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Shareholder seeks to remove directors in Mwana Africa

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A MINORITY Mwana Africa shareowner is seeking shareholders’ nod to remove four key directors from the board and replace them with four others at an extra-
ordinary general meeting (EGM) slated for next month.

The EGM will be held on June 9 in the United Kingdom.

In an EGM circular to shareholders yesterday, the company said the meeting had been called to replace four non-executive directors — Stuart Morris, Johan Botha, Ngoni Kudenga and Herbert Mashanyare. The four are to be replaced by Scott Morrison, Mark Wellesley-Wood, Olivier Barbeau and Anne Marie Chidzero.

Kudenga is a widely respected corporate leader after he founded BDO Kudenga, a firm of auditors while Mashanyare is a veteran metallurgist with over three decades of experience in Zimbabwe’s mining sector.

Together they boast a wealth of experience in the corporate and mining sectors in Zimbabwe.

The company said directors proposed by Ian Dearing, who together with other minority shareholders have 5% shareholding, did not have a comparable breadth of experience of operating in Southern Africa or operational track record to the incumbent non-executive directors they were seeking to replace.

Wellesley-Wood is a former chairman of the company. He was in February last year unanimously removed from the board for not fitting into the corporate culture of Mwana Africa and not sharing a similar strategic vision.

In a circular to shareholders, the company said it had a balanced board that comprised two Chinese directors, two Zimbabwean directors, two South African directors, one Congolese and a Canadian director.

“The removal of the board non-executive directors would deprive Mwana valuable industry experience, corporate memory, functional internal and external working relationship, practical mentoring and advice to management, and the ability to ensure smooth and succession planning,” the company said in the circular.

Mwana Africa would be deprived of part of its finance capability, including the full complement of the audit committee at the key stage in the financial year just prior to the finalisation of the company’s full-year results.

“The new directors proposed by the requisitioners include Barbeau, Mark Wellesley-Wood who was forced to resign as he did not share the strategic vision of the company,” the company said.

The company said Peel Hunt, the company’s nominated advisor, had not done a due diligence test on the proposed non-executive directors.

Dearing wants shareholders to vote on a resolution barring directors from entering into any unconditional agreement to acquire or dispose any “major asset” without previously disclosing the details to members of the company before an agreement becomes conditional.

Mwana Africa said this was neither “helpful” nor “necessary” to the operation of the company, adding Mwana was already governed by AIM listing rules.

The group in February this year raised $20 million through a five-year bond in Zimbabwe by Bindura Nickel Corporation a subsidiary of Mwana.

The bond showed the confidence that Zimbabwean financial institutions have in the prospects of Bindura Nickel Corporation and its management team and was the first corporate bond to be issued for a mining company in Zimbabwe with both prescribed and liquid asset status.

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