19 May 2017

Zimbabwe: NSSA Puts Pressure On ZBFH

ZB Financial Holdings (ZBFH) majority shareholder the National Social Security Authority (Nssa) says it will not yield to pressure from an investment vehicle linked to veteran banker Nick Vingirai, the second largest shareholder, to appoint its proxies to the group's board.

Last Friday, Nssa flexed its muscle during the ZBFH annual general meeting when it blocked all resolutions backed by Vingirai's Transnational Holdings Limited (THL). Nssa also opposed a demand by Transnational to be issued with further 6% shareholding in the company on the basis of its agreement with the government and the EGM resolution of 2007 which EGM THL is currently challenging in court.

Shareholders also voted against the payment of a dividend declared on May 26 2015 to THL before the group recovered its shareholding from government.

Initially Vingirai had argued that he was entitled to the payment of the US$$658 699 dividend that was paid to THL.

This followed months of boardroom fights over control of one of the oldest financial services groups.

Nssa chairman Robin Vela told the Zimbabwe Independent this week that the social security authority would stick to its guns despite criticism from analysts over the absence of non-executive directors representing THL interests on the ZBFH board.

"ZBFH is a banking institution which should have an independent board and management team. The notion that shareholders must have nominees is customary but not obligatory," Vela said in an interview.

"For Nssa what is key is that the board must be independent, competent, experienced and able to direct management.

"Nssa has no regrets about the action it has taken. Many so-called analysts comment on the disruptive nature of the same but for Nssa we chose to rather navigate a certain train-smash-about-to-happen than lick our wounds with another failed owner-managed banking institution on our hands."

Contacted for comment on whether or not THL would challenge the outcome of the AGM in the courts, Vingirai said his group would engage government over the matter.

"THL will not be challenging the AGM outcome in court. The agreement was brokered and signed by Government. It is only logical to engage Government on the way forward. While some shareholders seemed contemptuous of the Government's efforts in brokering the settlement, Transnational remains grateful and full of respect for what Government did in brokering the settlement," Vingirai said.


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