MEIKLES Limited, board chairperson and major shareholder John Moxon has accused his board of directors of engineering the appointment of his son Matthew as the new chief executive, saying they did not follow due governance processes, Newsday Business reports.
Matthew Moxon was appointed acting CEO on October 4, taking over from TM PicknPay Supermarkets managing director Malcolm Mycroft who was relegated solely to the retail group.
In a notice calling for an Extraordinary General Meeting (EGM), John Moxon said the objective of the EGM was now was remove the current non-executive directors from the board; Rugare Chidembo, James Mushore, Stewart Cranswick, and Simmon Hammond, and appoint their replacements.
He proposed that they be replaced by Fayaz King Benjamin Ward and Marcel Golding.
Moxon said his understanding of the events at such a meeting was that due process and procedure relating to corporate governance and etiquette were not adhered to in the removal of the former chief executive.
He said efforts to amicably resolve the apparent impasse in the board had failed and that the proposed EGM was meant to protect the company.
“During the last days of September 2024, a board meeting of Meikles Limited was called with a specific agenda that related to a disposal transaction of an asset. The meeting was scheduled for 01 October 2024. On 01 October 2024, the Meikles Limited chairman was in intensive care in a hospital following a major operation.
“His understanding of the events at such meeting is that due process and procedure relating to corporate governance and etiquette were not adhered to in the removal of the then CEO in that the removal of the then CEO was not part of the circulated agenda of the business tabled for the day.
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“The chair was never notified of the intended removal at the said meeting, nor was the affected party, the requirement for a quorum at such meeting having been placed in question. To compound the issue, a communication was circulated by a director in the company on the 4th of October 2024 stating that the chairman’s communication devices were compromised.”
He added that there was never a notification published as per the dictates of good corporate governance on the voluntary resignation of Catherine Chitiyo, a Non-Executive Director towards the end of October this year.
During the intervening period between the 22nd of October 2024 to date, he said the board of Meikles Limited was engaged with the proposal of calling an EGM - as the same was overdue - and as per the dictate of statutes, Memorandum and Articles of Association and good corporate governance, but nothing materialised.
He added that the failure (for whatever reason) of the incumbent board to call an EGM upon requisition and/or an AGM, was a resultant denial of the members/shareholders to exercise their rights their right to vote as provided by statute and in terms of the Memorandum and Articles of Association.
“It is paramount therefore to protect the interests of the minority shareholders and indeed all shareholders by and large, by holding accountable the functionaries that they have been entrusted with the running of the company, further buttressing the ethos and the traditions in Meikles Limited of encouraging discourse where controversy may exist and ensuring unity of purpose toward the corporate benefit of all Meikles stakeholders. Systemic non-compliance with corporate governance cannot be tolerated, and we are mandated to take immediate remedial action.
