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Tuesday, October 27, 2020
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Health Plus Faces Boardroom Crisis as Legal Wrangle Worsens

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Health Plus, the leading Nigerian pharmacy and beauty chain says that it complied with extant laws in its decision to sack founder Bukky George.

Atlas Semper Capital, the majority shareholders of Health Plus, said that Ms George’s replacement by Chief Transformation Officer Chidi Okoro satisfied all legal requirements.

“This difficult decision was made in full compliance with Nigerian law and following a long and drawn-out process of engagement, through which the board sought to address multiple issues with the way the company was being managed,” the board said on Monday.

“Despite a series of significant breaches of the terms of George’s engagement as CEO, the board explored a range of options that would enable her to continue to play an alternate leadership role.”

“As a result, the majority of the board of directors of the company determined that a change of leadership was required if HealthPlus was to achieve its strategic goals and the former CEO’s appointment was terminated in accordance with its terms.”

Atlas Semper Capital said that the two parties failed to reach an amicable resolution and that urgent action had to be taken in order to forestall an adverse effect on the entire business, including customers, employees, and other key stakeholders.

Atlas Semper Capital says that it has continued to invest in the company, subject to the attainment of key performance targets and that Ms George remains a member of the board while Okoro oversees the day-to-day operations of the company.

The private equity firm said that it had tried to accommodate Ms George but that certain serious issues had not been addressed, forcing it to take action. Atlas Semper also said that although Ms George had failed to meet key performance targets, it had continued to invest in the company.

“Although these targets were never achieved by the former CEO, Atlas Semper Capital still sought to provide the business with financial support through growth capital. Despite a pressing need for cash in the company over the past year, George has not only refused to agree to offers of additional investment on commercially reasonable terms but attempted to force ASC to restructure the existing binding contracts governing their relationship – agreements, which she readily signed in 2018 after taking independent legal and financial advice.”

Ms George and her allies, had alleged in a statement circulated on Saturday, that the appoinment of Mr Okoro as the new de facto chief executive of Health Plus, was done in bad faith and was part of an elaborate “hijack” scheme designed by Atlas Semper Capital, the private equity firm which bought a stake in Health Plus in 2018.

Ms George’s solicitors A. Muoka and Company, said George cannot be removed as CEO without a board resolution passed at a meeting of the board of directors duly convened and held or written resolution of all the directors.

The firm said that with the resignation of two board members— Ayo Salami, chairman of HealthPlus, and Deji Akinyanju, the decision to terminate George’s appointment as CEO was not made by a majority of the board of directors but by a depleted board.

“George is entitled to nominate a replacement for Akinyanju and the shareholders are required to agree on a replacement for Salami, in order to properly reconstitute the board,” the September 28 letter addressed to Afsane Jetha and Zachary Fond read.

“No steps, whatsoever, have been taken in this regard, and it is, therefore, improper to refer to ‘a board’ when what the company has at present is depleted or improperly constituted board.

“Our laws here do recognise the right to a ‘fair hearing’, and our courts are very eager to uphold the same.” The firm said the termination of George’s role as CEO is improper and without any vires and shall be disregarded entirely.

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