By Moji Eniola
The National Industrial Court, sitting in Ikoyi, Lagos State, on Monday voided the termination of employment of Mrs Arese Alonge, declaring her a subsisting Executive Director of Unity Bank.
The court ordered the bank to pay all entitlements and benefits that pertain to her office.
Alonge had on Feb. 11, 2015 instituted a suit against Unity Bank and Mr Henry Semenitari, the Managing Director of the bank, over wrongful termination of appointment.
Delivering judgment in the suit, Justice John Peters held that Unity Bank had not followed 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 News Agency of Nigeria (NAN) reports that 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 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 dated Jan. 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 or 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 N1.3 million, commencing from Jan. 30, 2015 till the date of the judgment.
In addition, the judge ordered the defendant to effect payment of the quarterly net monthly salary of N2.1million payable in the months of January, April, July and October to the claimant commencing from Jan. 30, 2015 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 said.
The judge, however, dismissed Alonge’s claims for N30million Executive Director profit sharing entitlement, N250million general damages and N20million solicitor’s fees.
The court granted an order of perpetual injunction restraining the bank or its agents from harassing and intimidating Alonge.
NAN reports that during the court proceedings of Feb. 27, 2017, Alonge, led in evidence by her lawyer, Adewale Kamoru of the chambers of Mr Kemi Pinheiro (SAN), said her services were engaged on Oct. 1, 2014 and she resumed work immediately, contributing to the key growth of the bank.
She told the court that on Jan. 14, 2015, her appointment was terminated on the basis that her services “were no longer required”.
Alonge had noted that she was not given any notice of meeting where the purported Board’s decision to terminate her appointment was made.
Opening their defence on May 31, 2017, Mr Alaba Williams, the Head of Litigation of the Unity Bank and their sole witness told the court that Alonge , when being hired, had promised to mobilise N50billion deposit for the bank.
Williams, led in evidence by Mr Paul Eishemomoh, counsel for Unity Bank, said Alonge’s inability to deliver on her promises prompted the bank to issue her letters of query dated Dec. 19, 2014 and Jan. 7, 2015.
He said that the claimant’s response to the queries was considered by Unity Bank’s Governance and Nomination Committee meeting held on Jan. 13, 2015.
Williams said she was sacked by the bank on Jan. 15, 2015 on the recommendation of the committee.