, individual shareholders will take steps to safeguard their investments”.
With the lingering crisis snowballing into increasing poor performance at the disco, stakeholders said the matter might force the federal government to intervene to protect its significant 40 per cent equity stake and the general interest of the Nigerian public.
