The Sunday Mail
THE current PPC board has made a pre-emptive strike against its former CEO Ketso Gordhan and other minority shareholders trying to get rid of all current shareholders and replacing them with their own candidates.
In a Sens announcement on Friday, the PPC board gave notice of a general meeting on December 8 and uses the opportunity to defend itself.
In the announcement it states that Foord Asset Management with 8,6 percent of voting rigts, Visio Capital Management with 1,68 percent and Nedbank Private Wealth with 0,08 percent have requisited the meeting.
The purpose is to remove all the current directors and replace them with their own candidates, including Gordhan, PPC executive Pepe Meijer and business heavyweight Bobby Godsell.
The requisitors motivated the need for the meeting as follows: “That the current board needs to be replaced with a functional board with the correct expertise to run the company and that this needs to be done as soon as possible in order to restore continuity to the operations and strategy of the company and is in the best interest of all stakeholders and employees.”
According to the board no explanation has been given for the allegations.
The board denies that it is dysfunctional and says it has played a key role in the company’s Africa strategy and has overseen the execution since 2011.
It says the board has always insisted on high standards of corporate governance and allegations of dysfunctionality only surfaced after Gordhan’s resignation in September.
With regard to board members having the right expertise the board says that the requisitionists “have chosen not to give any details for this bald and unsubstatiated allegation.”
On October 8, it was in fact suggested that four specific directors be re-elected which means that “at that stage some directors were therefore considered to have the correct expertise”.
“Why then should that have changed in a period of three weeks?” the board asks.
It also denies a lack of continuity with regard to company’s Africa strategy which it says started with the aquisition of PPC Zimbabwe from Anglo American in 2001.
A new vision was formulated in 2011 and several milestones have been achieved in implementing it before Gordhan joined PPC at the beginning of 2013.
The board says the company is proceeding with the execution of the strategy and has signed EPC contracts for projects in Rwanda, DRC, Ethiopia and Zimbabwe.
The board says it is making good progress with the search for a new CEO.
It says it cannot be in the best interest of all shareholders to lose the institutional memory of the entire board.
“This could lead to destabilising the company and its customers, put some of its expansion plans in Africa under pressure and impact on staff morale.”
The board states none of the current members are prepared to serve if Gordhan returns to the CEO position.
It says the trust relationship between Gordhan and the board has broken down and the situation deteriorated as Gordhan failed to comply with the terms of his resignation agreement. “By running a self-serving media campaign to be reinstated as CEO of the company, he has not acted in the best interest of the company nor has he complied with his continuing fiduciary duties as a former director.”
The directors that the minority shareholders propose to be appointed are:
Darryll Castle, Pepe Mijer, Keshan Pillay, Ketso Gordhan, Claudia Manning, Gesina Coetzer, Nompumelelo Siswana, Itumeleng Dlamini, Bobby Godsell and Peter Nelson. — Business Day..
