NBSZ EGM adjourned as members questioned the credibility of the board

By Farai Chirimumimba

Members of the National Blood Service Zimbabwe (NBSZ) forced the adjournment of an Extra-Ordinary General Meeting (EGM) called for last Friday saying that they needed time to consult and come up with an informed decision after the board failed to provide answers to several questions raised from the floor.

The agenda for the EGM was to deal with the following matters: “As an ordinary resolution to
resolve that, the composition of the board members of the service be reduced from 17 to not more than nine non- executive directors including a representative from the ministry of health and child care and Chief Executive Officer and Ex-officio director of the board, “That the term of the office for a board member be limited to four years renewable once into consideration time already served on the board.”

As a special resolution to resolve: “That Articles of Association circulated to members and are hereby approved for registration with the Register of Companies, and that the directors of the service, be and are hereby empowered to do all that is necessary to effect registration of the articles of association.”

“That the service’s subsisting Articles of Association dated 12 August 1990 and those approved by special resolution by members at the Annual General Meeting dated 29 November 2013, be and hereby substituted in their entirity the new Articles of Association…”

As a special resolution: “That the board be and is hereby empowered to engage and consult the
Ministry of Health and Child Care on the prospect of the service coming under the control and supervision of the Ministry of Health and Child Care, given the national importance of the service.”

NBSZ is a organisation registered under the Companies Act as a company limited by guarantee mandated to collect, process and distribute blood and blood products to hospitals in Zimbabwe.
At an explosive EGM held in the capital last Friday, members argued that there were more important corporate governance issues that needed clarity for instance the damning scandals contained in the 2013 Enerst and Young forensic audit which the board swept under the carpet.

To this day it is unclear whether the board took corrective measures in line with the report. There was also an issue that Mr Rogers Matsikidze and other blood donors requested an EGM to deal with these corporate inconsistences and the remodelling the service for it to attract more funding.

The board led by retired Justice Smith ignored their petition in favour of their own resolutions. The other issue of concern was that the 2013 adopted articles of association were never registered with the Registrar of Companies which again brings the issue of corporate governance.

The question was how can the board come up with new articles of association for adoption when they never bothered to registered the 2013 articles of association. This the members said was a careless move on the part of the board and not proper. The other borne of contention at the EGM was the proxies.
Members were in agreement that proxies are provided for under the Companies Act, but the problem was that there 52 proxies and the board failed to state whether there was any that opposed the resolution bringing into question the selection of proxies in the affirmative whilst rejecting those that opposed the resolutions.

In addition, the auditors refused or failed to explain how they verified the proxies. There was a verbal report that Masvingo members had rejected the EGM citing that they did not understand its purpose.

All these issues questions the credibility of the 17 member board composed of only one female who is the CEO. It was interesting that for the first time in several years a representative of the Ministry of Health and Child Care was present. Two members of parliament representing the parliamentary committee on Health were also in attendance.

Going forward, l do not see the board calling for an EGM to dissolve them or investigate their conduct for instance why they never registered the 2013 articles of association with the Registrar of Companies which is a serious negligence on their part or why NBSZ was “mistakenly” registered as a private company with the Registrar of Companies.

The only feasible way for the board to resign is for the Ministry of Health and Child Care to step in like they did on the PSMAS issue and institute another forensic audit whilst also acting on
the Enerst and Young forensic audit report.