BBS shareholder sues board over AGM
ABotswana Building Society (BBS) Limited shareholder, Pusetso Morapedi sued the company’s board over the pending Annual General Meeting (AGM) following a public legal spat between board members.
Morapedi who is also the director of Botswana Centre for Public Integrity, a non-governmental organisation focused on governance made an urgent application before court asking to enforce her rights as a shareholder and to prevent the current board of directors from extending their tenure. According to her application that was heard on Wednesday before Lobatse High Court Judge, Mercy Garekwe she wanted a guarantee from the board that they would not prevent election of directors at the AGM scheduled for April 30, 2021 or extend the tenure for those whose mandate is expiring. “The purpose of the application is to enforce my rights as a shareholder to participate in the appointment of the board of directors, whom I have lost faith in from extending their own tenure,” she said.
Morapedi explained that there was a lot of uncertainty and turbulence at the company, which has caused great anxiety for shareholders and that it had brought great concern as to whether it is managed properly.
She said it was critical now more than ever for the shareholders to be allowed to exercise their constitutional and statutory right to elect directors of their choice at the AGM.
“A deferment of the election of directors will deprive me the opportunity to vote on pertinent issues in connection with business of the company and furthermore definitively resolve the current impasse so that the business of the company resumes with no interruptions,” she said.
Morapedi further pointed that she did not trust the current crop of board members to continue to properly run the affairs of the company because the manner in which they have handled the entire situation showed a blatant disregard for her rights and interests as a shareholder which the board was appointed to uphold, advance and protect. She explained that the resolution taken by the board dated April 1, 2020 was a demonstration of the board’s failure to prioritise her interests as a shareholder and that the public battle did not give confidence that the board was acting in her interest. “Even if the AGM scheduled meeting goes ahead, the resolution still stands with the consequence that shareholders will have no say in respect of whether the current crop of board members is to continue managing the affairs of the company,” she said.
She stated that the unilateral and unlawful extension by directors of their own tenure would do nothing to restore much needed, public and shareholder confidence in the company and that only the democratic exercise by shareholders of their right to elect directors of their will restore some confidence in the governance of the company.
Moreover, she expressed concern that the company’s efforts to obtain commercial banking license, which was in significant progress, would be affected and that there would be continued loss in value of shares brought by loss of confidence as a result of the uncertainty that had been created by the public battle between board members.
Meanwhile the directors had not much to say as they acceded to her demands and the only issue they argued against was the costs of the suit.
Judgment is set for April 30, 2021 the day scheduled for the AGM.