Governance storm brews at Meikles Zimbabwe as SA directors take control

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HARARE – A shocking revelation has emerged about the capture of Meikles Limited, a listed hospitality and retail giant in Zimbabwe, showing that the company’s board of directors is now dominated by South Africans, raising concerns about governance, indigenisation, and the future of the iconic conglomerate.

According to documents, Meikles Limited’s board of directors now comprises Fayaz King (Zimbabwe), Benjamin Ward (South Africa, Malcolm Mycroft (South Africa) and Marcel Golding (South Africa).

These appointments have raised concerns about the fairness of this move.

With Meikles Limited owning 51% shares in TM Pick n Pay, the appointment of South African directors, who are likely to prioritise the interests of Pick n Pay’s South African parent company, may compromise the interests of local shareholders.

To make matters worse, TM Pick n Pay is now wholly composed of South African directors.

The situation has raised questions about the commitment to indigenisation and the potential for external influence on Meikles Limited’s operations, ultimately undermining the interests of local stakeholders.

Meikles Limited’s composition of board of directors seems to contradict the Reserved Sectors provisions of Zimbabwe’s indigenisation law.

This international presence on the board may raise concerns about the enforcement of the Reserved Sector provisions, which aim to prioritize local ownership and control in specific sectors.

Government spokesperson Nick Mangwana last month cited the list of reserved sectors as announced by the Ministry of Finance in the Monetary Policy Statement. These included the retail and wholesale, where Meikles Limited is involved through TM Pick n Pay.

“Reserved sectors for locals. In the measures published by the treasury yesterday, one of them said that the government will enforce the Reserved Sector provisions of our Indigenisation Law.

“These are the Reserved Sectors; transportation, passenger buses, taxes and car hire services. Retail and wholesale…….” Mangwana stated.

Furthermore, concerns have been raised about the appointment of Benjamin Ward as the board chair. Ward was previously an employee of Meikles Consolidated Holdings, the major shareholder of Meikles Limited, working as a consultant.

This raises questions about his independence, as stipulated by the Companies and Other Business Entities Act.

The act requires that the chairperson of the board be an independent director, who has not been employed in any executive capacity for the preceding three financial years by the company or the group.

Ward’s appointment appears to contravene this requirement, sparking concerns about governance and the potential for conflicts of interest.

“Independent directors are those non-executive directors who- have not been employed in any executive capacity for the preceding three financial years by the company or the group of which it currently forms a part;

“iv) are not professional advisers of the company or the group, other than in the capacity of directors; (vi) have no material contractual relationship with the company or group, and

“(vii) are free from any business or other relationship which could be seen to interfere materially with the individual’s capacity to act in an independent manner,” the Act stipulates.

But documents show that Benjamin Ward received payments for the sale of Cape Grace Hotel.

The capture of Meikles Limited has also been linked to the dismissal of former CEO Malcolm Mycroft, who was accused of clandestine negotiations to sell Meikles’ stake in the Victoria Falls Hotel.

Mycroft was allegedly earning a whopping US$60,000 per month, plus a US$200,000 non-performance bonus.

After allegations of racism, unfair salary practices and money laundering against Mycroft, the state withdrew his permit. He is currently operating without a valid permit.

In an interview with Nehanda Radio, Meikles Limited company secretary Thabani Mpofu stated that the company’s internal mechanisms to resolve any concerns were still intact.

“We acknowledge the recent commentary surrounding the composition of its Board of Directors. The company remains committed to strong corporate governance practices and to acting in the best interests of all its stakeholders, including local shareholders, in accordance with applicable laws and regulations.

“Board appointments are made based on the skills and experience deemed necessary to guide the company’s strategic direction and ensure its continued growth and success within the Zimbabwean economic landscape.

“The company also maintains robust internal mechanisms for addressing any concerns that may arise, and these are typically the appropriate channels for resolution,” he said.

The turmoil at Meikles Limited began in October 2024, with the dismissal of Mycroft. Moxon alleged that the board meeting to dismiss Mycroft was improperly convened, accusing certain directors of undermining governance protocols.

As the largest shareholder, owning 48% of Meikles through Meikles Consolidated Holdings, Moxon called for an Extraordinary General Meeting (EGM) to remove the dissenting directors, citing governance breaches.

The crisis had a profound impact on Meikles’ market value, which plummeted from US$42.8 million in October 2024 to US$35.41 million by November 26, 2024.

Rumors surrounding the potential sale of Meikles’ stake in the Victoria Falls Hotel sparked intense scrutiny, but a joint statement from Meikles, African Sun Limited, and Emerged Railways Properties unequivocally dismissed these claims.

Following the departure of dissenting directors, Moxon then proposed a new slate of board appointments, including Fayaz King, Benjamin Ward, and Marcel Golding.

Nonetheless, the addition of these South African directors has generated concerns regarding the potential capture of Meikles Limited and undue external influence over its operations.

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