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Molefe stays as BBS chief until D-Day

BBS Molefe

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.”

Business

Debswana-Botswana Oil P8 billion fuel partnership to create 100 jobs

18th May 2022
Head-of-Stakeholder-Relations

The partnership between Debswana and Botswana Oil Limited (BOL) which was announced a fortnight ago will create under 100 direct jobs, and scores of job opportunities for citizens in the value chain activities.

In a major milestone, Debswana and BOL jointly announced that the fuel supply to Debswana, which was in the past serviced by foreign companies, will now be reserved for citizen companies. The total value of the project is P8 billion, spanning a period of five years.

“About 88 direct jobs will be created through the partnership. These include some jobs which will be transferred from the current supplier to the new partnership,” Matida Mmipi, Head of Stakeholder Relations at Botswana Oil, told BusinessPost.

“We believe this partnership will become a blueprint for other citizen initiatives, even in other sectors of the economy. Furthermore, this partnership has succeeded in unlocking opportunities that never existed for ordinary citizens who aspire to grow and do business with big companies like Debswana.”

Mmipi said through this partnership, BOL and Debswana intend to impact citizen owned companies in the fuel supply value chain that include transportation, supply, facilities maintenance, engineering, customs clearance, trucks stops and its support activities such as workshop / maintenance, tyre services, truck wash bays among others.

“The number of companies to be on-boarded will be determined by the economics at the time of engagement,” she said. BOL will play a facilitatory role of handholding and assisting emerging citizen-owned fuel supply and fuel transportation companies to supply Debswana’s Jwaneng and Orapa Letlhakane Damtshaa (OLDM) mines with diesel and petrol for their operations.

“BOL expects to increase citizen companies’ market share in the fuel supply and transportation industries, which have over the years been dominated by foreign-owned suppliers. Consequently, the agreement will also ensure security of supply for Debswana operations, which are a mainstay of the Botswana economy,” Mmipi said.

“Furthermore, BOL will, under this agreement, transfer skills to citizen suppliers and transporters during the contract period and ensure delivery of competent and skilled citizen suppliers and transport companies upon completion of the agreement.”

Mmipi said the capacitating by BOL is limited to providing citizen companies oil industry technical capability and capacity to deliver on the requirements of the contract, when asked on helping citizen companies to access funding.

“BOL’s mandate does not include financing citizen empowerment initiatives. Securing funding will remain the responsibility of the beneficiaries. This could be through government financing entities including CEDA or through commercial banks. Further to this, there are financial institutions that have already signed up to support the Debswana Citizen Economic Empowerment Programme (CEEP),” Mmipi indicated.

While BOL is established by government as company limited by guarantee, it will not benefit financially from the partnership with Debswana, as citizen empowerment in the petroleum value chain is core to BOL’s mandate.

“BOL does not pursue citizen facilitation for financial benefit, but rather we engage in citizen facilitation as a social aspect of our mandate. Citizen facilitation comes at a cost, but it is the right thing to do for the country to develop the oil and gas industry,” she said.

Mmipi said supplying fuel to Debswana comes with commercial benefits such as supply margins. These have traditionally been made outside the country when supply was done by multi-nationals for a period spanning over 50 years. With BOL anchoring supply for Debswana, this benefit will accrue locally, and BOL will be able to pay taxes and dividends to the shareholders in Botswana.

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Business

VAT in Africa Guide 2022 – Africa re-emerging

18th May 2022

PwC Africa has presented the eighth edition of the VAT in Africa Guide – Africa re-emerging. This backdrop of renewal informs on the re-emergence of African economies and societies which have been affected by the COVID-19 pandemic.

In this edition, which has been compiled by PwC Africa’s indirect tax experts, covers a total of 41 African countries. It is geared towards sharing insight with our clients based on the constantly changing tax environments that can have a significant impact on business operations.

Within Africa, governments continue to focus on expanding the tax net by improving revenue collection through efficient compliance systems and procedures. PwC Africa has observed that revenue authorities also continue to take a keen interest in indirect taxes as part of revenue mobilisation initiatives.

Maturing VAT system and upskilling SARS 

“In South Africa, VAT is becoming more relevant as a revenue source for the government,” says Matthew Besanko, PwC South Africa’s Indirect Tax Leader. “Strides have been made to upskill South African Revenue Service (SARS) staff and identify VAT revenue leakages, particularly in respect of foreign suppliers of electronic services to people and businesses in South Africa.”

Broadening the tax base and digital economy

In the past year, South Africa, Mozambique and Zimbabwe saw updates to their VAT legislation, or introduced specific legislation targeting electronically supplied services (ESS), which is in line with the global trend of attempting to tax the digital economy. “The expectation is that Botswana will also introduce VAT legislation in due course, while the National Treasury in South Africa has also made mention of revising the rules to account for further developments in the digital economy,” Besanko says.

South Africa’s National Treasury has also drafted legislation with the intention to introduce a reverse charge on gold, which is expected to come into effect later in 2022. While in Zimbabwe, revenue authorities have introduced a tax on the export of raw medicinal cannabis ranging between 10% and 20%, which came into effect on 1 January 2021.

ESG and carbon tax 

Key strides have also been made within the Environmental, Social and Governance (ESG) space. “ESG leadership, strategising and reporting is essential now for organisations that wish to flourish and remain relevant,” Kabochi says. He adds that companies need to consider how ESG and tax intersect, since tax is a significant value driver when businesses need to deliver on their ESG goals.

In South Africa, a carbon tax regime, which is being implemented in three phases, has been adopted. The second phase was scheduled to start in January 2023, however phase one was extended by three years until 31 December 2025.

Until then, taxpayers will enjoy substantial tax-free allowances which reduce their carbon tax liability. At the beginning of 2022, the South African government increased the carbon tax rate to R144 (about US$9), which is expected to increase annually to enable South Africa to uphold its COP26 commitments.

With effect from 1 January 2023, carbon tax payers in South Africa will also be required to submit carbon budgets and adhere to the provisions of the carbon budgeting system which will be governed by the Climate Change Bill. Where set carbon budgets are exceeded, the government plans to impose penalties. “At PwC, we are continuously focused on our renewed global strategy, ” The New Equation,” Kabochi says. “Through this strategy, a key focus area for PwC Africa is to support clients in adding value to their ESG ambitions and building trust through sustained outcomes.”

The New Equation is also an acknowledgement of the fundamental changes in the business environment in which PwC’s clients and other stakeholders operate. PwC continues to reinvent and adapt to these changes as a community of problem solvers, combining knowledge and human-led technology to deliver quality services and value.

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Business

Economists project lower economic growth for Botswana

18th May 2022
CBD

Local and international economists have lowered their projections on Botswana’s economic growth for 2022 and 2023, saying the country is highly likely to fail to maintain high growth rate recorded in 2021 hence will not reach initial forecasts.

Economists this week lowered 2022 forecasts for Botswana’s economic growth rate, from the initial 5.3% to 4.8% and added that in 2023 growth could further decline to 4.0%. The lower projections come on the backdrop of an annual economic growth that recovered sharply in 2021 with figures showing that year-on-year real Gross Domestic Product (GDP) growth increased to 11.4%, up from a contraction of 8.7% in 2020.

Economists from the local research entity, E-consult, this week stated that the 2021 double digit growth that exceeded projections made at the time of the 2022 budget may be short lived due to other developments taking place in the global economy. E-consult Economist Sethunya Kegakgametse stated that the war in Ukraine has worsened supply problems in the global economy and added that before the war, macroeconomic indicators were seen as improving and returning to pre-COVID levels.

According to the economist the global economy was projected to improve in 2022 and 2023. Recent figures show that global growth projections have been revised downwards from the initial forecast of 4.9% in 2022 with the World Bank’s new estimate for global growth in 2022 at 3.2%.

The statistics also shows that International Monetary Fund revised their growth projections for 2022 and 2023 down by 0.8% and 0.2% respectively, falling to 3.6% for both years. “The outbreak of war has severely dampened the global recovery that was under way following the COVID-19 pandemic,” said the economist.

She stated that despite Botswana being geographically removed from the conflict, the country has not and will not be exempt from the disruptions in the global economy. “The disruptions to global supply chains resulting from the war will have a negative effect on both Botswana’s growth and trade activities.

The economic sanctions against diamonds from Russia will add uncertainty to the market which will have knock on effects to Botswana’s growth, exports, and government revenues,” said the economists who added that the disruptions are driving prices up and result with very high inflation in the local economy.

Kegakgametse projected that in an attempt to limit inflation Bank of Botswana will be forced to raise interest rate “Should the sharp increase in both global and local inflation persist, Bank of Botswana much like other central banks around the world will be forced to raise interest rates in a bid to control rising prices. This would mean an end to the expansionary monetary policy stance that had been adopted post COVID-19 to aid economic growth,” she said.

In the latest projections, the UK based economic research entity Fitch Solutions lowered 2022 real GDP growth forecast for Botswana from 5.3% to 4.8% “In 2023, we see economic growth rate decelerating to 4.0%,” said Fitch Solutions economists who also noted that the 2022 and 2023 economic growth projections may come out lower than the current forecasts, as it is possible that new vaccine-resistant virus variants may be identified, which could result in the re-implementation of restrictions. “In such circumstances, we cannot rule out that Botswana’s economy may post weaker growth than our baseline scenario currently assumes,” said the economists.

According to the projections, Fitch Solution stated that there is limited scope for Botswana government to increase diamond production and exports, following the economic sanctions imposed on Russian diamond mining companies operating in Botswana. The research entity added that De Beers is unlikely to scale up diamond output from Botswana in order to prop up diamond prices.

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