PPC, investors resolve feud

PPC Ltd. and its investors agreed to replace some of the South African cement maker’s board members without holding a meeting to vote on whether to have a total clear-out as had been planned.The new board will consist of 12 non-executive directors and won’t include any current or former permanent executive directors who have served within the last decade, Johannesburg-based PPC said in a statement yesterday.

The meeting had been set for December 8.

“It’s an appropriate settlement to the situation that we were confronted with,” PPC Chairman Bheki Sibiya said in a phone interview today. “I’m happy that it’s a process that I initiated in the best interests of the company and the board.”

Ketso Gordhan resigned as chief executive officer on September 22 after he fell out with existing directors when they blocked his attempt to fire Chief Financial Officer Tryphosa Ramano, who Sibiya said retains the support of the company.

Foord Asset Management Pty Ltd., Visio Capital Management Pty Ltd. and Nedbank Group Ltd.’s private wealth unit wanted the December 8 vote, saying the company needed a new board to keep expansion plans on track, and had nominated Gordhan as a new board member.

Foord, Visio and Nedbank agreed with Sibiya that the new process “is much more likely to achieve the best outcome for the company and all of its shareholders,” PPC said.

Five directors – Mangalani Peter Malungani, Sydney Knox Mhlarhi, Tim Dacre Aird Ross, Todd Moyo, and Bridgette Modise – will remain on the board, PPC said. While Executive Chairman Sibiya will lead the board during the transition phase, he intends to step down once “stability has been established,” with Zibu Kganyago acting as his alternative following the January 26 annual general meeting, according to the statement.

Gordhan said he’s vindicated by the decision to replace some of the board.

“In agreeing to change the board at the AGM in January and specifying the criteria and process for appointing six new members to the board of PPC, all parties have agreed that the company needs a stronger, more capable board,” he said in an e-mailed response to questions.

Gordhan will decide his future plans next year, he said. “I expect that the new board and CEO will find my reasons to exit the CFO very compelling and act on it in the future,” he said. PPC has a shortlist of four candidates to succeed Gordan, Sibiya said yesterday.

The remaining six members of the reconstituted board will be elected at the January AGM, with Foord, Visio and Nedbank nominating Claudia Estelle Manning, Gesina Trix Coetzer, ex-AngloGold Ashanti Ltd. CEO Bobby Godsell, Peter Nelson, Itumeleng Dlamini and Keshan Pillay.

PPC rose for the first time in five days, climbing 0.3 percent to 25.15 rand by 11:01 a.m. in Johannesburg.

The shares have declined 26 percent since reaching this year’s high on September 9. –Bloomberg.