BOPEU threatens to sue Marenga, BI Directors
Argues Marenga is not the rightful General Secretary to send AGM Notices
Botswana Public Employees Union ( BOPEU) leadership has threatened to take legal action against Topias Marenga for sending a Notice for Babereki Investment ( Pty) Ltd Annual General Meeting ( AGM) to board members.
The union has also threatened to sue for contempt of court against the Board if it sends the Notice of the AGM to people listed by Marenga.
Marenga issued a parallel notice as ‘ General Secretary’ of BOPEU indicating list of attendees of the AGM. The Court of Appeal has ordered that The Board of Directors of Babereki Investments convene an Annual General Meeting of the Company for the financial year to June 2019 to be held no later than Sunday 25th April 2021.
The court of appeal has ordered that the meeting which was to be held on the 28th November 2020 be held on Sunday 25 April 2021 with full observance of all applicable COVID- 19 protocols, including attendance and voting proxy to the extent necessary, and as authorised by the BI’s Constitution and by the Company’s Act.
The convening of the AGM is expected to be a showdown between the two warring factions of BOPEU, one led by former President Masego Mogwera ( who is also fighting her removal through court) and another by current BOPEU President Olefile Monakwe. BOPEU is the sole shareholder of BI.
Topias Marenga who was dismissed together with Mogwera from office penned down a Notice as General Secretary of the union to Babereki Investments ( Pty) Ltd Board Secretary regarding names of those who should attend.
This Notice came after another Notice was issued on the 12th March 2021 by Kaboyaone Sedimo- the current General Secretary under the leadership of Monakwe.
Sedimo has since written to Mogwera, who is the chairperson of the Board of Directors, seeking confirmation of whether the board has received Marenga’s correspondence and whether it intends to send Notice of the AGM.
“It has come to our attention that a correspondence has been written to the Board by one Topias Marenga who purports to be General Secretary of BOPEU.
“It is common cause that the General Secretary of BOPEU and or President who instituted the proceedings and were successful at the Court of Appeal are Kaboyaone Sedimo and Olefile Monakwe respectively.
“The Court of Appeal interrogated their resolution and held that it was lawful to institute the proceedings. By
this correspondence the said Topias Marenga is notified to desist from this conduct failing which an appropriate relief will be sought against him in court,” said Sedimo in a letter dated March 22nd 2021.
According to Sedimo should the board send the Notice of the AGM to the persons stated in the list sent by Marenga “it would be clear that your conduct is geared towards frustrating an Order of the Court of Appeal and any court would not view this favourablly”.
He said Justice Isaac Lesetedi was emphatic on the date of argument on who is entitled to attend the AGM. He said disregard of an order of court is a matter of sufficient gravity, whatever the order may be, on this basis the courts have held ad infinitum that disregard of a court order cannot be tolerated.
“We demand that the Board must reject the purported list from the said Topias Marenga and respect the Court of Appeal judgement as it should, failing which we will issue strict instructions to our attorneys to approach the court for it to vindicate its honour against the Board with a contempt of court order accompanied by an imprisonment term for a period of 60 days,” he said.
He explained that the rationale for the institution of contempt of court is found in the fact that it is vital to administration of justice that those persons who are affected by the court orders must obey them.
“Further, should you act in any manner that is reasonably likely to frustrate the Court of Appeal judgement, we hereby put you on notice that we shall approach court and seek relief against Non- Bank Financial Institutions Regulatory Authority ( NBFIRA) to subject yourself to the Fit and Proper Test in light of the adverse findings of gross breach of fiduciary duties by the directors who were parties to the litigation,” explained Sedimo.
Court of Appeal President Justice Ian Kirby ordered that BOPEU is directed to notify the Board of Babereki Investments ( Pty) Ltd within five working days of the names and addresses of all the members of its National Executive Council, of all of its National Office Bearers, and of all of the members of Board of Trustees; within the same period BOPEU is to notify the Board of Babereki Investment of any shareholder resolutions it wishes to be included in the agenda for the 2019 Annual General Meeting of Babereki Investments.
The Board of Directors of Babereki Investments has been ordered to convene an Annual General Meeting of the Company for the financial year to June 2019 to be held no later than Sunday 25th April 2021, at which the business to be transacted shall include, inter alia, the business specified in Section 105 ( 4) of the Companies Act, and any resolutions submitted by BOPEU”.
In his Notice of the 12th March 2021 Sedimo pointed out that in relation to the shareholder proposal as per the court judgement, the Agenda should include the removal of “all directors currently sitting in the Board of Babereki Investments ( Pty) Ltd and for the avoidance of any doubt this shall accordingly constitute notice of same to all members of the board”.
For his Notice dated March 15th 2021, Marenga said the judgement by the Appeals Court should be read in conjunction with “the judgement of the panel of three judges delivered on the 27th November 2020 in terms where all decisions taken at a meeting of the 27th April 2019 were declared unlawful and set aside”.