BBS Limited will reportedly go heavily after the four deposed members of its Board of Directors to demand that they pay back money estimated in the region of P1 million that they are alleged to have unlawfully used to settle their legal fees against BBS executives to protect their personal interests.
Investigations by The Business Weekly & Review have established that there is an ongoing preparation by BBS Limited Executive Management, with the support of the new Board of Directors, to go after the ex-board members to personally pay back all the money spent on their legal fees and associated costs like professional service fees.
In response to enquiries from this publication, BBS Head of Marketing and Communications/Company Secretary, Sipho Showa, stated: “We are still compiling the legal costs and those for other professional services which the former Board commissioned. The costs so far are alarming. However, the company has not decided what course of action to take once the final tally has been done.”
Sources say the quantum of the legal and professional services costs which were sanctioned by the board is the reason BBS management wants the funds paid back, especially that the funds financed a course that seemed personal and was without any benefit to BBS shareholders. Those in the know say that while BBS management is still compiling the legal costs and other professional fees sanctioned by the old board, the money is already approaching P1 million.
According to the voting results issued by BBS after the dramatic Annual General Meeting (AGM), Duraiswamy Kalyanaraman, Lebole Mokoto, Bernard Mzizi, Colm Patterson, Victor Ramalepa passed the test at 68.35 percent, 67.79 percent, 68.44 percent, 68.49 percent and 67.75 percent respectively. Pelani Siwawa-Ndai, who was the board chair, failed to be re-elected after scoring 32.19 percent. Michael Tlhagwane, the Motor Vehicle Accident (MVA) Fund CEO who was also seeking re-election, scored 31.58 percent. James Kamyuka, Richard Molosiwa, Kgalalelo Monthe also failed to secure re-election, tallying 31.49 percent, 31.51 percent and 32.27 percent respectively.
That the former board members were hell-bent on doing anything to protect and extend their stay on the BBS Board is said to have led them astray, so much as to even use BBS Limited funds to finance their ‘ill-advised’ stay goal. Then chair Siwawa-Ndai’s suspension of Managing Director Pius Molefe and his Company Secretary Showa is believed to have been motivated by the Board’s relentless ambition to extend its tenure as directors in contravention with the corporate governance requirements of going through the proper AGM. The two were suspended because they had submitted new names of people who were selected by shareholders as candidates for BBS Limited board directorships, and they insisted on the AGM proceeding against the old board’s wishes. Siwawa-Ndai and her crew would have none of it so much that they tried to illegally extend the AGM and their stay at the board by three full months. When Molefe and Showa opposed this lack of compliance with proper corporate governance, war ensued, leading to their suspension in order to bar the two from partaking in the preparations for the AGM.
For that suspension to take effect, Siwawa-Ndai had employed the legal services of Bookbinder Business Law, an opulent corporate law firm whose services do not come cheap. The decision was taken backed by the BBS war chest. When Molefe and Showa engaged the legal services of Collins Chilisa Consultants in their personal capacity, it was made clear that the decision to suspend Molefe and Showa was illegal and that an improper procedure was followed. But Siwawa-Ndai did not give up. She pressed further to a point where she secured an interim court order for the suspension of the two EXCO members. Immediately after the ‘suspension’ of Molefe and Showa, James Kamyuka, former Botswana Development Corporation General Manager who was fighting in Siwawa-Ndai’s corner, was appointed acting MD. It is believed that at that time, funds were authorised for use by him on behalf of his allies to finance legal costs as well as settle other professional fees that arose.
Those were the funds which were also deployed to their attorneys when Collins Chilisa Consultants successfully challenged Molefe and Showa’s suspension in court. At that time – on Monday 19 April 2021, to be precise – the High Court of the Republic of Botswana sitting in Lobatse discharged the temporary order it had granted the old BBS Limited Board on Friday 9 April 2021 whose effect was, amongst others, to bar Molefe and Showa from executing their duties.
The effect of the High Court judgment was that the meeting convened by the BBS Limited Board on Easter Monday 5 April 2021 to resolve on the dismissals was a non-event as it was not properly called in line with the constitution of BBS Limited. Therefore, any decisions arising from that alleged meeting were as good as being non-existent, as per the judgment.
Siwawa-Ndai did not give up and went on implement her plan B. After the judgment, BBS Limited Chairperson Siwawa-Ndai communicated to Molefe just before 12 noon on that Monday via WhatsApp to the effect that she and other directors would be approving a resolution by round-robin to dismiss Molefe and Showa from office again without giving them a hearing as stipulated in BBS Limited Conditions of Service. Molefe immediately proceeded to the Industrial Court in his capacity as Managing Director where he secured an interim order barring fellow directors from executing their plan.
Molefe’s interim order meant that the Board chaired by Siwawa-Ndai could not dismiss him and Showa by passing that resolution through a round-robin. Further, when 30 April, the day of the BBS AGM arrived, Siwawa-Ndai and her team continued to fight in a quest to have the AGM postponed. One of the largest shareholders, the Derek Brink family, secured a High Court order compelling the BBS Ltd Annual General Meeting to go ahead with its planned elective agenda, as the building society’s directors reportedly walked out of the meeting.
The board members at that time told shareholders that the meeting was irregularly called and insisted on an adjournment. The directors are said to have left the meeting while shareholders remained behind and vowed to proceed with the agenda. It is at the same meeting the old board was voted out.
The old board was also sued by a Botswana Building Society (BBS) Limited shareholder, Pusetso Morapedi, over the pending Annual General Meeting (AGM) following a public legal spat.
Morapedi, who is also the director of Botswana Centre for Public Integrity, a non-governmental organization focused on governance, made an urgent application before court asking to enforce her rights as a shareholder and to prevent the then board of directors from extending their tenure. According to her application at that time, she wanted a guarantee from the board that they would not prevent election of directors at the AGM scheduled for 30 April 2021 or extend the tenure for those whose mandate is expiring. Siwawa and her team dismally lost. But the fact that they used BBS Limited funds to finance their course is coming back to haunt them.