The Telecel Board has sent out a press release to the effect that Francis Mawindi has been suspended from the Telecel Board of Directors with immediate effect. Francis Mawindi used to be CEO of the MNO.
The Telecel Zimbabwe Board of Directors wishes to inform all stakeholders that a resolution has been passed for the suspension of Mr Francis Mawindi from holding office of Telecel Zimbabwe Board of Director effective the 6th of June 2019, pending final Resolution by the Shareholders in terms of the Companies Act.
This is following Francis Mawindi’s serious breach of the common law fiduciary duty of confidentiality and to act in the best interests of the company through communicating and misrepresenting confidential company information
By order of the BoardDr J. Makamba
Not so simple
As with all things Telecel lately, the issue is not as simple. Mawindi says he has not leaked any confidential information about the company to anyone. He says:
My response is that the resolution that has been passed is false and therefore null and void due to the fact that I never communicated with the press on any matters concerning the company and never in any way, shape or form misrepresented confidential company information. I believe that the chairman seized an opportunity to cover up the shenanigans happening in the company and I’m sure the truth will soon come out
Mawindi goes on to dispute the legality of the board composition at the moment and challenges that the board is not fully constituted at the moment and thus cannot legally pass a resolution to suspend him:
It’s important to note that I was appointed to the board of directors of Telecel Zimbabwe by the principal and majority shareholder of the company, Telecel International and not by the chairman of the company and as such the purported resolution of the board is null and void. There are supposed to be a minimum of 3 board directors from TI and 2 from EC as per the existing shareholders agreement and since the resignation of Barbara Rwodzi from the Board late last year (who represented TI) there has not been a replacement and so to date the board is still not fully represented
The appointment to the board can only be rescinded by the appointing authority, which in this case is Telecel International, the majority shareholder.
Mawindi mentions Telecel International as the majority shareholder in Telecel Zimbabwe. This sounded strange and we said so when we first ran the story because back in 2016 the government of Zimbabwe acquired 60% stake in Telecel. In fact, Telecel International is owned by the government and so the government does own 60% of Telecel Zimbabwe through Telecel International.
Last year there was a running battle between James Makamba and President Mnangagwa’s son in law, Gerald Mlotshwa over the remaining 40% stake in Telecel. At some point, communique from Telecel said Makamba had agreed to pull out only for Makamba to deny any such development a few hours later.
To be honest, the whole structure of Telecel is now very hazy and we need to probe further to understand the goings on at the company. Whatever it is, it really needs solving immediately because Telecel is continuing to hang in the balance and making losses.