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Health Plus solicitor faults removal of firm’s CEO

External solicitor to Health Plus Ltd. has faulted the removal of Mrs. Olubukunola George as the Chief Executive Officer (CEO) of the pharmaceutical company by two of its Directors, Messrs. Afsane Jetha and Zachary Fond. A letter signed by A. Muoka & Co. in response to George’s removal said the claims by the Directors that the CEO was removed over alleged serious professional misconduct pursuant to Clause 15(1) of the Management Agreement dated 15th March 2018 was untenable.

 

The solicitor drew the Directors’ attention to a pending suit marked FHC/L/CS/609/2020 instituted by George to forestall her removal, saying any attempt to remove her as CEO whilst the motion for interlocutory injunction is still pending would represent flagrant disregard of, and an affront on the authority of the court.

 

He further argued that “by item 50 of Schedule 9 – Authority Matrix of the Shareholders’ Agreement ‘appointing, removing or suspending… a key employee’ is a reserved matter ‘to be decided first by the Board or the General Meeting of the Company.

 

The CEO is defined as a ‘key employee’. Clearly, therefore, the CEO cannot be removed without a Board Resolution passed at a meeting of the Board of Directors duly convened and held or written resolution of all the Directors.

 

“Section 15.1 of the Management Agreement does provide that the agreement shall automatically terminate with immediate effect without the need of any notice, proceedings or rulings, in the event that the CEO commits any act which in the opinion of a majority of the Board expressed in writing constitutes serious professional misconduct.”

 

It was further argued that no proper Board is currently in place to remove the CEO in line with the dictates of Section 15.1(d) of the Management Agreement. He added that the action was taken on the 25th of September, 2020 immediately after the further depletion of the Board by the resignation of the Chairman on 24th September, 2020.

 

“In all the circumstances, the said letter and the purported termination of Mrs. George’s role as CEO are improper and without any vires and shall be disregarded entirely,” he further said.

 

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