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Vingirai booted out of ZB board

The National Social Security Authority (NSSA) flexed its muscle and mobilised shareholders of the ZB Financial Holdings (ZBFH) to boot out banker Nicholas Vingirai and his nominees from the board at an explosive annual general meeting (AGM) on Friday.


NSSA has a 37,79% stake in the financial group while Vingirai’s Transnational Holdings Limited (THL) has 19,79%. THL will eventually have 26% in the group following a deal brokered last year as compensation for the loss of Intermarket Holdings a decade ago.

Vingirai was voted out after garnering 33% alongside Michael Mahachi (33%), Zororo Muranda (33%), Obey Matizanadzo (37%), Richard Mbaiwa (33%) and John Nhavira who got 32% of the votes at the AGM which lasted four hours. Normally an AGM does not go beyond an hour.

Those who were voted into the board were all nominees of NSSA and include Terekuona Bvurere who polled (90%), Olatunde Akerele (62%) and Charity Manyeruke who got 62% of the votes.

The trio joins Fanuel Kapanje and Ronald Mutandagayi who are the group’s finance director and chief executive officer respectively.

The election of the new board came at the insistence of NSSA, which had called for the dissolution of the board and repayment of a dividend that had been made to THL.

NSSA insisted that the payment of a $658 000 dividend to Vingirai’s THL was irregular as it was not on the share register at the cut-off date when payment of dividend was made on June 17 2016. Government transferred 19,79% to THL on February 6 2017.

Before the voting for directors, Vingirai had proposed the postponement of the AGM on the basis that he had been denied the right to see the legal opinions.

NSSA chief investment officer, Herbert Hungwe responded saying the discussion on legal opinions was not part of the agenda.

The meeting successfully progressed after the group’s chairman Obey Matizanadzo weighed in, saying postponing the AGM could be drastic considering that there were pertinent issues to be discussed on the agenda which were premised on discussing the payment of dividend to THL, THL’s claim of 10 876 134 shares and a corrective order issued by central bank on ZBFH. THL’s claim for additional shares was thrown out by shareholders while group CEO Ron Mutandagayi said ZBFH had addressed the concerns raised by the central bank.

As the meeting progressed, another heated debate ensued after Hungwe, who was representing NSSA, wanted his legal counsel to be accorded time to speak during the AGM to explain how the board paid an extra dividend to THL even after paying government. Vingirai objected, arguing that earlier on, it had been agreed that legal opinions were not going to be part of the discussion.

“The decision earlier on was that legal opinions were not going to be part of this discussion so, by giving legal practitioners from NSSA to speak, it’s giving them a live legal opinion. We feel it’s inappropriate for NSSA’s legal counsel to speak,” Vingirai argued.

Thabani Mpofu, a legal counsel from NSSA was then given an audience after another shareholder, Solomon Guramatunhu said legal counsel was supposed to be given audience as long as they were not given the right to vote.

Mpofu said the dividend payment to THL was improper and the decision must be reversed.

Matizanadzo said it was essential to handle the issue with precaution to avoid further litigation which may dent the integrity of the company.

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