Business News of Friday, 20 July 2012
Source: The Informer
Investigative Desk Report
As the SIC Insurance Company Limited prepares for its Annual General Meeting (AGM), indications are that certain illegalities are being committed. One such illegality is the rather intransigent stance by the Board of Directors of the company, not to comply with the Companies Code, Act 179 of Ghana, before the AGM next week, to be precise Thursday 26th July, 2012.
It is explicitly spelt out in the Companies Code, 1963, Act 179 section 298 (a) that “at the first annual general meeting of the company, all the directors shall retire from office, and at the annual general meeting in every subsequent year one-third of the directors for the time being or, if their number is not three or a multiple of three, then the number nearest one-third, shall retire from office”.
By the above, what it means is that one-third of the nine-member board should have retired at this AGM and offer themselves to shareholders to be re-elected.
Being the standard practice and a complete legal requirement (section 298 (a) ), an item on one-third of the directors retiring/re-election should have been included in the agenda of the upcoming Annual; General Meeting (AGM).
Sadly, the notice for the AGM served to shareholders conspicuously did not capture anything on retiring one-third directors as unequivocally spelt in the Companies Code.
In fact, of the 5 main issues listed on the agenda for the 26th July, 2012, AGM, as published with the signature of the company secretary, P.E.K. Mawuvenu, there is not item for shareholders to discuss the one-third of directors that are expected to retire this year, as required by law; amounting to an abuse of trust that shareholders have in their directors.
The move, therefore, is hatched by the Max Cobbina nine–member board to deny shareholders the opportunity to access their performance, and possibly for reappointment or replacement.
Further investigations conducted by The Informer indicate that the Max Cobbina board has only been interested in increasing their setting allowances.
However, some aggrieved members of the Board who spoke to this paper on strict condition of anonymity, have registered their strongest of displeasure about the continuous presence of Mr. Kingsley Awuah-Darko and Dr. Kofi Amoah.
According the distressed persons, Mr. Kingsley Awuah-Darko, who represents the Social Security and National Insurance Trust (SSNIT), is a competitor to the SIC Insurance Company Limited, following his strongest of ties with the Vanguard Assurance Company, a clear case of conflict of interest.
Also, the claim by Dr. Kofi Amoah that he is the largest individual shareholder with percentage of 0.767, and so, therefore, is entitle to a seat on the board is completely ridiculous, when there are more credible institutional investors whose presence on the board will be of a fortune to SIC, following their immense contribution. It is also alleged that Dr. Kofi Amoah has no appointment letter and so therefore must be discharged from the board.
On this very note, The Informer is humbly calling on the appropriate authorities to move in swiftly to ratify the issue and investigate all other allegations made against some board members before the start of the AGM come 26th July, 2012.
We publish below the notice of the AGM served shareholders for your perusal and judgment.