Hwange Colliery Company Limited (HCCL) board chairman Tendai Savanhu says Mines and Mining Development minister Obert Mpofu is ignorant of the tenets of corporate governance and should not treat public companies as parastatals.
This follows attempts by Mpofu to meddle in the affairs of the Zimbabwe Stock Exchange (ZSE)-listed company. Savanhu maintains the manner in which the rescheduled board meeting was announced was fraught with irregularities and breached corporate governance laws.
“It is the responsibility of the board to prepare for an annual general meeting, not the company secretary. The notice (first notice) says by order of the board, yet we did not sit to discuss this matter,” said Savanhu.
Savanhu said on July 21, he ordered the company management to convene a board meeting but was snubbed, after which company secretary, Thembelani Ncube, told him “we have instructions from the minister to dissolve the board”.
“Mpofu thinks he is dealing with a parastatal. We want to correct this so the minister cannot continue with this behaviour.
The minister must get his act together where corporate governance is concerned,” he said. “Even the board he wants to put in place must be given latitude to operate.”
Despite the reluctance by company management to organise a meeting scheduled for July 22, board members proceeded with the meeting.
In a letter to Savanhu dated July 25, Mpofu wrote: “It has come to my attention that on July 22 you convened and conducted a board meeting disregarding my instructions whereat you supposedly resolved that the notice for the annual general meeting of the company scheduled for August 3 2011 be retracted.
“The instructions from the Government of Zimbabwe, in agreement with the other major shareholders, are that the annual general meeting as postponed by shareholders on June 30 2011, is to proceed as scheduled. Please note that this is a statutory shareholders’ meeting and not a directors’ meeting.”
In a statement published yesterday, Savanhu said the articles of association of HCCL requires the board to convene all meetings of shareholders and this is done by authorising the secretary to the board to issue out a notice to that effect.
“No such authority was given to the company secretary in respect of the issuance of the notice of July 4 2011. Apart from fraught with errors, the notice itself is unlawful and irregular.
According to the notice calling for Wednesday’s meeting, shareholders intend to appoint nine directors from a list of 10 proposed directors. The list has Shingirayi Chibhanguza, Jemmister Chininga, Ian Haruperi, Nkosilathi Jiyane, Mlawuli Manjingolo, Siphiwe Mapfuwa, Johnson Mawere, Farai Mutamangira, Lucas Nkomo and Valentine Vera.
The new appointees will replace Savanhu, Thabani Ndlovu, Alpheus Motampe Ngapo, James Nqindi, Rosemary Sibanda, Fortune Chasi, Shingai Israel Mutumbwa, Prisca Mupfumira and Thandiwe Thando Mlobane.