As construction giant Group Five officially issues a notice of a planned extraordinary general meeting (EGM) on July 24, to reconstitute the board, five directors are set to step down.
Effective July 24, independent nonexecutive directors Vincent Rague, Willem Louw and Justin Chinyanta, along with independent nonexecutive director and chairperson Philisiwe Mthethwa and lead independent nonexecutive director Kalaa Mpinga will resign as a result of the proposed reconstitution.
This followed pressure from its largest shareholder Allan Gray after a “disagreement on the future direction” of the company, demanding an EGM be held to reconstitute the board.
Allan Gray requested the replacement of the current nonexecutive directors with the five undisclosed directors it had recommended.
“Considering the breakdown of negotiations on how to reconstitute the board and the tenor of the relationship with the company’s most material shareholder, the board acknowledges that it is in the interest of that company that the nonexecutive directors step down,” Group Five’s board said in a statement on Friday.
However, the board concluded that it had a fiduciary duty to all shareholders to ensure that the replacement of the directors is conducted transparently, procedurally and takes account of the rights and interests of all stakeholders, including the equitable participation of other shareholders.