ZB Financial Holdings (ZBFH) has given in to pressure from its largest shareholder the National Social Security Authority (Nssa) to convene an annual general meeting (AGM), where heads are expected to roll over governance issues in the financial services group.
By Bernard Mpofu
Nssa last month wrote to ZBFH legal secretary Charles Kathemba expressing its concerns over manoeuvres by the group’s second largest shareholder Transnational Holdings, which is led by veteran banker Nicholas Vingirai.
Nssa chairman Robin Vela told the Zimbabwe Independent that the social security agency would push its agenda at an AGM slated for next month.
Nssa wants to 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 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.
“The timing of the notice convening an annual general meeting coincides with the regulatory timeframe for the company to have called for an extraordinary general meeting as had been requested by Nssa. Mindful of the cost implications of holding both an AGM and EGM, Nssa suggested the single event be brought forward to comply with its EGM demand, which will serve as a joint meeting,” Vela said in a written response to questions sent by the Independent.
Asked if Nssa had changed its stance, Vela said: “Absolutely not. It has not. In fact, our determination has been emboldened. Combining the meetings is an indication of our commitment to seeing through the holding of the EGM, which we believe will address issues aimed at improving corporate governance and protecting shareholder value in ZBFH.”
In a notice released last week, Kathemba said the group would convene its 28th AGM on May 12 at head office. As a special business, the shareholders have to consider, and if deemed fit, to pass resolutions in respect of the “propriety of the payment by the company of a dividend claim in the sum of US$658 699 to Transnational Holdings Limited on March 7”.
The meeting has to approve or disapprove the claim by “THL to be issued with a further 10 876 184 shares in the company”.
The shareholders will also receive a report on the corrective order issued to ZBFH by the Reserve Bank of Zimbabwe (RBZ).
In a letter dated March 7, the RBZ ordered the financial services group to revoke the appointment of Mike Manyika as chief operating officer and fined ZBFH US$36 000, calculated at US$300 for every day he was in office.
Last month, the 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.