- . Keeps two members beyond tenure
The Malawi Law Society (MLS) says Press Trust—governed by the Press Trust Reconstruction Act and administered for the benefit of Malawians—is breaking the law by failing to replace two trustees whose terms of office expired.
But Press Trust chief executive officer (CEO) Patrick Mhango, while admitting in an interview last Wednesday that tenures for trustees Peter Mwanza and Ben Chidyaonga, who served two six-year terms each, should have ended last July, disagrees with MLS.
Mhango argued that no law was being contravened because their replacement would only be done at the next annual general meeting (AGM) after the Trust failed to hold one last July, where the two were expected to be replaced.
Mhango also admitted that Mwanza and Chidyaonga have continued transacting Press Trust business despite that their mandate should have ended at the July AGM.
He argued that there have been precedents where some former trustees served beyond their tenures, with one going up to one year from the time his mandate ended.
But MLS has regretted actions by Press Trust, arguing that what is happening—precedents or not—is against the law.
MLS president John Suzi-Banda said in a response to a questionnaire that the law is “very clear” on the length of the trustees’ term of office, which is six years, subject to reappointment for another final six years.
Suzi-Banda said: “At the expiry of six years, a trustee’s term, by operation of the law, comes to an end [subject to reappointment]. There is no need for an AGM.
“The trustees who are acting beyond their term limit are obviously acting unlawfully and illegally, which is unfortunate for an organisation of such repute as the Press Trust.
“The Trust’s argument is hollow, insincere and without merit. If there is a precedent for such acts of illegality, it is obviously a wrong precedent and it should not be followed. When dictates of the law are clear, our expectation as MLS and the expectation of the people of Malawi is that those in authority shall adhere to the law with utmost good faith. We do not see any good faith in this.”
He said the importance of the Trust holding its AGM cannot be overemphasised—both in terms of good corporate governance and, most importantly, in adhering to the clear provisions of the law.
The MLS president said the Press Trust constitution, or more aptly the Trust’s Deed of Variation, obliges the Trust to hold its AGM within six months from March 31 of each year.
Suzi-Banda warned: “If they fail to hold their AGM by the end of this month [September], they shall be in clear breach of the law. If the trustees blatantly disregard the same law that created the Trust itself, one would wonder whether they deserve any positions within the Trust.
“As long as the Trust fails to hold its AGM, the two trustees whose terms expired shall continue to illegally act as trustees? This is unfortunate and scandalous. It should not be allowed to continue. As Malawi Law Society, we are gravely concerned about this and, should the situation continue like this, we shall be looking at various options to ensure that the law is adhered to.”
Added Suzi-Banda: “Non-compliance with its provisions, therefore, should be seen in that light. In short, the two trustees are acting as trustees in contravention of the law.” Suzi-Banda said.
Mhango said the July AGM failed because Press Agriculture was yet to submit its audited accounts. He, however, said the AGM might be held sometime this month.
Mhango said the Press Trust constitution requires that the Board of Trustees be constituted by seven members.
He explained that the Deed expressly proscribes the conduct of any Trust business, apart from business of filling vacancies on the board, by any of the remaining trustees should the number of the members of the board fall below seven.
“If it be correct that there is a vacancy on the board, therefore, one would think that it is to the Deed that we must look for guidance. Also note that the Deed has the status of subsidiary legislation under the Press Trust Reconstruction Act.
But the Press Trust CEO argued that allowing the two trustees to go would have created a vacuum, which the law prohibits.
Mwanza declined to comment on the matter when contacted last Friday, arguing that the secretariat of the Trust was better placed to give interpretations.
Chidyaonga could not be reached for comment.