RORISANG MOGOJWE
In yet another twist to the Botswana Building Society Limited (BBSL) saga, a shareholder Pusetso Morapedi has taken the company’s board to court over the upcoming Annual General Meeting, following a public legal spat between board members.
Morapedi, who is also the Executive Di-rector of Botswana Centre for Public Integrity, a non-governmental organization that works to increase transparency, integrity and accountability in Botswana, made an urgent application before Court asking to enforce her rights as a shareholder and to prevent the current board of directors from extending their tenure.
She sought court intervention to ensure that election and re-election of directors at the Annual General Meeting (AGM) scheduled for Friday 30 April 2021 proceed without interruption.
Morapedi posits that the matter is urgent as she feels she will not be afforded substantial redress at a hearing in due course due to the uncertainty and turbulence at BBS which has caused great anxiety for shareholders. She further argues that the upcoming AGM presents the shareholders with an opportunity to exercise their constitutional and statutory right to elect directors who can steer the Company in the right direction.
According to her application that was heard last week Wednesday before Lobatse High Court Judge, Mercy Garekwe, she wanted a guarantee from the board of directors that they would not prevent election of directors scheduled for Friday.
“I looked at the constitution and there was nowhere in the constitution where I could write to the board and appeal to them to stop doing what they are doing.
The only opportunity for me to do that is at the AGM that they wanted to defer, and in deferring it also extending their tenure. So, we are going to have 90 days of the same people who are surely looking out for themselves and not the economic interest of the shareholders” said Morapedi.
“I just need that meeting to take place, and for that meeting to take place, it means we cannot be embroiled as shareholders in a public fight with the management. That needs to stop so that the meeting can take place and shareholders can have their say,” she continued.
Morapedi also expressed that she does not trust the current crop of Board members to continue to properly run the BBS affairs due to the manner in which they have handled the current crisis, which she says shows a blatant disregard for her rights and interests as a shareholder which the Board is appointed to uphold, advance and protect.
Meanwhile, the terms of the five board members who are seeking to defer the AGM – Mr Kamuka, Mr Molosiwa, Mr Tlhagwane, Ms Siwawa-Ndai and Mr Monthe – lapsed on Monday (26 April 2021). in a statement, the BBS Managing Director Pius Molefe, said they are as of right, by virtue of incumbency, up for re-election on Friday at the AGM.
“The retiring Directors are included in the 2020 AGM Notice alongside their competitors whose nominations were lawfully and procedurally received. Therefore, the retiring Directors have not been prevented from standing for reelection. Be that as it may, retiring Directors are not entitled to automatic renewals of their terms” said Molefe.
The ongoing corporate governance crisis was triggered by the BBS Limited Board when on 01 April 2021 it passed a resolution preventing election of Directors at the upcoming AGM and extending the terms of the five retiring Directors by 90 days.
Molefe and the board have fallen out in recent weeks over allegations that five directors are attempting to extend their terms beyond the April 30 AGM. The board resolved to dismiss Molefe and Showa early this month, but Lobatse High Court judge Tebogo Tau, last week ruled that the meeting that took the decision was unconstitutionally convened.
Said Molefe, “Preparations for the AGM have been completed for shareholders to exercise their rights, which include appointing a board of directors where the 5 retiring directors stand a chance of being reappointed.”