- Shareholders want some board members fired
- Allan Gray wants Board Chair Somolekae and Karuhanga removed
- Allan Gray proposes replacement with Molefe and Mpai
- BPOPF wants Motshegwa, Prof Botlhale
At the 23rd Annual General Meeting (AGM) of the shareholders of Letshego Holdings Limited, which will be held via Conference Call at 1430 on Thursday 23 June 2022, part of the proposed resolutions include removal of some of the independent non-executive directors, The Business Weekly & Review has established.
A hot agenda item of AGM is Resolution 7, which speaks to a consideration for the removal of Enos Banda, who is an Independent Non-Executive Director, and the Chairman of the company, Dr. Gloria Somelekae, who is an Independent Non-Executive Director of the Company as well as Hannington Karuhanga, who is an Independent Non-Executive Director of the Company, from the Board (by way of a separate vote) in accordance with Article 19.3 of the Constitution.
According to an announcement by Letshego’s Interim Company Secretary, Lebogang Rathedi, this resolution has been proposed for discussion and resolution at the AGM by Allan Gray Botswana (Proprietary) Limited on behalf of shareholders of the company who collectively hold 25,726,451(1.2 percent) of shares in terms of Article 17 of the Constitution and Section 9 (1) of the Second Schedule of the Companies Act.
Resolution 8 calls for consideration of appointment of the new nominees as new directors (by way of a separate vote) in accordance with Article 19.4 of the Constitution. The resolution wants Ketlhalefile Motshegwa to be considered for nomination as an Independent Non-Executive Director of the Company (nominated by Botswana Public Officers Pension Fund nominees who collectively hold 664,801,321 (30.9 percent) of the shares in the company).
Motshegwa currently serves as Secretary General of Botswana Land Board Services, Local Authorities and Health Workers Union (BLLAHWU), and has a seat on the BPOPF Board of Trustees. Further, BPOPF wants Christopher Mokgware, Senior Governance and Compliance Manager for De Beers, as an Independent Non-Executive Director of the Company, as well as Professor Emmanuel Botlhale, a Professor of Public Administration in the Department of Political and Administrative Studies at the University of Botswana, as an Independent Non-Executive Director of the Company.
In furtherance, Allay Gray, which is the one pushing for removal of these directors, has put forward Wilfred Mpai for nomination as an Independent Non-Executive Director, nominated by Allan Gray on behalf of shareholders of the Company who collectively hold 25,726,451(1.2 percent) of the shares in Letshego. Mpai is a former Chairman of National Development Bank and a former Director of Botswana Tourism Organisation where he also held the role of Chairman of the Finance and Audit Committee. He is a former Managing Director of Barclays Bank Botswana. Mpai commands relevant banking, financial and governance-related experience.
Allan Gray also wants Maleho Mothibatsela nominated as an Independent Non-Executive Director, as well as Oteng Sebonego and Boitumelo Molefe. Mothibatsela is Chairman of Botswana Development Corporation and Investment Director at Blackthread Capital. Sebonego is Investment Director at Norsad Finance Limited. With experience in investment activities in various parts of the African continent, Sebonego is tipped to improve Letshego’s investment process.
Molefe is a former CEO of Debswana Pension Fund and Botswana Public Officers Pension Fund. She has also worked in various capacities at Debswana and as CFO at Bokamoso Private Hospital. Having served on numerous boards, Molefe is expected to bring a wealth of experience in finance, risk and governance. She is well placed to add value as a director of Letshego, working with the Board and guiding management as necessary. She is currently Financial Advisor to the CEO at Sidilega Private Hospital.
Further, Hitesh Anadkat, who holds 63,053,394 (2.9 percent) of shares in Letshego, wants Busisa Moyo, as an Independent Non-Executive Director, as well as Jayaraman Ramesh. Moyo is a business leader, industrialist and entrepreneur based in Zimbabwe. He is the Chairman of the Oil Expressers Association of Zimbabwe (OEAZ) and a former President of Confederation of Zimbabwe Industries (CZI). Jayaraman is a Co-founder and Non-Executive Chairperson of the Board of Directors of Botho Group that comprises Botho University, Enko Botho Campus and the growing real estate portfolio.
The people have been nominated for appointment to the Board of Letshego by various shareholders of the company by means of resolutions proposed in terms of Article 17 of the Constitution and Section 9 (1) of the Second Schedule of the Companies Act. At the AGM, the Chairman Banda was due to be re-elected to the board together with Philip Odera and well as Abiodun Odubola who retire in terms of Article 19.9 of the Constitution and, being eligible, had offered themselves for re-election.
Another Independent Non-Executive Director, Stephen Price, will retire from the board in terms Article 19.9 of the Constitution. Runa Alam has resigned from the board as an Independent Non-Executive Director with effect from 23 March 2022 in terms of Article 19.7(d) of the Constitution. At the AGM, the board will also confirm the appointment of Rose Mwaura, who was appointed to fill a casual vacancy on 2nd December 2021 in accordance with Article 19.4 of the Constitution, as an Independent Non-Executive Director of the Company.