THE National Social Security Authority (Nssa) has written to ZB Financial Holdings (ZBFH) demanding the convening of an extraordinary general meeting (EGM) where heads are expected to roll over a series of corporate governance issues rocking the group.
By Bernard Mpofu
As the tiff between one of ZBFH’s key shareholders, Transnational Holdings Limited (THL), and the Reserve Bank of Zimbabwe (RBZ) and Nssa in one corner continues, the social security agency is now flexing its muscle, pushing for several changes in the financial services group, documents seen by the Zimbabwe Independent show.
“It is abundantly clear to us that there is resistance from members of the board and, possibly, management. Indeed, the time we had given for a response was purposefully extended to afford the board time to attend to our concerns in an orderly manner and outside the public gaze.
“The failure of the board to provide an acceptable response timeously has only served to further embolden our determination to employ other legal means to achieve the same. Nssa’s recent track record in this respect is well publicised,” wrote Nssa chairman Robin Vela in a letter dated March 23.
“In light of the foregoing, we hereby formally write to you as the company secretary and in terms of Section 126(1) of the Companies Act (Chapter 24:03) requesting that you cause the company to convene an extraordinary general meeting within twenty-one days of receipt of this request.”
Vela said should the meeting be convened, Nssa would oppose a demand by Transnational to be issued with further 6% shareholding in the company on the basis of its agreement with the government and the EGM resolution of 2007 which EGM THL is currently challenging in court.
THL, an investment vehicle run by veteran banker Nicholas Vingirai, became the second largest shareholder in the group after Nssa’s 37,79% following Vingirai’s victory in a long-running legal battle over shareholding.
“We therefore request that you cause the company to issue a notice to its members convening the extraordinary general meeting of the company on a date not less than 14 days not more than 28 days from the date of the notice,” Vela further wrote.
“By copy of this letter, which we instruct be copied to the board without delay, the acting chairman of the board of directors of ZB Financial Holdings Limited is duly advised of our request. In order to minimise the cost to the company of this meeting, the company may wish to consider bringing forward its annual general meeting date so that both the EGM and AGM are held on the same day.
“Upfront, we advise that we will not entertain any delay in our request and that as a minimum the EGM must happen on the earliest date prescribed by law as called for by this letter.”
Last week, the Zimbabwe Independent revealed that ZBFH chief operating officer Mike Manyika had been forced out in what appears to be a volte-face on the initial position that was taken by THL following a corrective order issued by the central bank early this month.
This came after a storm had engulfed one of Zimbabwe’s oldest financial institutions, ZBFH, over a series of issues which include the forcing out of independent board members, a controversial payment of dividend, unlawful appointment of Manyika, stalling of a merger process and a raft of corporate governance failures.
In a letter written to RBZ director in charge of bank supervision, Norman Mataruka, dated March 23, ZBFH legal secretary Charles Kathemba said the financial services group had agreed to comply with the central bank’s directives.
Following the corrective order, the ZBFH board, in a major climb-down compared to the position that was taken by Vingirai’s THL, met on March 17 to discuss the central bank’s demands.