JOHANNESBURG (miningweekly.com) – The board of directors of multicommodity mining company Mwana Africa has advised shareholders to vote against proposals by a group of minority shareholders to unseat four independent nonexecutive directors.
The company on Wednesday informed shareholders that the group of minority shareholders, which held a collective 5.1% stake in Mwana, had requisitioned an extraordinary general meeting (EGM), to be held on June 9.
The group included former chairperson Mark Wellesley-Wood and, according to Mwana, claimed that there were corporate governance failures by the existing board.
Mwana’s board disputed the allegation, pointing to the “rapid rate of development under its watch”.
“The intention of the minority [shareholders] is to replace the four independent directors with four of their own choosing. As it is, the existing board has been structured to represent the company’s diversity, particularly reflecting the international spread of assets and in compliance with the indigenisation expectations of Zimbabwe, the country that hosts Mwana’s principal mines,” the company added.
It further said that the four nonexecutive directors that the minority shareholders wanted removed from the board were independent of any interest, and particularly those of the company’s majority shareholder China International Mining Group Corporation (CIMGC).
“At present, the company and CIMGC are seeking an amicable settlement of a dispute; a dispute that has been seized upon by the petitioners as supporting the demand to replace existing independent directors with others believed to be associated with CIMGC.
“With the exception of Wellesley-Wood, the replacement directors being proposed are neither known to the company nor to its nominated adviser Peel Hunt, which must verify the directors’ independence in terms of the regulations of the LSE.
“Repeated requests by Peel Hunt for clarity have been answered with inadequate information, leading to the possibility that the nominated adviser will resign its appointment, meaning that the company’s Aim listing would immediately be suspended,” Mwana stated.