Business / Companies
Kalaa Mpinga booted out of Mwana Africa
10 Jun 2015 at 05:56hrs | Views
Pan-African, multi-commodity mining company Mwana Africa PLC Wednesday announced the departure of Kalaa Mpinga as Chief Executive Officer of the Company with immediate effect.
Yat Hoi Ning, formerly Interim Non-Executive Chairman, has become Executive Chairman and Scott Morrison, who was appointed as a Non-Executive Director of Mwana at the EGM yesterday, has become Senior Independent Non-Executive Director.
The company noted that these changes have been approved by the Board of Directors and will take effect immediately.
The nominations committee, which comprises of Ning, Wellesley-Wood and Morrison, will now initiate an executive search to find a suitable successor to fill the position of Chief Executive Officer.
Yat Hoi Ning, Executive Chairman of Mwana, said, "Mr Mpinga and Mwana have decided to part-company by mutual consent. He has been a great asset in the creation of Mwana and throughout its development to date."
This come just after Mr Ngoni Kudenga and Mr Herbert Mashanyare were voted off the Mwana Africa board at the company's extraordinary general meeting held yesterday in the United Kingdom.
The EGM, which had been requisitioned by minority shareholders led by Mr Ian Dearing, sought to restructure the board, with Mr Kudenga and Mr Mashanyare targeted for removal, together with interim non-executive chairman Mr Stuart Morris and non-executive director Mr Johan Botha.
However, Mr Morris and Mr Botha retired from the board, leaving the Zimbabweans in the firing line. The disposed directors together boast a wealth of experience in Zimbabwe's corporate and mining sectors.
Mr Kudenga is a widely respected corporate leader after he founded BDO Kudenga, a firm of auditors while Mr Mashanyare is a veteran metallurgist with over three decades of experience in Zimbabwe's mining sector.
"The removal of the board non-executive directors would deprive Mwana of valuable industry experience, corporate memory, functional internal and external working relationship, practical mentoring and advice to management, and the ability to ensure smooth and succession planning," Mwana Africa had said in a circular to shareholders last month..
Meanwhile, the EGM has seen Dr Scott Morrison, Mr Mark Wellesley-Wood, Mr Olivier Barbeau and Ms Anne-Marie Chidzero (a Zimbabwean) replacing the four board members.
At the EGM, the company announced that its nominated advisor, Peel Hunt is continuing to undertake due diligence on Messrs Morrison and Barbeau, and Ms Chidzero in accordance with the AIM Rules for Companies and further information in accordance with the requirements of paragraph 2(g) of Schedule 2 of the AIM Rules will be announced shortly.
It said due diligence has been completed on Mr Wellesley-Wood, a former chairman of the company
A proposed special resolution that the directors of Mwana "do not enter into any unconditional agreement to acquire or dispose of any major asset without previously disclosing the details thereof to the members of the company a reasonable time before any agreement becomes unconditional" was rejected by shareholders.
As a result of the exit by Mr Morris and Mr Botha, China International Mining Group Corp - Mwana's biggest shareholder - and Mr Yat Hoi Ning, CIMG's chairman and a non-executive director at Mwana, withdrawn their petition disputing Mr Morris' re-election.
In December last year, CIMG and Yat Hoi Ning filed petitions at the High Court of Justice and Companies Court in London after Mr Morris was re-elected to the board.
Following the withdrawal, Mwana also announced the appointment of Ning as interim chairman of the regional mining giant. Speaking after the meeting today, interim chairman Mr Yat Hoi Ning said: "It has been a turbulent period for the company. Shareholders have spoken and the Company fully respects their views. We will now ensure that the Company is in a position to capitalise on its strong operational performance achieved in the first half of the financial year.
"It is important to remember that the fundamentals of the business remain strong and with this issue now behind us, the new Board will come together to drive the Company forward."
Yat Hoi Ning, formerly Interim Non-Executive Chairman, has become Executive Chairman and Scott Morrison, who was appointed as a Non-Executive Director of Mwana at the EGM yesterday, has become Senior Independent Non-Executive Director.
The company noted that these changes have been approved by the Board of Directors and will take effect immediately.
The nominations committee, which comprises of Ning, Wellesley-Wood and Morrison, will now initiate an executive search to find a suitable successor to fill the position of Chief Executive Officer.
Yat Hoi Ning, Executive Chairman of Mwana, said, "Mr Mpinga and Mwana have decided to part-company by mutual consent. He has been a great asset in the creation of Mwana and throughout its development to date."
This come just after Mr Ngoni Kudenga and Mr Herbert Mashanyare were voted off the Mwana Africa board at the company's extraordinary general meeting held yesterday in the United Kingdom.
The EGM, which had been requisitioned by minority shareholders led by Mr Ian Dearing, sought to restructure the board, with Mr Kudenga and Mr Mashanyare targeted for removal, together with interim non-executive chairman Mr Stuart Morris and non-executive director Mr Johan Botha.
However, Mr Morris and Mr Botha retired from the board, leaving the Zimbabweans in the firing line. The disposed directors together boast a wealth of experience in Zimbabwe's corporate and mining sectors.
Mr Kudenga is a widely respected corporate leader after he founded BDO Kudenga, a firm of auditors while Mr Mashanyare is a veteran metallurgist with over three decades of experience in Zimbabwe's mining sector.
"The removal of the board non-executive directors would deprive Mwana of valuable industry experience, corporate memory, functional internal and external working relationship, practical mentoring and advice to management, and the ability to ensure smooth and succession planning," Mwana Africa had said in a circular to shareholders last month..
Meanwhile, the EGM has seen Dr Scott Morrison, Mr Mark Wellesley-Wood, Mr Olivier Barbeau and Ms Anne-Marie Chidzero (a Zimbabwean) replacing the four board members.
At the EGM, the company announced that its nominated advisor, Peel Hunt is continuing to undertake due diligence on Messrs Morrison and Barbeau, and Ms Chidzero in accordance with the AIM Rules for Companies and further information in accordance with the requirements of paragraph 2(g) of Schedule 2 of the AIM Rules will be announced shortly.
It said due diligence has been completed on Mr Wellesley-Wood, a former chairman of the company
A proposed special resolution that the directors of Mwana "do not enter into any unconditional agreement to acquire or dispose of any major asset without previously disclosing the details thereof to the members of the company a reasonable time before any agreement becomes unconditional" was rejected by shareholders.
As a result of the exit by Mr Morris and Mr Botha, China International Mining Group Corp - Mwana's biggest shareholder - and Mr Yat Hoi Ning, CIMG's chairman and a non-executive director at Mwana, withdrawn their petition disputing Mr Morris' re-election.
In December last year, CIMG and Yat Hoi Ning filed petitions at the High Court of Justice and Companies Court in London after Mr Morris was re-elected to the board.
Following the withdrawal, Mwana also announced the appointment of Ning as interim chairman of the regional mining giant. Speaking after the meeting today, interim chairman Mr Yat Hoi Ning said: "It has been a turbulent period for the company. Shareholders have spoken and the Company fully respects their views. We will now ensure that the Company is in a position to capitalise on its strong operational performance achieved in the first half of the financial year.
"It is important to remember that the fundamentals of the business remain strong and with this issue now behind us, the new Board will come together to drive the Company forward."
Source - Additional reporting from BH24 and RTTNews.com
