Meatco board unlawful
28 November 2018 | Justice
The High Court this week ruled that the appointment made on 16 February last year was in conflict with the Meatco Act, the Public Enterprises Governance Act and the Namibian constitution.
The court application was brought by five farmers - Amon Ngavetene, Elia Fasa Kandjii, Peter Kazongominja, Gottfriedt Tsuseb and Tjakazapi Janson Mbunguha.
The board members were Martha Namundjebo-Tilahun (chairperson), Ronald Kubas, Sophia Kasheeta, Ismael Ngangane, Fanie Oosthuizen and Mushokobanji Mwilima. Oostuizen is not on the board anymore.
The respondents in the matter were Meatco, the Meatco board members, Mutorwa and public enterprises minister Leon Jooste.
Judge Hosea Angula ordered the respondents to pay the applicants' costs.
The five livestock farmers argued that Mutorwa had no power in terms of the Meatco Act or the Public Enterprises Governance Act to appoint a new board on 16 February last year, while in law there was an existing board.
According to the court papers, Mutorwa in his capacity as agriculture minister contravened the provisions of the Meatco Act, Public Enterprises Governance Act and Article 18 of the Namibian constitution when he appointed the Meatco board in February 2017.
According to the farmers, Mutorwa on 4 October 2013 appointed members to the Meatco board for a three-year term.
Then, on 27 September 2016, Mutorwa extended their term by three months to 4 January 2017. He did that after a reminder had been sent to him to call a meeting where Meatco members could nominate board members. No such meeting was called.
On 21 December 2016 Mutorwa appointed the six board members as a “temporary” board for a period of six months with effect from 4 January 2017.
On 15 February 2017 Meatco and the livestock producers brought an urgent High Court application seeking an order to set aside the minister's decision and declare the board illegal.
Mutorwa settled the matter and agreed that his appointment of the temporary board be set aside.
Although the matter was settled on 17 February last year, Mutorwa had already appointed the same board permanently on 16 February.
The farmers argued that the court order regarding the matter was only issued on 15 March last year.
“It accordingly follows that Mutorwa had no power in terms of the Meatco Act, read together with the Public Enterprises Act, to take the decision to appoint a new board on 16 February 2017, while there was an existing board which still held office until 15 March 2017.”
The farmers also argued that Mutorwa had ignored their statutory role as members of Meatco when it came to the nomination of board members, while the Meatco board ignored the farmers' request that the board should resign as it was illegally appointed.
They said the Meatco Act expressly stipulates that all livestock producers registered with Meatco are automatically members and therefore also have a say in the composition of its board. They are legally authorised to nominate possible members of the board and to protect their interests in the company.
According to them Mutorwa was required to select board members from these nominees.
He disregarded that provision by first arbitrarily extending the term of the previous board and then appointing a new board without consultation with the livestock producers.
“Further, if the minister was entitled to appoint a new board on 16 February 2017 (which is denied), in so doing the minister was required to comply with the provisions of the Meatco Act in seeking nominations from interest groups,” the applicants argued.
According to the farmers no nominations were sought and they only heard about the appointment of the board in early March.
They said their dissatisfaction stemmed from the fact that a meeting had been called in August 2016 where Meatco members would have nominated people to represent them on the board.
The meeting was cancelled at short notice by the minister.
The former CEO of Meatco, Vekuii Rukoro, went ahead with a special members' meeting at which new board members were nominated.
Mutorwa rejected these nominations on the grounds that the term of office of the board had not yet lapsed.