adminMWANA Africa former chairman Mr Mark Wellesley-Wood — who played a material role in the downfall of the Kebble empire including the removal of Roger Kebble from the DRDGold board — has re-entered the fray declaring he has “unfinished business” at Mwana and is advising minority shareholders holding about 5 percent of the company to push for the removal of four directors.
Mwana announced in a circular on May 12 that Mr Ian Dearing and a number of small shareholders had requested the removal of four independent directors from the board of the mining company and their subsequent replacement with directors of his choice at an extraordinary general meeting slated for next month.
The requisitioners are seeking to remove Zimbabweans Mr Ngoni Kudenga, Mr Herbert Mashanyare, Mr Stuart Morris and Mr Johan Botha from the board and replace them with Scott Morrison, Mark Wellesley-Wood, Oliver Barbeau and Anne-Marie Chidzero.
“I was approached by certain minority shareholders about three months ago asking me to offer my services to the company again,” said Mr Wellsley-Wood in an interview with SA media last week.
“I want to get involved once more because it’s unfinished business regarding corporate governance, oversight and control.
“Certain issues around my removal were irregular.”
Mr Wellesley-Wood served as Mwana chairman between September 2013 and February 2014.
When he was appointed chairman in September 2013, Mwana chief executive Mr Kalaa Mpinga praised him at the time for his “considerable operational and corporate experience which will greatly assist us in delivering the maximum value from these assets.”
Mwana is a diversified junior mining company whose main assets are the Freda Rebecca Gold Mine in Zimbabwe and Bindura Nickel Corporation — which operates the Trojan and Shangani nickel mines — also in Zimbabwe.
But Wellesley-Wood resigned abruptly in February 2014, commenting that “there was a disagreement over strategy and that was it.”
Asked about his plans at the time he replied “I am officially retired and have no professional full-time objectives.”
According to a Mwana spokesperson, “there was a difference of opinion between Mark and the board regarding leadership direction, structure and roles of the company forward.”
Mr Wellesley-Wood denied he was doing this for personal reasons saying “this is not about revenge. This is about focusing on the company’s operations and shareholder value.”
According to a circular, the company has called an extraordinary general meeting to be held on June 9 after this was requisitioned by “a group of minority shareholders owning 5,1 percent of the company’s shares.”
The circular added, “At the EGM, former chairman Mark Wellesley-Wood and his associates will attempt to unseat four of the company’s independent, non-executive directors.
“The board advises shareholders to vote against any of the changes or appointments proposed by the minority shareholders”.
The “concerned shareholder group” (CSG) that has requisitioned the meeting said it was “calling for the appointment of independent non-executive directors to ensure restoration of sound corporate governance and shareholder confidence in the company’s leadership so as to protect and enhance shareholder value over the long-term.”
The CSG added that “the catalyst for this is the High Court petition against the company at the instance of one director, Mr Ning and a significant shareholder in his own right, along with China International Mining Group Corporation, the largest shareholder.”
The CSG queried, “why could not Mr Mpinga meet Mr Ning and settle their differences without going to court?”
The CSG made a number of allegations against the existing board which interim non-executive chairman Mr Stuart Morris advised shareholders to treat “with extreme caution” because he said “there are a number of significant factual errors.” — Herald Business/Wires.
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