The four independent directors of Meikles have quit over disagreements with chairman John Moxon over the direction of the company and plans to sell a key asset.
Meikles announced in October that it had fired CEO Malcom Mycroft, replacing him with John Moxon’s son, Matthew. The board also questioned a plan, led by Moxon and Mycroft, to sell the company’s 50% stake in the Victoria Falls Hotel business, saying this was being done without the approval of the board, and without the involvement of African Sun, which co-runs the hotel with Meikles.
But John Moxon, claiming a conspiracy by the board against him, called a meeting to remove all four independent directors on the board; Rugare Chidembo, Stewart Cranswick, Simon Hammond and James Mushore. Ahead of the meeting on Wednesday, the four quit. As the special meeting started, the board members told shareholders that Moxon had refused to listen to other offers for the Vic Falls Hotel stake, and that he continues to violate corporate governance rules.
In their address, the directors said they are aware that they can be removed from their positions, but that they had stayed to protect shareholder interests. They want six new independent board members appointed.
“This is so because we feel that we have an obligation to ensure proper corporate governance over major decisions such as asset disposals and also to ensure that no outside control and influence is exerted on the chairman, which could result in decisions which are not in the interests of the company and are prejudicial to shareholders as a whole,” the directors said.
Moxon and Mycroft want to sell the Victoria Falls Hotel stake to Albwardly, the same investor that bought Meikles hotel in 2019 for US$20 million. The directors say Moxon has ignored higher offers for the stake, which they put down to possible external pressure. “In this particular case, the independent directors are concerned at the chairman’s reluctance to seek and consider other higher offers for the disposal of the Victoria Falls Hotel. The board has appointed six new independent directors to secure the ongoing interests of all the shareholders.”
The board members were sideyeing Moxon’s motives on the Vic Falls Hotel sale. His company, the 48% majority shareholder Meikles Consolidated, owes Meikles US$11.7million. The money is due for repayment in June next year.
After appealing to the Zimbabwe Stock Exchange and the courts, the directors are resigning from the board.
“In view of our responsibilities as independent directors to protect the interests of minority shareholders, we have sought relief from the courts and the Zimbabwe Stock Exchange, but none has been received to date. In view of the above, we hereby resign as independent non-executive directors with immediate effect.”
Moxon wants to appoint three new board members; Fayaz King, Benjamin Ward, and Marcel Golding. Ironically, in 2016, Ward was accused of being part of a plot to oust Moxon from Meikles. When Ward, a former Lonrho executive, was a candidate for the Meikles board back then, an assessment by Meikles found “embellishments and downright misrepresentations” on his CV.
Source: News Day