Staff Writer
Trustco Group Holdings has rejected an attempt by the Riskowitz Value Fund (RVF) to replace the company’s board, after a regulatory review process failed to proceed.
The matter began on 20 November when RVF issued a notice under Section 189 of Namibia’s Companies Act. The notice sought the removal of the current board and proposed five new directors: Grant Pattison, Dee Sauls-Deckenbrock, Jerome Davis, Sepo Haihambo and Robert Hutchinson-Keip.
The move prompted Trustco to seek an independent legal opinion on whether the notice met statutory requirements for a publicly listed company. As a dual-listed entity on the JSE and NSX, Trustco must conduct strict regulatory checks on anyone nominated to its board. These checks include assessing fitness and propriety, reviewing independence and potential conflicts of interest, and confirming that nominees meet the standards required of directors of a listed company.
Trustco said the nominated individuals declined to participate in these mandatory assessments. As a result, the nominations could not move beyond the initial stage.
The legal opinion commissioned by the board found several defects in RVF’s notice. These included the failure to tender costs, the ineligibility of the nominees for tabling, procedural non-compliance and issues linked to competition-law illegality. The opinion concluded that these issues, whether individually or together, rendered the notice invalid.
Trustco’s board accepted the findings and terminated the nomination process on grounds of invalidity. The company said it acted within its governance framework.
Trustco added that its governance rules apply equally to all shareholders and prospective directors, in line with international best practice. The company said it remains open to engaging with investors, provided such engagement complies with regulatory and governance requirements.
Caption
Trustco says it will not replace its board as demanded by Riskowitz Value Fund.
- Photo: Contributed
