RTG Executives Veto Firing of Directors

RAINBOW Tourism Group (RTG) executives got enough proxies to ward off majority shareholder, Nicholas van Hoogstraten’s desire to fire the group’s eight directors at the hospitality company’s annual general meeting yesterday.


Only one director, Cannan Dube, was voted off the board by shareholders through a secret poll.

Chairperson Grace Muradzikwa resigned from the board saying she “was a professional and did not want to be part of the Van Hoogstraten drama and therefore was not offering her self for re-election”.

Dube and Van Hoogstraten have not been the best of friends since RTG’s rights issue, which the latter claimed was not done properly and they stole his money.

Van Hoogstraten (64), who holds over 463 million shares in RTG, representing a 34% stake through Banhams Investments (Pvt) Ltd, Messina Investments and Willoughby’s Finance (Pvt) Ltd, wanted to fire the RTG chair Grace Muradzikwa and seven directors.

The other six directors are Pascal Changunda (group finance director), Charmaine Daniels, Godfrey Manhambara, Yardim Mariuma, Elliot Nyoni and Chipo Mtasa, the chief executive officer.

Van Hoogstraten who was not happy with the outcome of the AGM alleged that the chairman and directors were “incompetent and did not know how to run his company and therefore should leave”.

He also tried to make amendments to on some resolutions, but analysts questioned his corporate politics.

Market watchers, however said the directors were still walking on a thin line as Van Hoogstraten is the largest single mover on the Zimbabwe Stock Exchange and can increase his stake and take over the company anytime.

“It would be better for the other directors to mend their relations with him (Van Hoogstraten) as he has enough money to buy shares from any RTG shareholder who decides to sell regardless of the amount.

On March 11 Van Hoogstraten had written a letter addressed to RTG company secretary Aldoh Musemburi though his company Banhams Investments.

The letter said: “We require the removal of the chairman and directors on or before the 2009 annual general meeting. Please ensure that the relevant resolutions are tabled for the annual general meeting.

Please provide us with the proposed date for the 2009 annual general meeting to enable us — in consultation with other large shareholders — to put forward our nominations for the appointment of a new chairman and directors.”

Banhams is the largest shareholder in RTG with a 23,6% shareholding and holds about 400 million shares.
RTG directors said Van Hoogstraten’s proposal suffered from “certain legal deficiencies which have been partially remedied in subsequent communication between Banhams Investments and the company”.

“It is a point of fact that the major shareholders have been unhappy for some time with the way the company has been run by a group of persons with little or no knowledge of business or the hospitality business in particular and by persons with no financial substance or with any personal financial stake in the company,” RTG said in the statement.

RTG said the removal of directors as proposed by Van Hoogstraten required a “special notice, in terms of the Companies Act and the articles of association of RTG”.

They said the resolution, for it to be legal, must have been passed by members holding not less than 51% of the issued share capital of the company present in person or by proxy at the AGM.

The directors said the removal of directors must be dealt with on a person by person basis.

“It is incumbent upon the board to advise members that the Companies Act requires that any company in Zimbabwe must, at all times, have a minimum of two directors and further, that it is not in the best interest of the board or the company for the entire board of a public company to be removed without being replaced or otherwise re-organised,” RTG said. –– Staff Writer

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