BBS Board Stares at Defeat
Mbongeni Mguni | Tuesday May 4, 2021 16:41
The terms of the five directors, who include chair Pelani Siwawa-Ndai, expired on April 26 and an attempt by them to extend tenures by 90 days set up an acrimonious clash with the managing director, Pius Molefe. The public dispute, which has seen increasingly caustic exchanges and battles in the High and Industrial courts, saw the board suspending Molefe and Sipho Showa, the BBS Ltd company secretary, ahead of the AGM.
On Friday shareholders gathered in person and via Zoom at the AGM, where the five directors walked out after failing to force an adjournment of the board election. Local mogul, Derek Brink, whose family is the single largest shareholder in BBS Ltd with 17.3% equity, secured an 11th hour High Court order restraining the board from adjourning the AGM to a later date.
At the election, proxy votes went against the five directors and in favour of new nominees, with analysts saying shareholders were expressing their exasperation with the long drawn out governance feud at BBS Limited.
Numbers shared with The Monitor show that board chair, Siwawa-Ndai received only 33% proxy votes in favour and 39% against, while James Kamyuka, whom the board had installed as acting MD, received 32.2% for and 32.6% against. Kgalalelo Monthe received 33% votes in favour and 39% against, while Michael Tlhagwane received 32% in favour and 39.5% against.
By comparison, the new nominees challenging the five directors received strong support from the proxy votes, with Duraiswamy Kalyanaraman receiving 67.7% in favour, Lebole Mokoto with 66.9% in favour, Bernard Mzizi with 67.7% in favour, Colm Patterson with 67.7% in favour and Victor Ramalepa with 66.9% in favour.
The proxy votes, which are votes cast in advance by representatives of shareholders, will be collated with the in-person votes from the AGM and those cast by virtual attendees to produce a final tally. The final tally will be released to the Botswana Stock Exchange on Tuesday morning.
The announcement of the proxy votes on Friday was met with loud applause by shareholders present at the AGM, with analysts saying they were indicative of the final results, which would imply the ouster of the five directors.
“The voting patterns show that the five directors enjoyed support from the same shareholder or shareholders voting as a bloc and faced opposition from others also voting as a bloc,” an analyst following BBS Ltd told The Monitor.
“If the same patterns hold for the physical and virtual votes, then the five directors are headed for an inglorious exit.”
While the analyst said it was likely the old board would seek legal redress to overturn the holding of the AGM and its election results, over the weekend reports emerged that some directors had already thrown in the towel ahead of the final votes, basing their decision on the trends of the proxy voting.
By Sunday, it was not clear if the board had filed legal papers to challenge the holding of the AGM.
Earlier in the AGM, one shareholder proposed that punitive measures be taken against the directors who walked out after failing to secure an adjournment.
The AGM’s legal advisor and prominent lawyer, Rizwan Desai resisted the motion, saying only properly noticed agenda items could be introduced or voted on at the AGM.
“Although I may understand the sentiments behind it, I don’t believe at this meeting we can proceed with such a course of action,” Desai said.
Other shareholders made impassioned pleas for cool heads in the BBS saga, saying the dispute and high emotions at the AGM should never be repeated.