Central Bank of Nigeria Boots Out Hakeem Belo-Osagie, As Chairman of United Bank for Africa
Thursday 4 March 2004 was a night of long knives at the 57 Marina, Lagos, headquarters of the United Bank for Africa, UBA. On the slab was principally, Hakeem Belo-Osagie, who was until that night, chairman of the bank. Keem, as the banking phenomenon was widely known, had proven to be a somewhat invincible survivalist. For over two years, the talk had been rife that workers of UBA would see the back of their executive chairman - many of them gladly - for fraudulent practices alleged by the Central Bank of Nigeria, CBN.
Keem stepping into the shadow aside to allow the managing director that he brought in on 1 January 2002, Mr. Arnold Ekpe, some free rein to run the bank while he stayed on as chairman. And this was only in submission to CBN's directive that the post of the chief executive officer of the bank be separated from the chairmanship position, as Keem was widely agreed to have concentrated too much power in the two executive positions.
For Keem, stepping aside into the shadows was temporary. He soon saw Ekpe off. Initially, as TheNEWS gathered, the erstwhile chairman accorded the managing director some measure of independence. To staff of the bank, this was a novel development. "Ekpe was taking some decisions that we never thought could be taken by any other person than Belo-Osagie. He would closely scrutinise huge financial requests and either whittle them down or reject them completely. He approved as he deemed fit and without advice from Belo-Osagie," a top management staff of the bank confided in the magazine. And, as most of the staff the magazine spoke with last week confirmed, the development was a breath of fresh air. After about five years of epileptic performance, Ekpe put UBA back on course of profitability. Its profit before tax which dipped from N4.0 billion in 2000 to N1.6 billion to 2001, went up to N2.4 billion in 2002. In the bank's corporate profile and business review in its Annual Report and Accounts for the 2002, the bank spoke of a "more effective and focused institution with clear objectives and a common direction."
How common that direction was, was defined in a matter of months. Reliable inside sources told TheNEWS that Ekpe, a thorough professional poached from Ecobank, became uncomfortable with certain practices perpetrated by the board of UBA as personified by Keem. In turn, Keem was said to have grown uncomfortable with Ekpe's self-assertiveness.
The two men soon fell out with each other over what one manager described as some "behind-the-scene" disagreements.
In frustration, Ekpe refused last November to continue with his five-year term, which was renewable every two years.
The bank began another search for a new managing director and pencilled down a former chief executive officer of National Bank, Mr. Ayo Olagundoye. But Olagundoye had problems with the Central Bank of Nigeria, CBN, which was questioning him over certain deeds while he held sway at National Bank. So Aliyu Dikko, Executive Director of the bank in charge of Public Sector, was picked to act as managing director.
The situation suited Keem just fine as the power game at the bank turned back full circle in his favour. But on the eventful Thursday, the UBA clock stopped ticking for the banking colossus. Two days earlier, the apex bank had sent a stern instruction to the bank to remove Keem as chairman or it would dissolve the board. Also ordered to disengage were the bank's Vice-Chairman, Mallam Abba Kyari, and its Executive Director of Corporate Affairs, Mrs. Mairo Bashir, who was regarded as Keem's pointswoman in the establishment. The CBN gave the UBA board 24 hours to enforce its order. This gave the bank no room to wait till 23 March when the board should be meeting. Far into the night, the board deliberated on the CBN directive and came to the inescapable: their chairman must indeed quit.
The axe on Keem took some time to descend. For 10 months in 2002, UBA was the focus of an intense probe by the apex bank over money laundering and foreign exchange abuses. The probe was triggered off by a complaint from the government of the United States of America on a sum of $2.5 million fraudulently withdrawn from the US Treasury by one Mr. Neil A. Smith. The American laundered the money in tranches to various banks for further disbursement to designated banks in different parts of the world. Of the sum, $350,000 was wired on 14 September 1999 into account No. 48829001 of a Nigerian company, Zamora Nigeria Limited, at the New York office of the UBA. Investigators of the US Secret Service traced the money to the account, which led to its being frozen by a furious US government on 28 January 2000. The Service also unveiled some other fraudulent transfers, which had been verified and confirmed to have been received by Zamora Nigeria Limited for further credit to the accounts of some companies in Nigeria.
The discovery by the US Secret Service and a report to President Olusegun Obasanjo spurred CBN investigations into the activities of Zamora Nigeria Limited. By November 2002 when the CBN concluded its probe, UBA and Keem's can of worms was a stench.
Zamora was found out to have been floated by the former UBA board and management, both of which Keem straddled. Zamora was created through two lawyers, Messrs Ovie Ukiri and Olasupo Sasore, who were mere proxies, and the company was founded ostensibly to carry on business as general merchants. As the CBN unfurled in the end, "the only business known to have been operated by Zamora Nigeria Limited throughout the period of its operational existence, was foreign exchange trading in free funds which was not within its numerous object clauses and was, therefore, not disclosed to the regulatory authorities." Zamora was incorporated on 6 March 1998 with an authorised share capital of N100, 000, with Ukiri and Sasore as directors. On 26 March 1998, three weeks after incorporation, the company increased its authorised share capital to N10 million. Although the name of Professor Sunmonu Belo-Osagie, Keem's father, did not feature in any of the company's documents at the Corporate Affairs Commission, it came up as a director of the company in money laundering returns of 8 July 1999 to the Nigeria Drug Law Enforcement Agency.
On 8 December 1999, Ukiri and Sasore resigned their appointment as directors of Zamora. According to the duo, they resigned on the advice of a certain person, although they would not disclose the name of the individual. On the same day, only the two directors held an extraordinary general meeting to accept their own resignation and to approve the appointment of Mr. and Mrs. Ahonkhai as the new directors of Zamora Nigeria Limited. They subsequently transferred the shares to the Ahonkhais.
Strangely, the new directors, as uncovered by the CBN, are resident in the United Kingdom as citizens and were not informed of both their appointments as directors and shareowners of the company.
Not surprisingly, the signatures of the couple were glaringly inconsistent on all Zamora documents the CBN perused during its investigation. The apex bank even believed the signatures were forged. Throughout its existence, Zamora Nigeria Limited had neither a chairman nor a managing director. Till they left, Ukiri and Sasore remained non-executive directors and took no active part in the management of Zamora's affairs.
So who was really directing the affairs of Zamora Nigeria Limited? The CBN was unequivocal that the company was established by the UBA board and management mainly to trade in foreign exchange free funds, as is the practice with most Nigerian banks. A year before the birth of Zamora, the UBA management had made efforts to float a vehicle for manipulation of free funds in foreign exchange. In 1997, some directors of the bank incorporated Interatlantic Trade Limited. But the sudden exit, that year, of the bank's Executive Director in charge of Investment Banking and key player in the new arrangement, Mr. Henry Imasekha, aborted the attempt.
Alhaji Mahmud Isa Dutse, who succeeded Imasekha as Executive Director of Investment Banking, was saddled with the assignment of sustaining the free funds trading idea.
So he was a key player in the establishment of Zamora.
Nigel Lardner, Sholola Hughes, Toni Phido and Abba Kyari ably assisted him. Hughes would later easily dupe the UBA plc, using the facility that Zamora provided, of N401 million.
Ukiri and Sasore acquired the shares of Zamora and Interatlantic Trade, as well as those of Moneymart Bureau De Change, at different dates, but all were relinquished on the same date. Their resignation as directors in the three companies also became effective on the same date. After the resignation of their appointments and the transfer of shares to the new shareholders, Mr. & Mrs. Ahonkhai, Ukiri and Sasore continued in office and acted as directors and secretary respectively for the account opening documentation of Moneymart Bureau de Change Limited and Interatlantic Trade Limited, early in 2000.
Although the two proxies were signatories to all the accounts maintained by the group both within and outside Nigeria, they took no active part in the company's operations. They did not sign any cheque throughout the period of the operational existence of these companies.
According to the CBN, "it is obvious from the foregoing that Ukiri and Sasore were acting on someone else's instructions, and evidence abounds to confirm that the authority was higher." That higher authority was obviously the management and board of UBA plc. "It is evident that Messrs Ukiri and Sasore were carrying out an official assignment on behalf of UBA plc for which they got paid for the job done. They were assigned to package Zamora Nigeria Limited for the bank's free funds business, and this was carefully and consciously arranged for the bank.
Unfortunately, the veil on the identity of the real owners of Zamora Nigeria Limited was lifted through the active participation in the administration of the company by the management staff of UBA plc," the CBN stated.
CBN officials believed the UBA managers established Zamora to cover the bank's tracks in its illegitimate trading of foreign exchange in free funds with a view to avoiding subsequent penalties that could arise therefrom. But in the managers' wisdom also lay their folly because, apparently, they could not divorce the involvement of UBA from the running of Zamora in terms of personnel, logistics and funds. Although the CBN could not directly link Keem with the operations of the company, it found enough evidence to prove the former UBA chairman was doing business with Zamora. The apex bank noted that some cheques were issued in favour of Keem to Zamora Nigeria Limited. These, Keem explained away to be for the sale of foreign exchange from his personal funds, like estacode. There were also cheques by Zamora in favour of companies related to Keem. The companies included United Telesys Limited, Hacket Nigeria Limited and Credit Transaction & Investments Limited. This way, at least, a two-way flow of business deals was established between Keem and Zamora.
The CBN was convinced there was no way the wily banker could claim ignorance of the existence of Zamora Nigeria Limited especially as its take-off funding was provided by UBA Trustees Limited (now UBA Capital and Trust Limited), a subsidiary of UBA plc. The thinking is that decision on such a huge funding of a new company could not have been taken without the resolution of the board of which Keem was an integral part, and, indeed, its soul. The first phase of the funding was done in three tranches of N18 million, N20 million and N12 million between 28 April 1998 and 28 May 1998. The urgency of the funding also underlined how dear Zamora was to the UBA top hierarchy. More significantly, Zamora repaid only N51.43 million to UBA instead of N64.78 million, being total interest and principal due to the bank. The CBN could not find evidence that the shortfall of N13.35 million has been paid till today.
On the second funding arrangement of N150 million given to Zamora between 2 February 1999 and 13 July 1999, the company repaid only N153.89 million between 7 September 1999 and 7 October 1999 and withheld the shortfall of N5.80 million. In January 2000, UBA Trustees also rushed to bail out Zamora with N600 million when the US government clamped down on the company's account at the UBA New York office over the money laundering offence. The urgent lifeline enabled Zamora to discharge its obligation to its customers whose funds were trapped in its coffers.
The CBN raised eyebrows on the speed and manner of the huge transaction. When the Zamora account in the UBA office in New York was frozen by the US government, the company dispatched a notice to UBA Trustees in a letter dated 20 January 2000 requesting the bank to invest in a N500 million commercial paper it (Zamora) issued. This became necessary as its balance of $5.3 million in the New York office of UBA was affected by the freeze. In its letter to UBA Trustees in Lagos, Zamora requested for an immediate disbursement of N100 million of the N500 million it asked for. UBA Trustees made available the money to Zamora on the same day without, CBN frowned, any appraisal or approval of the investment, or any collateral to pledge as security for the huge loan. Nobody saw the commercial paper certificates Zamora said it raised. But Lardner, managing director and chief executive officer of UBA Trustees, defended the deal by saying since the investment was made from a pool of funds. It did not require commercial paper certificates. Of course, CBN believed him as it would a lion that denies its carnivorous predilection.
Shortly after the disbursements of the N600 million loan, Zamora closed shop and did not start repaying the loan until 2001. Between 2001 and 2002, it repaid a total of N778.08 million. There were, however, no records of the identity of who repaid the loans into UBA Trustee's account No. 201011549 domiciled at the Idowu Taylor, Lagos, branch of UBA plc and there was no communication whatsoever between the debtor, Zamora Nigeria Limited, and UBA Trustees throughout the repayment period. Lardner told CBN investigators that he was more concerned about the repayment of the loan in whatever form it came than to bother about the source of payment. But CBN officials deduced from the secrecy in which the repayments were shrouded and the refusal of the UBA directors to disclose the source(s) that they didn't emanate from any third party other than the management of UBA plc itself.
Zamora Nigeria Limited may not have been registered as a financial institution but its activities throughout its existence were mainly financial dealings with, among many customers, banks. The company enjoyed regular patronage from these institutions. Inflows from some Nigerian banks through Chase Manhattan, Citibank and Bankers Trust Company, all in New York, to the UBA plc office in New York showed Zamora Nigeria Limited as the originator of the transfers. The Nigerian banks that ordered the transfer of the foreign exchange to Zamora Nigeria Limited were dubbed originator's financial institutions. Investigations exposed the fact that a large proportion of the foreign exchange obtained by some of these banks from the CBN AFEM allocation was sold to Zamora Nigeria Limited. These were clearly cases of round tripping and a criminal offence.
Besides banks, some finance houses and bureaux de change also did foreign exchange business with Zamora. Some of these institutions fingered by the CBN are UMSAD Bureau de Change, Currencyment Bureau de Change, Indemnity Finance Limited and Synergy Trust and Investment Company Limited.
Federal government establishments were also involved in the Zamora gravy train. Transfers from two federal accounts domiciled with UBA plc New York office in favour of Zamora Nigeria Limited were as follows: The sum of $20.85 million received by the UBA plc New York office in favour of the National Maritime Authority, NMA, was initially warehoused in the bank's Foreign Exchange Domiciliary account No. 100127071 at the New York office.
This amount was subsequently transferred to Zamora Nigeria Limited in tranches as follows: The balance of $3.8 million (i.e. $20.8 million minus $17 million) was retained in the bank's Foreign Exchange Domiciliary Account No. 100127021. CBN could not confirm whether the balance of $3.8 million was eventually transferred to the National Maritime Authority.
The naira equivalent of the $17 million, about N1.62 billion, was credited to the National Maritime account No.
203092059, which was domiciled at UBA plc, Abuja branch.
This account was transferred to UBA plc, Wharf Road, on 18 February 2000 and eventually closed on 7 February 2002.
The apex bank also noted that some of the disbursements by Zamora Nigeria Limited to the National Maritime Authority and transfers to the CBN in favour of the Federal Inland Revenue Service were not reported in the Money Laundering returns to NDLEA. On 12 April 1999, the sum of $5.76 was transferred by UBA plc from a suspense account No. 92175011 at UBA plc, New York office, to Zamora Nigeria Limited's account no. 48829001 also at the New York office. This amount was made up of the sum of $4.40 million and $1.35 million received by UBA plc on 7 April 1999 and 9 April 1999 respectively in favour of the FIRS account no.
10012801 at the bank's New York office. The sum of $2.56 million received by the bank on 13 April 1999, also in favour of the FIRS, was transferred to Zamora Nigeria Limited on 17 May 1999 for further credit to the FIRS account with the CBN in Nigeria. All these inflows transferred through Zamora Nigeria Limited were further credited in naira to account no. 203150991 called the "Federation Account" at the UBA plc Port Harcourt main branch.
Total inflow from the FIRS offshore account to Zamora Nigeria Limited, courtesy of UBA plc, amounted to $8.33 million.
All the transfers from Zamora Nigeria Limited in favour of the FIRS remitted in naira to the CBN, Port Harcourt branch, were: The manager at the Port Harcourt main branch of UBA plc could not explain what informed the bank's decision to transfer the funds to Port Harcourt branch through a private account - Zamora Nigeria Limited.
Instructively, only the Central Bank of Nigeria is mandated to open and operate a "Federation Account." This fraudulent act, therefore, accounted for the high level of secrecy with which the so-called "Federation Account" was operated, including the non-disclosure of the signatories to the account. UBA plc is yet to satisfy the CBN on why Zamora Nigeria Limited was used in the first place to transfer government funds and why it used an intermediary account called the "Federation Account" in Port Harcourt for the transfer to the CBN.
The "Federation Account," which was opened in 1997, was so wrapped in secrecy that names of the account holders or operators were not stated in the mandate file. Cheques issued by Zamora Nigeria Limited were mere transfer instructions to enable the bank credit account no.
203150991 at Port Harcourt main branch. During investigations, CBN officials confirmed that all the funds in favour of FIRs were actually remitted to the CBN in naira. The foreign currency was retained by Zamora Nigeria Limited for its "free funds" business. The CBN has vowed to mete out appropriate penalty to UBA plc for aiding and abetting the transfer of government funds into private accounts.
Multinational companies also constituted one of the major sources of funding Zamora's free funds trade. Large volumes of foreign currencies were regularly received from companies like Delattre Bezons, Strabag, TSKJ, Globestar and CCECE for further credits to their respective accounts in Nigeria. In fact, some funds belonging to Delattre Bezons were trapped in Zamora when the US government froze the latter's account.
Most of Zamora's employees quizzed by the CBN agreed that the company's business of trading in free funds was illegal and a contravention of the foreign exchange regulation in Nigeria. But some of them insisted that Zamora did not trade with funds from fraudulent sources. One of Zamora's former employees, Mrs. Desire Osunsina, was emphatic that the company's dealers because of the dangerous implications such funds portended always rejected inflows from suspicious sources. Zamora employees also admitted to the CBN that the company was truly receiving large volumes of foreign exchange from multinational companies, government establishments and individuals. The workers, however, said they failed to report such receipts to the regulatory authorities since they were not instructed to do so by the management of Zamora Nigeria Limited, which, also, deliberately overlooked the statutory demand.
The defence that Zamora would not touch questionable funds would cut no ice in the face of the transaction that eventually did Zamora, and Keem, in. The inflow of $350,000 from Neil Smith on 14 September 1999 was actually described as an Advance Fee Fraud by the U.S. government and the CBN.
There were equally other inflows from other various undisclosed sources into Zamora Nigeria's Limited account.
The U.S. Attorney regarded these transfers, in his report, as fraudulent transactions. The Attorney particularly noticed that the originators of the funds were not disclosed in Zamora's books. The common narration in respect of these funds was "a client" or "one of our customers." For example, the narration in respect of the inflow of a sum of $2.6 million read: "B/O Chase Geneva customer F/O Zamora Nigeria Limited." Both the US and CBN investigators frowned at such vague, nebulous narration and concluded the funds from such sources could easily have come from fraudulent sources. The CBN is still asking the UBA plc management to disclose the sources of such funds.
When the hammer of the US government fell on Zamora, its free fund foreign exchange trading activities were transferred to Moneymart Bureau de Change, which also ceased operating on 9 June 2000, and Interatlantic Trade Limited, which stopped operating on October 2000. The directors of Zamora acquired Moneymart Bureau de Change Limited from John Mart Bureau de Change and effected a change of name without approval from the CBN and commenced operations without a licence. This contravened section 5.1 of the Foreign Exchange (Monitoring and Miscellaneous Provisions) Act 17 0f 1995. The directors also transferred the account of Interatlantic Trade to another undisclosed branch.
While the fun lasted, Zamora enjoyed tremendous support from UBA plc in the areas of concession on COT, accelerated cheque clearing facility, temporary overdraft facility as well as the sourcing of foreign exchange to fund it. While Zamora was accused of trading in foreign exchange in the free funds market, operating as a bureau de change and financing letters of credit, without valid licences, as an authorised dealer, UBA plc was alleged by the CBN to have actively encouraged the submission of false returns to the regulatory authorities on the directors of Zamora Nigeria Limited. UBA was also accused of funding the free funds business of Zamora Nigeria Limited and its related companies both locally and abroad, and providing administrative support to the company to ensure the smooth operation of its illegal business. UBA plc also aided and abetted the transfer of government funds into the private account of Zamora Nigeria Limited for further transfer to the federal government, in naira, while the foreign exchange was retained in the company's account for trading.
Worse still, these transactions were not reported to the regulatory authorities.
Zamora's activities contravene Nigerian laws and regulations on foreign exchange transactions, the Money Laundering Act and the Banks and Other Financial Institutions Act, BOFIA, 1991, as amended.
The Foreign Exchange (Monitoring and Miscellaneous Provisions) Act 17 of 1995 prohibits the sale of foreign currency by domiciliary account holders to unauthorised persons such as Zamora Nigeria Limited and Interatlantic Trade Limited.
For offenders, the law prescribes a fine 10 times the amount of the foreign currency involved. In addition, the foreign currency involved shall be forfeited to the Federal Government of Nigeria. The court may order the winding up of any company so penalised, and all its assets and properties forfeited to the Federal Government. For an authorised dealer, the court may recommend, in addition, that his licence be revoked. An indicted bank official could bag an imprisonment of a term not exceeding five years. Where an offence is committed by a body corporate, "any person who was a director, manager, secretary or other similar officer of that body corporate, who was purporting to act in such capacity shall be deemed to be guilty of that offence and liable to be punished as specified in the decree, unless he proves that the offence was committed without his consent or connivance and that he had exercised all such diligence as he ought to have exercised having regard to the nature of his functions in that capacity." So would the licence of UBA be revoked? Would Keem or any other person remotely or directly linked with the Zamora scam be dragged to court and from there sent to jail? These are very unlikely scenarios. The penalties from the CBN are not likely to be more than the usual slap on the wrist: a fine (a report last week said the CBN could slam a N1 billion fine on UBA) or a step-down order to the directors - Keem et al - who could bounce back as key financial players in other fresh initiatives, if they choose.
Keem's exit from UBA plants palpable excitement on the faces of the bank's workers, as observed by TheNEWS last week. A vice couldn't have a tighter grip on iron than Keem's managerial muscle on the bank since he arrived there in 1994 as vice-chairman, after government sold off its shares in the first generation financial institution. He later became executive chairman in 1997 and remained so until he was chucked out on 4 March 2004. His tenure has been most eventful. Under Keem's leadership, UBA lost the image of a big public bank, which it shared with its peers, First, Bank of Nigeria plc and Union Bank of Nigeria plc.
The bank gradually assumed an image that was woven round the personality of the 48-year old shrewd, hard-nosed businessman.
On one level, Keem's banking and general business philosophy cannot be said to have advanced UBA's fortunes considerably. The bank has been experiencing some mixed fortunes for the past five years. In the year 2000 alone, as a result of increased level of non-performing loans, the bank wrote off loans totaling N4.8 billion from its book.
Owing to the pervasive feeling of job insecurity occasioned by a wave of retrenchment, especially in Keem's early years at the bank, and what was considered his high-handedness, many middle-level and a pocket of top managers resorted to helping themselves to huge funds belonging to the bank and bolting. Losses to fraud alone by the turn of the century nearly crippled the bank.
Workers of the bank mentioned Keem's outsourcing policy as a major avenue of resource drainage to the bank. By the policy, recruitment of certain categories of workers is contracted to private companies. Affected mainly are security personnel, who are employed by Outsourcing Nigeria Limited, and drivers and messengers, who come in through Triple Edge. Workers grumble that both companies work hand in glove with Keem to enslave the workers. Whereas the contracting companies collect from the bank a huge sum per head as wages for a driver, security man or messenger, as the case may be, the companies, in turn, pay peanuts to the workers. For instance, a security personnel told TheNEWS last week, the bank pays about N50, 000 for a security personnel per month in the contract package whereas the contractor pays him only about N15, 000. The workers are praying the board, headed by Mr. Kayode Sofola, a SAN, and the new management team led by Aliyu Dikko, to review the arrangement, which they described as oppressive.
The cumulative effects of some major weak management decisions glaringly manifested in the bank performance before Ekpe stepped in. As indicated in the bank's financial year results for 2001, UBA's gross income at the end of the year increased by less than two per cent. It moved from N18.7 billion in 2000 to a mere N19.2 billion.
Also unimpressive was profit after tax which dropped from N 3.0 billion in 2000 to N1.1 billion in 2001. In 2000, the level of non-performing loans increased to 29 per cent from 13.4 per cent in the previous year. Also, the loan portfolio declined by 20 per cent. In 2001, the bank's expenses offset significantly the profitability, a signal that the bank could not live within its income just as the bank was unable to convert net interest to income, which fell from 62.4 per cent in 2000 to 57.5 per cent in 2001.
The implication of this is that the bank experienced a decline in core banking operations. The bank also suffered some misfortune in the stock market, an indication of low performance and unimpressed returns from the bank on investor's funds.
In 2001, the share price of UBA hovered between N18.71 (the highest in the year) and N10.6k, the lowest, as some shareholders dumped their shares in response to the dwindling profit level of the bank as reflected by the 25 kobo dividend paid. Most of the non-performing loans resulted from insider abuses among the management hierarchy. Ekpe was gradually reversing the trend before he left late last year.
UBA is still believed to be solid in terms of capital adequacy, total assets and deposits. The bank still possesses a strong market position, wide branch network, strong in information technology and in good liquidity.
Sofola and Dikko can build well on these qualities. What analysts believe they can't build on is the Keem image.
Since his removal as UBA boss, Keem has been incommunicado.
Last week, TheNEWS made efforts to speak with him on phone.
Many calls to his GSM number were rudely aborted after the identification of the caller as TheNEWS editor. Calls to his landline were not answered at all.
Additional reports by Bamidele Johnson, Tony Orilade and Clement Oriloye.