This story is part of a special report chronicling events that led to the dismissal of Andrew Okai as the CEO of Letshego Holdings. In case you missed it:ย
Details of a hostile takeover by Bayport exposed
The court heard, through Letshego, that following a resolution to establish the Independent Board, the applicant (Andrew Okai) ceased correspondence – be it by phone, text and or email – with board members, but Okai denied this.
Dr Gloria Somolekae, a director who submitted on behalf of Letshego claims that following the passing of resolutions which required implementation at his level, the resolutions went unimplemented: โThe applicant refused to authorise or facilitate payments to the members of the board, their sitting allowances, specifically for their work done on Project Leopardโ, she asserted. He instructed members of the respondentโs staff (Letshego) to stop working with or resist the urge of cooperating with the board, so said the director.
Trying to prove this, she referred to the affidavit of Sipho Ziga, who is a partner at Armstrongs and โconfirms that he was not paid for several months of the opinion his firm gaveโ. Okai still refuted such claims of refusing to implement resolutions, adding that specificity as to the alleged correspondence or resolutions have been set out. โI deny that I refused to authorise or facilitate payments as alleged or at all and in the case of Armstrong, substantiation of the services claimed was requested and this was never provided,โ said Okai, adding that โcontrary to proper governance practice, the Chairman insisted in having meetings only with non-executive directors to the exclusion of the executive directors and the Company Secretaryโ.
The failure to pay service providers for the work done on Project Leopard, according to Dr Somolekae, sullied the reputation of Letshego and threatened to undermine relationships that it had built over several years, such as in the case of Armstrongs, which had been theย companyโs lawyers since it was established. She said the Chairman and some board members had to place calls and assure the service providers that they would get paid. She adds that the assurances were given with the expectation that Okai would get over the disappointment of not having been appointed as a member of the Independent Board. Okai said he has no knowledge of the alleged sullying of Letshegoโs reputation. Somolekae told the court that the board was being obstructed in its work. โIn cohort with the Company Secretary, Matshidiso Kimwaga, the applicant deliberately frustrated the work of the IB,โ she said.
While Okai refuted such claims, Dr Somolekae alleged there was an email sent by Okai in response to a request to attend to a meeting with the financial advisors on Project Leopard wherein he indicated that he would not attend because he believes that the IB was not properly constituted. โThe board was disappointed that rather than the board secretary facilitating its work, and facilitating timely information flow between the executive and the board, she allowed herself to be weaponised by the applicant and used to frustrate the discharge of the boardโs duties,โ Somolekae said. โThe company secretary, no doubt encouraged by the applicant, refused to provide secretarial services to the IBโ.
She added that there is an email sent by her making it clear that she has no intention of assisting because she considered the IB unlawfully constituted. โThe applicant and the company secretaryโs conduct was not limited to the IBโs work on Project Leopard but extended to refusing to implement and record other board resolutions that they did not agree with,โ Somolekae said. โThe conduct and omissions of the company secretary have resulted in a disciplinary inquiry being instituted.โ Okai submitted that he did not encourage the company secretary as alleged.
Alleged attempts to reconcile
Dr Somolekae claims that Okaiโs attitude towards the board didnโt seem to improve and โhe became more hostile towards itโ. Whereupon the former CEO replied: โI deny that there was any issue with my attitude nor was this ever brought to my attention.โ Extremely concerned that it was becoming impossible to discharge its statutory oversight role over the affairs of Letshego, the board said on several occasions sent members it believed he may be receptive to, to plead with him to normalise relations with the board. Okai submitted that โthe alleged several occasions are three instancesโ. According to Dr Somolekae, the first attempt was made by Philip Odera, a non-executive director, who spoke to the applicant sometime in February 2022.ย She said he came back and advised that the applicant was indifferent to reconciliation with the board. Contrary to this, Okai said the interaction with Odera had nothing to with his attitude. He told court that Odera said to him that he felt he was raising pertinent issues.
On 2nd March 2022, Somolekae submitted that Runa Alum intimated that she had a good relationship with Okai and could speak to him. Said Somolekae: She reported on 16th March 2022 that her attempts were unsuccessful. Okai alleged that Alum did not approach him to normalise relations with the board. As Alum later exited the board, Dr Somolekae said the responsibility to talk to the applicant was passed on to Ronald Hoekman. Hoekman came back and reported that from his assessment of the disposition of Okai, his differences with the board are irreconcilable. Regarding Hoekman, Okai said he did not tell me that he wished to normalise relations with the board.
But Odera made one last attempt in April 2022, according to Somolekae, who said he reported that Okai had at first indicated to him that he had instructed employees of Letshego not to cooperate with the board and had asked them to impose an information blackout on the board. โWhen informed by Mr Odera that the board were desirous of urgently organising a mediation in order to break the impasse between him and the board and to restore relations, the applicant said he would think about it and requested to be given up to the following Thursday. He did not revert but instead ignored follow-ups,โ she continued, adding that he eventually responded after the agreed deadline. Okai admits to having discussions with Odera and, save as aforesaid, he denied the remaining contents. Somolekae claims that the lack of a prompt response led the board to conclude that Okai was not keen on mediation and might withdraw from it during its process.
To be continued…
