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Hwange firings still illegal despite court case: Chairman Savanhu

by Moyo Roy
15 Aug 2011 at 04:26hrs | Views
Chairman of Hwange Colliery Company, said withdrawal of a High Court case to nullify the decisions of a recent company general meeting does not  make that meeting lawful.

The meeting saw Mr Savanhu fired, but he maintains the notice issued by company secretary Mr Thembelani Ncube calling for an AGM was improperly constituted and of no force.
It is understood that the newly-elected board will meet soon to elect its chairman.

Mr Savanhu had withdrawn an urgent High Court application that sought to nullify the meeting after Cabinet appointed Deputy Prime Minister Arthur Mutambara to deal with the issues at Hwange.
Mr Savanhu argued that the AGM was not properly constituted and that he was still in charge.

He insisted that his board would convene an urgent meeting to deliberate on the holding of a properly convened meeting.

Government, the largest shareholder in Hwange with 38 percent, had ordered to stop the contested AGM but Mr Nicholas van Hoogstraten, with 26 percent stake contended the meeting was lawful.

Mr Savanhu says the notice was irregular and the meeting unprocedural in terms of Article 65 of the company's articles of association, which state that directors determine the time and place in respect of such meetings.

"No shareholder has the power to act on his own volition, nor it must be said, can the shareholders of the company on their own volition, convene an AGM.
That duty is reposed in the board of the company," he said.

Mr Savanhu said his board attended the meeting and advised that the meeting be postponed.

The chairman made the announcement in what he said was in accordance with the directive from the Government through the Deputy Prime Minister.

It was then that Mr Valentine Vera from the Ministry of Mines and Mining Development contradicted the announcement that had been made by the chairman.

Shareholders then indicated that they were turning the meeting into a shareholders' meeting and Mr van Hoogstraten nominated Mr James Nqindi to chair the meeting.

Mr Savanhu said this was the meeting that made the decision to fire his board and dealt with all items on the agenda of the AGM.
"It is my view that these proceedings were wrong at law and that therefore they cannot give rise to lawful results," Mr Savanhu said.

Mr van Hoogstraten had indicated that it was the shareholders' prerogative to either proceed or adjourn the meeting.

The new board appointees at the meeting included Shingirai Chibhanguza, Jemister Chininga, Ian Haruperi, Nkosilathi Jiyane, Siphiwe Maphuwa, Johnson Mawere, Farai Mutamangira, Lucas Nkomo and Valentine Vera.

Meanwhile, the company secretary has since published a notice of the resolutions of the shareholders meeting of August 3, 2011.

Mr Savanhu said his board would soon deal with misguided members of management who are working outside the board.

"The statement by the company secretary was misguided and the board is considering taking disciplinary action.

"You wonder where he is drawing his power from and why he is working outside his employer," Mr Savanhu said.

Hwange, which is tri-listed and has about 4 000 shareholders, runs the risk of being suspended from trading following these shareholder disputes.

The company is listed on the Zimbabwe Stock Exchange, Johannesburg Stock Exchange and the London Stock Exchange.

Source - TH