• Board attempts to sack both the Managing Director Pius Molefe and Head of Communications Sipho Showa
  • The board acted unlawfully, has no power – Legal Opinion by Armstrongs Attorneys

Lawrence Seretse

Legal advisors to Botswana Building Society Limited (BBSL) have accused the bank’s Board of unlawfully attempting to fire Managing Director Pius Molefe and Head of Communications Sipho Showa, after the former declined to rubber stamp a resolution that would extend the board’s tenure beyond prescriptions set in the bank’s Constitution.
Board Members were allegedly displeased that five members who are retiring on 26 April, 2021 will face competition from five other candidates for election to the Board at BBS Limited’s Annual General Meeting slated for Friday 30 April 2021.

“The five retiring Directors being Ms. Pelani Siwawa-Ndai, Mr. James Kamyuka who has been on the Board for more than 10 years, Mr. Michael Tlhagwane who, in any event, is barred by Bank of Botswana regulations from serving on the Board of the envisaged commercial bank because he works for a parastatal entity MVA Fund, Mr. Richard Molosiwa and Mr. Kgalalelo Monthe appear to have expected nominations from other parties not to be accepted so that they can be re-elected without opposition,” a statement to Shareholders from management reads.

An advisory opinion authored by Armstrongs, the bank’s attorneys declared that the Board acted unlawfully and that attempts to sack the MD and spokesperson were unconstitutional.

BBS Management has issued a statement to Shareholders labeling the Board’s decision as egregious and that it has also taken the necessary steps to report the concerned members of the BBS Limited Board to regulatory authorities over violations of the bank’s constitution and the flouting of good governance practices.

On the 6th April, Molefe’s lawyers Collins Chilisa slapped Board Chairperson Ms Pelani Siwawa-Ndai with a letter of demand declaring the 5th April meeting of Board of Directors of BBS Limited to consider the termination of the executive management unlawful.

“Mr. Molefe, the Managing Director was not invited to the said meeting. Any resolution that was taken there is for that reason unlawful,” the letter stated, compelling the board to immediately overturn the decision by Wednesday end of business (today).”

“As a director of a public company that is listed on the Stock Exchange, it behoves you to exhibit the highest standards of governance. This requires you to subordinate narrow personal interests, and place the Company’s interest ahead of yours. Your actions in seeking to defer election of directors are clearly not in the interests of the Company and are driven by personal motives,” further reads the letter of demand.

BBS is pursuing its ambitions to become a commercial bank and is undergoing due-diligence and compliance processes required by the Bank of Botswana.