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.”
Prices for cereals or staple foods in Botswana and other Southern African countries continue to rise at a slower pace, following trends in the global markets, according to the latest November 2022 Food Price Monitoring and Analysis by Food Agricultural Organization (FAO) of the United Nations.
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Botswana Institution Of Engineers (BIE), has last week hosted a gala dinner in which they appreciated engineers who worked tirelessly and with dedication for 10 years from 1983 to steer the BIE to its current status.
The event that was held at the Phakalane Golf Estate had brought together young, experienced and veteran engineers and was held under the theme “Vitalize the dignity and eminence of all professional engineers”.
Explaining the theme, the institution’s treasurer, Thanabalasingam Raveendran said that engineers were looked upon reverentially with respect as the educated but with time it seems to have deteriorated. He indicated that there is a need to change the narrative by all means.
“The BIE exists for the welfare and the betterment of us Botswana engineers, we need to recognize specialised units within our Institution. We Engineers strongly believe in Engineers make it happen” Raveendran said.
He indicated that under the theme they appeal to all engineers to energize, to attain quality of being worthy of honour and respect and to achieve recognized superiority amongst the Society.
Raveendran stated that engineers need to ensure their end product is of good quality satisfying the end users expectations and engineers must be honest in their work.
“Approximately 8000 engineers registered with Engineering Regulatory Board (ERB) are not members of the BIE, engineers need to make every effort to recruit them to BIE” he said.
He alluded that BIE being a society, it currently needs to upgrade itself at par with professional institutions elsewhere like the UK and USA.
He further stated that BIE has to have engineering units of specialised disciplines like Civil/Mechanical/electrical etc
“As President Masisi indicated in his inaugural speech, the young people, who make 60 percent of the population of this country, are the future leaders and therefore investing in them is building the bridge to the future” said Raveendran
Kandima indicated that BIE has a memorandum of Understanding with Engineers Registration Board (ERB), where BIE is a recognised provider of CPD training, mentorship programmes and more importantly IPD undertaking to upgrade the skills and know-how of our engineers.
“For us to achieve our mandate and make worthwhile changes to engineering in Botswana, we have to be totally focused and act with intent” said Kandima.
Furthermore, Stephen Williams, past president of the BIE from 1986-1988 told the engineers that the BIE provides a fertile environment where they can meet, share ideas and grow professionally.
“The BIE is also a nesting place for graduate engineers to learn from their peers and seniors, it also cater for engineering technicians and technologists and so nobody in the technology field is left out” he said.
He further indicated that Botswana Government provides a conductive environment for growth of engineering professionals.
“It must be stated that the Botswana Government recognises the existence of BIE and it can further be stated that the government enables ERB to carry out its mandate as a regulator of engineering professionals” said Williams
He plead with engineering companies to recognize and support BIE as it is the only source of engineering personnel’s for various Industries .
Furthermore, when giving his farewell speech, Michael Pinard , a past president of the institution said how they are viewed as engineers by the general public might be due to some lack of appreciation as to exactly what role they play in the development of the country.
“The BIE slogan is aptly coined-Engineers make it happen, in other words, what man dreams engineers create” Said Pinard.