adminscheduled for tomorrow.
Top on the agenda of the AGM is the removal of nine directors from the board, one of them, the chairman, Mr Tendai Savanhu.
After yesterday’s board meeting, it was decided Mr Savanhu “institute legal proceedings on behalf of Hwange Colliery Company in respect of a defective notice calling for adjourned annual general meeting of August 3, 2011”.
The company had issued a notice insisting the meeting would proceed.
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Citing articles 65 of Hwange’s Articles of Association, Mr Savanhu said it was the prerogative of directors to convene shareholders’ meetings.
Mr Savanhu said according to the articles of association, only the board was required to convene all shareholder meetings.
He said no authority was given to the company secretary, Mr Tembelani Ncube, to issue a notice of tomorrow’s shareholders meeting.
“The articles of association of HCCL require the board, in the first instance, to convene all meetings of shareholders,” said Mr Savanhu.
“No such authority was given to the company secretary in respect of the issuance of the notice of July 4, 2011. Apart from being fraught with errors, the notice itself is unlawful and irregular.”
Mr Savanhu said since the notice purported to reconvene an adjourned annual general meeting, it should have been convened seven days after the date of the adjournment, in accordance with the
Companies Act.
At the June 30 meeting, Government representative Mr Valentine Vera and British business tycoon Mr Nick van Hoogstraten agreed that the meeting had to be adjourned.
Government owns nearly 38 percent of Hwange and Mr van Hoogstraten just over 30 percent.
“It would have been grossly irresponsible for my board to allow the unlawful meeting to proceed,” said Mr Savanhu, “with the result that, importantly and critically, a new board of directors would have been elected through unlawful means.”
He said considering that Hwange was listed on the Zimbabwe, Johannesburg and London stock exchanges, it was unacceptable for the company to carry out business in contravention of the law.
Online Reporter