Botswana Building Society (BBS) Managing Director, Pius Molefe once again emerged victorious against Board of Directors led by Pelani Siwawa-Ndai — maintaining his reputation as unrivalled corporate war expert.
After a bout of high drama, BBS shareholders will converge on the 30th of April, to not only elect a new board but to reflect on a matter that has dented the reputation of the entity which is on its way to transform into a commercial bank. By the time shareholders disperse at the conclusion of their business, Molefe’s fate would have been sealed.
The boardroom brawl started after Molefe, in his capacity as MD of the company, objected a board decision to extend its stay by 90 days when its tenure expires on April 26. Acting under the instruction of his boss, Sipho Showa — who is also board secretary and Head of Communications — wrote a circular of the agenda for the AGM which is schedule for April 30th 2021, where shareholders are expected to vote for the new board secretary.
Following Molefe’s refusal to adopt the resolution, which the board took by extending its tenure, Pelani Siwawa-Ndai in her capacity as Chairperson wrote letters of dismissal to both Molefe and Showa for defiance. After realising that the duo of Molefe and Showa failed to obey the board resolution after they reported for duty while they were expelled, Siwawa-Ndai together with other board members approached the High Court on urgent interdict.
When delivering the interdict order, Justice Tau restrained Molefe and Showa from conducting any business or transactions on behalf of BBS Limited and all the decisions purportedly taken by either or both on behalf of the bank post-dismissal on 05 April 2021 be set aside.
Justice Tau barred the duo (Molefe and Showa) from issuing or publishing any statements on behalf of the aspiring commercial bank (BBS Limited) to its creditors, regulators, supervisors, professional bodies, stakeholders including its employees and shareholders and the general public at large.
The High Court Judge also ordered the duo to return any or all property of BBS Limited in their possession within two days after the interdict order has been handed down. The drama caught the eye of the Ministry of Finance and Economic Development, as the Permanent Secretary, Dr Wilfred Mandlebe, released a press statement indicating that they are aware of the recent developments concerning corporate governance at BBS Limited also stating that they are closely monitoring the situation together with the central bank (Bank of Botswana).
Mandlebe further said Bank of Botswana (BoB) whose mandate is to promote the safety and soundness of the banking system has put in place mechanisms to monitor developments as well as institute commensurate response which may be necessary. The conflict between the Board of Directors and management reached a point where Botswana Stock Exchange (BSE) briefly suspended BBS Limited from trading its securities. Thapelo Tsheole who is BSE CEO said the halting of shares of BBSL was to maintain a fair, efficient and orderly securities trading environment.
“The securities have been suspended to allow BBS to provide clarity to the market concerning the recent allegations which have been brought to the attention of the BSE relating to the company’s Board of Directors and senior management,” noted Tsheole.
This week the board of directors’ victory was short lived as on Monday, Molefe together with Showa emerged victorious after the Lobatse High Court Judge passed a judgment noting that their dismissals was invalid hence it has been nullified as the board meeting breached the company’s constitution.
BBS constitution which requires that a notice of at least seven (7) days to be given to board members when a meeting is convened and it should also state the agenda of the meeting. “The resolution that was taken at that meeting was also invalid. As the reason to terminate the contracts of the employees stem from an invalid resolution it is automatically null and void. Therefore there is no need for court to set it aside,” Judge Tau said.
“The conclusion I have come to is that the purported meeting of the board of directors was in breach of the applicant’s constitutional rights as per the company’s constitution. It was therefore a nullity and could not have legal consequences.”
In a statement released by Molefe to shareholders after Judge Tau reinstated the duo, BBS MD said his intention following the High Court order was to reach out to his fellow board members requesting for calm minds and emotions to prevail leading to the AGM slated for Friday 30th April.
“Unfortunately, I was disappointed when I received a draft document from the Chairperson of the Board Mrs Pelani Siwawa-Ndai just before 12noon via WhatsApp to the effect that she and my other colleagues would be approving a resolution by round-robin to dismiss me and the Company Secretary from office again without giving us a hearing as stipulated in the BBS Limited Conditions of Service,” he narrated in a statement.
Molefe said he proceeded to the industrial court in his capacity as the MD where he managed to secure an interim order barring fellow directors from executing their plan which was to fire him. According to the order issued by the Industrial Court, the matter was treated as urgent.
When delivering the ruling through virtual platforms, Industrial Court Judge Annah Mathiba interdicted and restrained the BBS board from terminating Molefe and Showa’s contracts of employment by passing a resolution in terms of clause 80 of the constitution without a hearing or from giving effect to any resolution terminating the applicants’ contract of employment without a hearing.
Meanwhile, Molefe said he is still keen on finding a way of reaching out to fellow board members so that they can all act in the best interests of BBSL Limited even though five (5) of them are left with a few days before the end of their term.
MOLEFE DEFIES SUSPENSION EFFORTS
Yesterday (Friday), BBS Chairperson Siwawa-Ndai moved to suspend Molefe and Showa from their duties as Managing Director of BBSL and Head of Marketing, Communication and Company Secretary pending finalisation of litigation brought against the Company by Molefe and Showa.
Siwawa-Ndai indicated that, according to Article 53 of the BBSL of the Constitution, the BBSL Board Charter and the King Code on Governance Principles, the company has a clear process by which the entire Board, on behalf of shareholders, may nominate prospective directors for approval by the shareholders at a general meeting.
“Stakeholders are advised that the Board did not approve or vet the nominee directors, as required by the BBSL Board Charter/King III, and has thus far failed to receive satisfactory answers from Messrs Molefe and Showa as to how these names had been included in the Notice, which Notice had been published without the Company’s approval,” reads update to Shareholders from signed by Siwawa-Ndai.
As such for the shareholder is required to propose names to the Board and not management, for the Board to make a recommendation to the shareholders at an AGM; such names or proposals should be made to the Board not less than 21 working days before the AGM.
In an attempt to rectify the errors, BBS Board chairperson said they have resolved to defer the election of Company directors to a date within 90 days of the AGM in order to allow the Board to collectively conclude the nomination process of the prospective directors.
In response to announcement of alleged suspension, Molefe said resolution passed by the Directors on his suspension together with Showa is unlawful, and that the announcement should be disregarded. “The statement by the Directors should be viewed as pre-AGM campaigning calculated to soil our reputations and to achieve a particular atmosphere ahead of the meeting of Shareholders next week Friday,” said Molefe.
“This matter is before the Industrial Court (“IC”) and I am optimistic that we will prevail yet again. Arguments by both sides on the alleged suspensions are expected to be heard by the IC in the coming week.”
Botswana’s economy showed slight growth signs in the first quarter of 2021, following a devastating year in 2020.
During 2020, the entire second quarter was on zero economic activity as the country went on total lockdown in an effort to curb the spread of the virus.
Diamond trade plummeted to record low levels as global travel restrictions halted movement of both goods and people and muted trade.
The end result was a significant decline for the local economy, at an estimated 7 percent contraction, just marginally below the 2008/09 global financial crises.
According to figures released by Statics Botswana this week, the country’s nominal Gross Domestic Product for the first quarter of 2021 was P47.739 billion compared to a revised P45.630 billion registered during the previous quarter.
This represents a quarterly increase of 4.6 percent in nominal terms between the two periods.
During the quarter, Public Administration and Defence became the major contributor to GDP by 18.4 percent, followed by Wholesale & Retail by 11.4 percent. The contribution of other sectors was below 6.0 percent, with Water and Electricity Supply being the lowest at 1.6 percent.
Real GDP for the first quarter of 2021 increased by 0.7 percent compared to a contraction of 4.6 percent registered in the previous quarter.
The improvement in the first quarter 2021 GDP reflected continued efforts to reopen businesses and resume activities that were postponed or restricted due to the COVID-19 pandemic.
The real GDP increased by 0.7 percent during the period under review, compared to an increase of 1.2 percent in the same quarter of 2020.
The recovery in the domestic economy was observed across majority of industries except Accommodation & Food Services, Mining & Quarrying, Manufacturing, Construction, Other Services and Agriculture, Forestry & Fishing.
The overall slow performance of the economy was mainly due to the impact of measures that were put in place to combat the spread of the COVID-19 pandemic.
The Non-mining GDP increased by 4.1 percent in the first quarter of 2021 compared to 4.0 percent increase registered in the same quarter of the previous year.
Agriculture, Forestry and Fishing industry decreased by 2.0 percent in real value added during the first quarter of 2021, relative to a contraction of 5.2 percent registered during the same quarter of 2020.
The main driver of the unfavorable performance stems from a decrease in real value added of Livestock farming by 3.0 percent.
Mining and Quarrying registered a decrease 11.4 percent in the real value added, this was mainly influenced by the drop in the Gold and Diamond real value added by 17.5 and 12.5 percent respectively.
Diamond production in carats went down by 12.1 percent while the tonnage of Gold produced went down by 17.5 percent.
The poor performance of the diamond sub-industry is attributed to the reduction in production due to a lower grade feed to the plant at Orapa in response to heavy rainfall and operational issues, including continued power supply disruptions.
With regard to Gold is due to diminishing resource base which affect production.
The Manufacturing industry recorded a decline of 7.4 percent in real value added during the first quarter of 2021, compared to a decrease of 2.3 percent registered in the corresponding quarter of 2020.
The deep low performance in the industry is observed in the two major sub-industries of Beverages & tobacco and Diamond cutting, polishing and setting by 57.0 and 38.5 percent respectively.
The reduction in Beverages is attributed to alcohol sale ban imposed during the quarter under review in order to reduce the spread of the COVID-19 virus. On the other hand, exports of polished diamonds went down by 24.9 percent compared to a decrease of 11.5 percent registered in the same quarter of the previous year.
The construction industry recorded a decline of 4.8 percent compared to an increase of 4.3 percent realized in the corresponding quarter in 2020.
This industry comprises of buildings construction, civil engineering and specialized construction activities. The industry is still showing signs of the consequences of COVID-19 pandemic. The industry recorded a negative growth of 7.4 percent in the previous quarter.
Water and Electricity Water and Electricity value added at constant 2016 prices for the first quarter of 2021 was P506.2 million compared to P378.2 million registered in the same quarter of 2020, recording a growth of 33.8 percent.
In the first quarter of 2021, Electricity recorded a significant growth of 62.4 percent compared to a decrease of 67.6 percent recorded in the corresponding quarter of 2020.
The local electricity production increased by 22.4 percent while Electricity imports decreased by 33.3 percent during quarter under review. The water industry recorded a value added of P231.3 million compared to P209.0 million registered in the same quarter of the previous year, registering an increase of 10.7 percent.
Wholesale and Retail Trade real value added increased by 11.4 percent in the first quarter of 2021 compared to an increase of 5.5 percent registered in the same quarter of the previous year. The industry deals with sales of fast moving consumer goods.
Diamond Traders recorded a significant growth of 112.7 percent as opposed to a decline of 22.7 percent recorded in the corresponding quarter last year. The positive growth is due to improved demand of diamonds from the global market.
The Transport and Storage value added increased by 0.6 percent in the first quarter of 2021, compared to a 2.4 percent increase recorded in the same quarter of the previous year.
The slight improved performance of the industry was mainly attributed to the increase in real value added of Road Transport and Post & Courier Services by 4.3 and 2.1 percent respectively.
The slow growth was influenced by a significant reduction in Air Transport services of 69.7 percent due to reduced number of passengers carried. Rail goods traffic in tonnes went down by 6.4 percent and passenger rail transport was not operating during the quarter under review.
Accommodation and Food Services Accommodation and Food Services real value added declined by 31.7 percent in the first quarter of 2021 compared to a decrease of 4.4 percent registered in the same quarter of the previous year. The reduction is largely attributed to a decrease of 42.1 percent in real value added of the Accommodation activities subindustry.
The suspension of air travel occasioned by Covid-19 containment measures impacted on the number of tourists entering the borders of the country and hence affecting the output of Hotels and Restaurants industry. COVID-19 restriction measures resulted in reduced demand for leisure and conferencing activities, as conferences are largely held through virtual platforms.
Finance, Insurance and Pension Funding industry registered a positive growth of 8.3 percent due to the favorable performance from monetary intermediation and Central Banking Services by 16.4 and 5.4 percent respectively during quarter under review.
It is still tough in the tourism industry — big players in this sleeping giant are not having it easy, but options are being explored to keep the once vibrant multibillion Pula sector alive until the world gets back to normalcy.
One of the primary measures against the spread of Covid-19 is to stay home; this widely pronounced precaution against the global contagion that has claimed over 4 million lives across the world is however a thorn in the flesh of one of the major industries in the global economy — the tourism sector .
This sector is underpinned by travel – an act which is the virus‘ number one mode of spread, especially across borders.
Chobe Holdings Limited, one of Botswana’s leading high end eco-tourism giants said its survival strategies are underpinned by well-crafted stakeholder engagements in the mist of these unprecedented times of muted trading activity.
“Throughout the COVID-19 pandemic, Chobe continued to invest in and strengthen its relationships with key stakeholders in both its traditional markets and the SADC region,” the company directors updated shareholders this week.
To keep the business afloat, the company which owns and operates some of the exquisite tourism destinations along the banks of the mighty Chobe said it has triggered its existing available debt financing avenues.
Chobe revealed that its current overdraft of BWP 25 million has been extended on favourable terms.
The company shared that it has negotiated a further USD 1.5 million (over P16 million) standby loan with a flexible settlement terms and preferable cost implications to the bottom line.
“We are confident that the Group has sufficient cash inflows, cash reserves and un-utilized prearranged borrowing in place to settle any liabilities falling due and support the smooth recovery of operations in the short and medium term,” the company directors said, noting that they will retain the flexibility to vary operations should market conditions change.
Early this year, Chobe announced that the ongoing crisis in the tourism industry forced the company to draw from its prearranged overdraft facility of P25 million to the extent of P11.6 million.
Last year Chobe’s occupancy levels around its lodges and hotels went down 89 percent. This resulted in unprecedented revenue decline of 93% to P27.78 million from the P373.94 million in the previous year ended February 2020.
Operating profits went down 159% with profit after tax down 170%, mirroring a loss of over P67 million.
Chobe management said during the last half of the financial year they have done all they could to contain costs across the company’s operations.
During the last half of the year Chobe’s marketing and reservations teams continued to pursue the “don’t cancel but defer policy”.
“We thus continue to hold advance travel receipts, to the value of about P34 million at the financial year end,” the company revealed early this year.
Chobe said it continues to engage Government, through HATAB and BTO to prioritize the vaccination of workers in the tourism sector.
“Throughout the pandemic we have ensured that employees are trained in and comply with COVID-19 infection mitigation protocols as well as ensuring that all visitors to our remote camps and lodges as well as our staff and contractors are tested for COVID-19 before reaching the camp or lodges,” the company said.
However, the company said vaccinating the tourism staff will provide the best way to ensure that both employees and guests are protected from the virus.
“We continue to manage our cashflow through stringent cost control measures, balanced against the protection of the Group’s physical assets and the wellbeing and retention of its people,” the company said.
Chobe has successfully retained its top management through the pandemic. To this end the company directors continue to closely monitor the Group’s recovery from COVID-19 and adjust salary reductions to support operations and aid retention.
Domestic and regional travel resumed during the second quarter of the 2020/21 financial year with the Group opening a strategic mix of camps and lodges.
A comprehensive domestic, regional and international marketing plan was put in place to support these openings.
International travel resumed in the first quarter of the 2021/22 financial year with occupancies forecast to steadily increase, albeit from a low base, through the second quarter.
The company is optimistic that forward bookings are strong for the 2022/23 financial year.
“There is pent-up demand from our traditional source markets to travel now, but this is tempered by uncertainty and access constraints,” the company stated.
“Both the domestic and international markets are sensitive to such uncertainty, and it is critical that both the private and public sector work together to develop and publish clear, authoritative and consistent travel information in order to build confidence”
Chobe entered the pandemic with the Shinde camp rebuild in progress — one of its high end camps and this was completed in the first half of the 2020/21 financial year accounting for the majority of the Group’s capital expenditure for that period.
De Beers Group, the world’s leading rough diamonds producer by value and Botswana’s partner in the diamond business, ramped up its production in the second quarter of 2021, in response to stronger demand for rough diamonds in the global markets.
The London headquartered diamond mining giant revealed in its production report this week that rough diamonds output increased by 134% to 8.2 million carats in the three(3) months of quarter 2 2021, “reflecting planned higher production to meet stronger demand for rough diamonds”.
This was against the backdrop of curtailed demand in the same quarter last year, mirroring the impact of Covid-19 lockdowns across southern Africa during that period.
In Botswana, where De Beers sources majority of its rough diamonds through partly government owned Debswana, production increased by 214% to 5.7 million carats. The percentage jump mirrored planned low production in the second quarter of 2020 where output was adjusted to market demands and implemented Covid-19 protocols.
Debswana operates four (4) Mines: Jwaneng Mine- being its flagship producer and largest revenue contributor. Jwaneng Mine which is the wealthiest diamond mine in the world by value is envisaged for multi-billion expansion to an underground operation in future to stretch its existence by few more decades.
The underground project which is anticipated to cost a whooping P65 billion will be the world‘s largest underground diamond mine.
The company which accounts for over 65 % of De Beers’s global production also operates Orapa Mine- one of the world’s largest by area, Letlhakane Mine currently a tailings treatment operation and Damtshaa Mine which is under care and maintenance following market shrink in 2020.
Namibia production decreased by 6% to 0.3 million carats, primarily due to planned maintenance of the Mafuta vessel which was completed in the quarter and another vessel remaining demobilized. In Namibia De Beers sources diamonds both in land and marine through Namdeb and Debmarine respectfully.
In South Africa-the spiritual home ground of De Beers Group, production increased by 130% to 1.3 million carats, due to planned treatment of higher grade ore from the final cut of the Venetia open pit, as well as the impact of the Covid-19 lockdown in Q2 2020.
Production in Canada increased by 14% to 0.9 million carats, primarily reflecting the impact of the Covid-19 measures implemented in Q2 2020.
De Beers said consumer demand for polished diamonds continued to recover, leading to strong demand for rough diamonds from midstream cutting and polishing centers, despite the impact on capacity from the severe Covid-19 wave in India during April and May.
Rough diamond sales totaled 7.3 million carats (6.5 million carats on a consolidated basis), from two Sights, reflecting the impact of the reduced Indian midstream capacity on Sight 4, compared with 0.3 million carats (0.2 million carats on a consolidated basis) from two Sights in Q2 2020, and 13.5 million carats (12.7 million carats on a consolidated basis) from three Sights in Q1 2021.
The H1 2021 consolidated average realized price increased by 13% to $135/ct (H1 2020: $119/ct), driven by an increased proportion of higher value rough diamonds sold.
While the average price index remained broadly flat, the closing index increased by 14% compared to the start of 2021, reflecting tightness in inventories across the diamond value chain as well as positive consumer demand for polished diamonds.
Full Year Guidance Production guidance is tightened to 32–33 million carats (previously 32-34 million carats (100% bases)), subject to trading conditions and the extent of any further Covid-19 related disruptions.
When commenting to 2021 quarter 2 production figures, Mark Cutifani, Chief Executive of Anglo American- De Beers parent, said the entire Anglo American Group delivered a solid operational performance supported by comprehensive Covid-19 measures to help safeguard the lives and livelihoods of its workforce and host communities.
“We have generally maintained operating levels at approximately 95% of normal capacity and, as a consequence, production increased by 20% compared to Q2 of last year, with planned higher rough diamond production at De Beers” he said.