March 20, 2026

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Opinion

Reasons Why Livingtrust Bank Management Has Continued To Block Osun Govt’s Board Nominees-Michael Ibitayo

Reasons Why Livingtrust Bank Management Has Continued To Block Osun Govt’s Board Nominees-Michael Ibitayo

It is the right of a shareholder to nominate its representatives to the Board of Directors especially when it is a significant shareholder with equity interest higher than 5 percent.

 

Financial pundits have been wondering, why the nominees of Osun State government have been blocked twice by the Management of the Livingtrust Mortgage Bank, a bank that was previously owned 100% by the State of the Living Spring and her local governments. Although none of the local governments owns up to 1 percent as individual shareholder.

While the Osun State Government had kicked against the decision to stop the second coming of Dr Wale Bolorunduro, the recent rejection of another nominee from the state for another vacancy is quite intriguing. This was underscored by the fact that the state and its local governments still have a total shareholding of about 40 percent and the subsisting agreements between the two parties on the numbers of directors of each of the parties. 

It was alleged that the Management of the bank, deliberately misled the Central Bank of Nigeria by giving the wrong information to the latter not to initiate the processing of nomination of Dr Wale Bolorunduro, who was the preferred nominee of the state as Chairman/Non Executive in March 2025.

The disputes the State Government had with CitiTrust in May 2024 on certain issues, primarily on the number of directors and the weak internal control had caused the decision to stop the nomination and this was accentuated by the lack of the segregation of executive duties.

In the meanwhile, the CitiTrust has sold down its shares from 60 percent holding to 41per cent holding, but continues to retain Managing Director, solely, without input of the board on bipartisanship basis and as stipulated by the Shareholders’ Agreement. 

The negotiation of an out-of-court settlement of the May 2024 disputes was to lead to two additional directors for Osun State Government and a solid Corporate Governance Structure. The Managing Director however got wind of the outcome of the dispute resolution and the roles of Dr Wale Bolorunduro in the dispute resolution. 

It was alleged that the Managing director reached out to one of the new nominees (who was also until last week an appointee of the Governor Adeleke administration) to come on board as the Chairman. It was alleged that the latter went to lobby the State Government for one of the new director positions (Independent Non-Executive Director) in February 2025. It was alleged that the Managing Director felt, his newly recruited board nominee of the state would play ball, which Dr Wale Bolorunduro will not play as Chairman of the Board. 

The State Government was at a loss, when the CBN declined to process the nomination of Dr Wale Bolorunduro in March 2025 and the State had to go to court to seek a redress. The State Government’s position was that, there was  a genuine dispute in May 2024 and that it was the subsequent Exparte court order, obtained by the CitiTrust that led to the board instability, not Dr Wale Bolorunduro. That it was the CBN, who asked both parties for the out –of- court settlement, which was done and entered before the same Federal High Court and the judge that issued the Exparte Order. That CBN cannot therefore turn back to blame any individual for the board instability that had been settled, out of court.

The state submitted that the Management never wanted a functional board, which will take the board Statutory Oversight functions, seriously. The state pleaded that CBN should look into her concerns over certain irregularities existing in the bank, due to its weak internal control and concentration of executive power in one hand, rather than absolute pandering to the Management, who was misleading them with wrong information to block the nominees of the state. 

The state government decided to keep its cool, when CBN was not listening and since the issue was already in the court and could be subjudiced. Therefore,  the state  government decided, in December 2025 to strengthen her position by realigning her nomination, which was also blocked by the CBN and the Livingtrust Bank’s Management. Despite the fact that it was the inalienable right of a shareholder to nominate and to withdraw her representation on the board, at any time. It was obvious some elements among the representatives of the Osun state Government on the Board of the bank are also colluding with the Management of the Livingtrust Mortgage Bank Plc.

Therefore, the Osun State Government is currently investigating all her representatives on the board of the Livingtrust Mortgage Bank and an insider has confirmed that any representative, found wanting or found to have compromised the sound corporate governance will be recalled, sacked, relieved or withdrawn from Livingtrust and the Osun State Government. Especially, when it borders on inducement of board representatives by assets (cars, monies) and loans acquisition or collection of allowances, not known to any of the Shareholders’ Agreements existing between the two majority shareholders of the Livingtrust Mortgage Bank Plc. 

Surprisingly, CBN officials have decided to wake up to the supervisory duties of the apex bank by the recent visits to the financial institution. Although, nobody knows the rationale for its recent visit to the LivingTrust Mortgage bank in February, 2026 for special examination of the books, the management and the Board, certainly, nobody could ever congest the reason, why the visiting CBN officials requested the Managing Director, to proceed on Compulsory Leave, while the investigation lasted.

Although, the examination is still on going, the preliminary report communicated to the bank after the investigation via a letter xxx to the Managing Director allegedly submitted that the Management has been misleading CBN to reject the nominees of Osun State Government. This is allegedly so, if the Management can be misleading the apex bank on its books, records and activities that are supposed to be reviewed periodically by the CBN. Also, industry observers suggest this is usually the case, when CBN begins to enforce control and begins to mandate, ‘Correction of Accounting Irregularities; erroneous or misleading ledger posting must be corrected’.

Also, in the letter in question, CBN had to impose another control, which is the ‘Segregation of Duties and Organizational Realignment’, an internal control mechanism that a functional board ought to have compelled under their oversight review work, if they had not been compromised. Therefore, financial pundits may be correct as alleged by them on the reasons why the management has made itself a hindrance to the nomination of professionals by the Osun State Government- Mr Michael Ibitayo, a financial pundit, who  hails from Osun State, writes from Akure, Ondo State

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