JOHANNESBURG (miningweekly.com) – JSE-listed gold junior Simmer & Jack (Simmers) moved quickly on Monday to clarify the resignation of five directors on Saturday.

Simmers, headed by CEO Gordon Miller, said the resignation of the five was unrelated to a black economic empowerment (BEE) dispute, and that the departure of four of the five directors was related to breaches of directors' fiduciary duties.

The company said that the board resolved that Kevin Wakeford, Baba Njenje, Siviwe Mapisa and Ayanda Sisulu-Dunstan had unresolved conflicts of interests which had resulted in breaches of their fiduciary duties, while Stuart Murray, who had also resigned, was in no way involved in any conflict of interest.

Simmers said that its board had convened at the request of Wakeford with the aim of replacing the incumbent chairperson Nigel Brunette before the Simmers annual general meeting (AGM) on Monday.

Wakeford's request was given priority on the agenda and issues of conflicts of interests and corporate governance were added to the agenda.

In the course of the board meeting, Wakeford withdrew his proposal to elect a chairperson and agreed to the normal procedure whereby directors appoint the chair after the AGM.

The Simmers board then addressed the dispute between the black economic empowerment company, Vulisango, and the company and the conflicts of interest between the Vulisango directors and the company arising out of that dispute.

Simmers alleged that Wakeford had leaked information available only to the governance committee, which resulted in its being disseminated to selected shareholders.

The company said that unilateral engagements had taken place with the Department of Mineral Resources.

Simmers said that there had been allegations in court papers pertaining to Vulisango's dispute with JCI that Simmers was party to securities fraud arising from the Simmers rights issue in 2005.

Given the unresolved conflict of interests, Simmers had resolved to begin a Section 220 Companies Act process to call an extraordinary meeting of shareholders to remove the directors from office.

The board also resolved to investigate legal remedies to recover damages from Vulisango, its directors in their personal capacities and Wakeford in his personal capacity.
Simmers said that the directors tendered their resignations of their own free will some hours after the meeting had closed.

Murray, an independent director who chaired the governance and nominations committee, had resigned prior to the meeting.

Simmers' share price dropped sharply on Monday, falling by more than 10% to a low of 175c a share. By 11:40, shares were trading at 185c a share.

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