Tourist Company Board Faults Interim Directors’ Prolonged Tenure

The board of Tourist Company of Nigeria Plc (TCN) has provided a comprehensive explanation of the governance crisis that has engulfed the company in recent months. The tension is attributable to attempts by former interim directors to overreach their mandate despite lacking any shareholding in the firm.

The TCN Board said concerns had arisen over persistent efforts by Chief Anthony Idigbe and Alhaji Abatcha Bulama, originally appointed as interim directors at Ikeja Hotel Plc (IHP) for a three-month term in 2015, to entrench themselves in the operations of TCN and Capital Hotels Plc (CHP) even though they were neither appointed by the Securities and Exchange Commission (SEC) nor elected by the shareholders.

According to the board, both men had remained in board positions across multiple companies for over eight years without shareholder ratification, a position contradicted by their witness statements filed in Suit No. FHC/L/CS/858/2023 between Oma Investments Limited and TCN and nine others. The board stated that their appointment did not emanate from the SEC, and their prolonged stay lacked a legal foundation.

The board traced the issue back to a 2015 SEC-supervised settlement at IHP, which had recommended a forensic audit conducted by Deloitte Nigeria. That audit was submitted to the SEC in December 2019 but was not acted upon until recently. Despite the limited mandate, Idigbe and Bulama had not only overstayed at IHP but also migrated their influence to TCN and CHP, where they continued to insist that they held SEC-sanctioned board positions – a claim the board firmly dismissed.

The statement also detailed attempts by Idigbe and Bulama to dispose of strategic TCN assets, particularly the land housing the Federal Palace Hotel in Lagos. According to the board, the duo tried to sell the land to the NIPCO/11 Plc Group, the same entity that had earlier acquired Sheraton Abuja under Idigbe’s chairmanship of CHP. However, a Federal High Court injunction obtained by Oma Investments on February 21, 2023 (Suit No. FHC/L/CS/260/2023) halted the transaction over concerns of insider dealings and procedural violations.

Further attempts to sell the property through Aquila Asset Management triggered another legal challenge from Oma Investments, resulting in a second injunction under Suit No. FHC/L/CS/858/2023. Meanwhile, the Alex Ibru family, which holds a controlling interest in TCN, increased its shareholding to 80.6% by acquiring stakes from Goodie Ibru’s AVI and Sun International Limited.

The board revealed that despite the clear change in control, Idigbe and Bulama refused to vacate their seats, falsely claiming immunity from retirement provisions typically enforced at Annual General Meetings (AGMs). The situation was further complicated by the company’s secretary at the time, OOT Nominees Ltd, a firm owned by Idigbe and his wife, which supported their position, failed to accurately document board deliberations, and withheld critical meeting recordings even when formally requested by directors.

Tension escalated at an emergency board meeting held on July 22, 2025, when directors rejected links generated by OOT Nominees and opted for official TCN communication channels.

According to the board, Idigbe resisted the directive and acted intimidatingly and aggressively toward his colleagues, especially the two female directors.

Consequently, five out of seven directors passed a board motion to remove him as Chairman, and Mrs. Erejuwa Gbadebo was elected Acting Chair.

The board emphasised that Idigbe was not removed as a director at that meeting. However, due to the conflict of interest and governance breaches, the board suspended OOT Nominees and notified them of its intent to remove them formally under Section 333 of the Companies and Allied Matters Act (CAMA), offering an opportunity to resign or defend themselves. Gbenga Biobaku & Co. was appointed Acting Company Secretary pending the conclusion of the process.

On the SEC’s June 27, 2025, directive on the Deloitte audit, the board noted that most of the commission’s findings centred on alleged infractions by Goodie Ibru, including unauthorised share sales, diversion of workers’ union shares to AVI, and receipt of N12 billion in proceeds.

While the SEC recommended a severance for Goodie Ibru and a 40 per cent haircut on related-party loans, the only issue linked to the Alex Ibru family involved a long-running dispute over rent-free use of the Federal Palace Hotel penthouse, an issue the courts have since resolved in their favour.

SEC further directed Oma Investments to pay rent arrears and accept the haircut, alongside entering into a shareholder agreement subject to SEC approval. However, these directives are under judicial review (Suit No. FHC/L/MISC/760/2025), with the Federal High Court in Lagos granting a stay that bars the SEC from taking enforcement actions, interfering with company operations, or obstructing director retirements or re-elections until the case is resolved.

Despite the stay order, the SEC moved to cancel statutory meetings of both TCN and IHP. In defiance of this, and relying on court protection, TCN proceeded with its AGM on July 26, 2025. At that meeting, the three longest-serving directors: Chief Idigbe, Alhaji Bulama and Otoke Ibru were retired in line with the law. Only Otoke Ibru was re-elected by the shareholders.

The board said: “The process was democratic, transparent, and fully compliant with the provisions of CAMA.” It also added that Idigbe’s continued claim of being an SEC appointee is not only false but also contradicted by documents he signed confirming his appointment by TCN based on IHP’s recommendation, and subject to normal re-election rules.

The board underscored that the current majority shareholders — RFC Limited (43.3 per cent), Toveki Limited (19.1 per cent), and Oma Investments Limited (18.1 per cent) remain committed to protecting the company’s assets and ensuring sound corporate governance.

It stressed that directors without equity cannot override shareholders’ rights or perpetuate themselves on the board.

“The Tourist Company of Nigeria remains a law-abiding entity committed to regulatory compliance, shareholder protection, and ethical corporate governance,” the board said.

Therefore, the board urged the SEC to reconsider its position in light of the facts and cooperate in building governance systems grounded in legality and due process.