Present:
| Mr Alan Barrett (AB) | CEO | |
| Mr Sunday Folayan (SF) | Chairman | Western Africa |
| Mr Haitham El Nakhal (HE) | Vice Chairman | Northern Africa - (Joined at 15:35 UTC) |
| Mr Christian Bope (CB) | Member | Central Africa |
| Mr Krishna Seeburn (KS) | Member | Indian Ocean |
| Mr Abibu Ntahigiye (AN) | Member | Eastern Africa |
| Mr Lucky Masilela (LM) | Member | Southern Africa |
| Mr Andrew Alston (AA) | Member | Non Geographical |
| Mr Seun Ojedeji (SO) | Member | Non Geographical |
In Attendance:
Mr Ashok Radhakissoon (AR) Legal Counsel
Agenda:
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Welcome and Agenda Review
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Matter of Privilege - Complaint by KS regarding allegations made by CB
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Adjournment
BUSINESS OF THE DAY
1. Welcome and Agenda Review
SF welcomed the Board Members present online and opened the meeting at 15:08 UTC. A roll call was conducted to confirm quorum.
SF invited the Board to discuss the processes to be adopted in this particular case before the substantive agenda, under the guidance of the Legal Counsel.
AA pointed out that KS sent an email message to the Board mailing list on 19 April 2017, containing the allegations. KS had sent another email message on 22 April 2017 asking for a Special Meeting with the purpose of removing a Director.
The Legal Counsel advised that the Bylaws takes precedence over the Companies Act in this case. The Companies Act Section 138 (2) states that
(2) Subject to the constitution of a company, a director of a private company may be removed from office by special resolution passed at a meeting called for the purpose that include the removal of the director.
However, the Section 138 (2) is subject to the Bylaws of the Company. In Articles 14 (iii) of the Bylaws, it is stated that a two-thirds vote of all the Directors, a Director can be removed.
Having said that, the Legal Counsel further explained that if a person is to be removed, appropriate notice should have been given to the person, and the persons needs to hear the allegations and on what grounds he is being removed. The person should have the chance to defend himself, and be given time to defend himself. Then, the Board can deliberate.
After discussion, the Chair finalised the Agenda Item as Matter of Privilege – Allegations against KS by CB. The Board agreed to the proposal and the Agenda was adopted unanimously. Proposed SF and Seconded AA.
The Chair, SF, also confirmed that CB can be in attendance to the present meeting to listen to the allegations and he can provide explanations, either now or at a later stage.
LM proposed that the proper process to follow is for the Board to receive the allegations and then to constitute a Committee to consider and investigate properly. The Board should then consider if there is the need to take actions or not.
AA was against the proposal; he was of the view that the Board has already received the allegations by email.
The Legal Counsel pointed out that the process proposed by LM is the normal process that is applicable to a Disciplinary Committee, it is fair and compliant with the rules of natural justice.
The Board was in consensus to proceed as proposed by LM.
The Chair, SF, reiterated that the steps will be as follows;
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Hear the charges
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Set up a Committee to investigate on the allegations
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Committee to report to the Board
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The Board to decide what further steps to take, if any.
2. Matter of Privilege - Allegations against KS by CB
The Chair, SF asked KS to present to the Board the allegations.
KS said that there have been allegations made against him by CB to an outside party [REDACTED]. The outside party had sent email to KS in which he said that CB had told him that KS is 100% under the orders of AA. KS had forwarded a copy of the email to the Board. KS said that he took it as an allegation that he is the puppet of AA. KS said that such allegations are unfounded, and hearing them from a third party has hurt him. KS also said that he had said the same to the outside party.
The Chair, SF asked KS if there is any specific Board matter that had been disclosed by CB to the outside party, which might constitute a breach of the NDA; or whether it was only allegations about KS being a puppet, which then will be a private matter.
KS replied that Board matters had been disclosed.
The Chair asked if he has proof; to which KS replied that he does.
AA asked whether KS is alleging that there is a violation of the NDA and whether KS is alleging that a Member of the Board has brought the Board into disrepute by such conversation.
KS replied Yes to both questions.
SF summarized that KS has responded affirmatively to the questions as such there is the need to constitute the committee to hear the details and verify the facts.
CB said that he had done nothing wrong, and asked the Chair for permission to discuss the issue with the outside party.
SO was of the opinion that CB contacting the outside party should not be necessary; the Committee should investigate and present a report to the Board.
The Chair stated that KS had contacted the outside party about the allegations, and CB should contact the outside party for his defence, otherwise there will be no justice.
AA queried the Legal Counsel about the standard of proof that is required.
The Legal Counsel explained that this is not a criminal matter, findings should be based on a balance of probabilities.
The Chair concluded that CB is free to talk to the outside party.
The Chair proposed that the Committee should be constituted of three members and the Legal Counsel will serve as a Resource to the Committee.
After discussion, the Board approved the Constitution of the Committee.
Resolution 201705.336
WHEREAS KS has alleged that CB has violated the Board NDA and brought the Board into disrepute;
RESOLVED to create a Board Investigation Committee with the following mandate:
To consider the allegations made by KS against CB;
To determine the merits of the allegations;
To interview anybody that may help the committee to reach a conclusion in the matter; To report to the Board after 14 days;
RESOLVED that the committee members shall be AB, LM, AN. RESOLVED that the Legal Adviser shall be a resource for the committee.
Proposed SF. Seconded HE. Resolution passed unanimously.
3. Adjournment
The Chair moved to adjourn the meeting at 16:36 UTC. Proposed HE. Seconded AN.