Corpcapital board 'not guilty' on all counts.

Posted On Tuesday, 18 February 2003 10:01 Published by
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Not guilty on all counts. That was the verdict of Nigel Payne's investigation into allegations of corporate greed.

Not guilty on all counts. That was the verdict of Nigel Payne's investigation into allegations of corporate greed and bad governance levelled at the Corpcapital board by former non-executive director Nic Frangos in his resignation letter.

'Whitewash' was Frangos's response.

'As a board we are relieved to see Payne's report,' Eric Ellerine, the non-executive chairman of Corpcapital, said yesterday.

Tom Wixley, a non-executive director at Corpcapital, said the board was glad the episode was over and the directors were keen to get back to business.

'Clearly the perceptions of Corpcapital are not what we would like them to be. We will take steps to regain the public confidence,' said Wixley.

The inquiry was initiated after Frangos made his resignation letter of last year public following Corpcapital's annual general meeting.

Frangos, in his resignation, spelt out allegations against the Corpcapital board, which, he said, left him in a position where he was unable to fulfil his fiduciary duties as a director. The investigation was called for by Corpcapital's biggest shareholder, Old Mutual Asset Managers.

Neil Lazarus, an executive director, said Corpcapital had yet to make a decision on whether to pursue litigation against Frangos based on Payne's investigation.

He said the company would consult its legal advisers.

On a point-by-point basis, Payne dismissed all the allegations levelled by Frangos at the board of Corpcapital. He made 28 findings and six recommendations to the Corpcapital board.

Key among his findings was that the board was under control of the non-executive directors and there was no breakdown in corporate governance.

He could find no instances of criminal wrongdoing or regulatory breaches.

'It is misleading (on the part of Frangos) not to state the extent to which he participated in the proper governance processes,' Payne said.

His prime recommendation was that the composition of executives and non-executives on the board needed urgent attention.

Corpcapital yesterday committed itself to fixing the issue.

Payne's only censure was that the board should have disclosed Frangos's resignation letter at the annual general meeting last year.

On the issue of the R37 million in restraint of trade payments, Payne said: 'The executives did not receive undue or improper restraint of trade payments.'

He dismissed allegations that the executive directors had received shares or had had them repriced in Corpcapital in an irregular manner.

'I have satisfied myself that the corporate governance processes surrounding the remuneration of executive directors was adequate.'

Payne said no evidence could be found of a secret delisting plan.

On the Cytech valuations, he believed they were done according to the proper process and were audited 'to their satisfaction by the external auditors, Fisher Hoffman'.

The dispute between Frangos and other members of the board had deteriorated to such an extent that the board had asked Frangos to resign, Payne said.


Publisher: Business Report
Source: Max Gebhardt

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