The Northern Regional Electricity Distributor has rejected the Local Authority Electricity Company’s attempt to remove Johannes Uushini from its board of directors, arguing that the move has no legal basis.
In a letter dated 6 October to Local Authority Electricity Company (LAEC) chairperson Simataa Mubonda, Northern Regional Electricity Distributor (Nored) deputy board chairperson John Mumba says the board had resolved not to recognise Uushini’s disqualification or the alleged automatic termination of his directorship.
The dispute follows a letter issued by LAEC on 15 September and received by Nored the following day, in which LAEC says Uushini had been disqualified and that his tenure as a director of both the LAEC and Nored had automatically ended with immediate effect per the shareholders’ agreement.
In September, LAEC nominated Ongwediva mayor Naemi Amuthenu as its representative on the board.
Mubonda told The Namibian yesterday they still stand by the decision they took.
“We don’t know why Mr Uushini is still on the board.
Who does he represent because he is no longer a councillor,” he said.
Mubonda said LAEC has proposed an extraordinary meeting to deliberate on Uushini’s board membership.
Nored says it had obtained legal advice from ENS Namibia, formerly LorentzAngula Inc, which concluded that LAEC’s decision had no legal effect on Uushini’s position on the Nored board.
“Nored has considered your letter carefully and has taken legal advice.
The Nored board has resolved that Nored does not recognise the purported termination, for the reasons below,” Mumba writes.
He adds that the board shares the legal opinion.
COUNCILLOR STATUS
The dispute centres on Uushini’s appointment to the Nored board by virtue of his position as a local authority councillor.
At the time of his appointment, Uushini was a councillor at Okahao Town Council. However, he lost his seat during last year’s regional and local authority elections.
Mumba argues that losing a local authority council seat does not constitute grounds for disqualification or vacation of office under the law.
He says Uushini’s appointment was confirmed at Nored’s annual general meeting on 31 July, with LAEC signing the resolution.
“All parties knew that Mr Uushini no longer held a seat on the Okahao Town Council.
Neither resolution made Mr Uushini’s appointment conditional on his holding a council seat. His term, therefore, runs until 31 March 2027,” Mumba says.
AT ODDS
Nored also challenged LAEC’s reliance on its shareholders’ agreement, arguing that Nored is not a party to the agreement and is, therefore, not bound by its provisions.
According to Nored, clause 8.4 of the agreement applies to directorships within LAEC and does not automatically terminate a person’s position on the Nored board.
At most, Mumba argues, the clause requires a director to tender a resignation.
“Mr Uushini remains a duly appointed director of Nored until 31 March 2027, unless his office is earlier vacated or he is lawfully removed,” he writes.
Mumba says Nored would not recognise a vacancy or any replacement director nominated by LAEC in respect of Uushini’s seat.
In its legal opinion, ENS Namibia says Nored’s shareholders’ agreement fixes the quorum at four directors with voting rights.
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