On January 1st, 2024, a little over a year ago, the immediate past NPP Government’s appointment of a journalist and lawyer as MD of SIC, the once leading Ghanaian insurance firm, took effect.
SIC was then a listed company alright. The then President knew that.
Yet lawyer and President Akufo-Addo further cemented his own precedent of changing the MD by appointment with the presidential green letters and directed the company as the representative of the majority shareholder with majority control of the Directors of the Board of the Company to effect his directives.
Ms. Hollistar Duah-Yentumi, the appointee and beneficiary of the President’s decision in his green letter, was super happy. She rode into SIC and subsequently took over its management.
Four months after her appointment, the same President Akufo-Addo, through his Secretary, Nana Bediatuo Asante, informed SIC that Hollistar was only to act as an Interim MD, not the substantive officer.
Less than a year on, President John Mahama, as the new representative of the lead or majority shareholder, with same rights as his predecessor NPP leader, directed that another journalist and lawyer, Mr. James Agyenim-Boateng, be handed over the reins of management of SIC as Acting MD pending the same process, Ms. Hollistar went through.
Suddenly, there were too many issues, late decisions, and appointments by the Interim MD amid documentary proofs of the executions of those were flying over. The new MD needed to take over to stem the tide before it gets too late.
Suddenly, matter come! Hollistar wouldn’t have it. Her lawyerly senses flared up. She strikingly remembered a case she seemingly forgot when she was appointed and, with gladness went to take over the company.
SIC is a listed company and the right procedure for changing its MD must be followed, her allies argued.
They apparently forgot that her appointment letters were available. And from it, the most apt question is, shouldn’t the Company, through its AGM have been properly allowed to do the needful or go through the processes and appoint her then in 2024 as a publicly listed company as they say without the green letter?
Particularly when it was an Akufo-Addo NPP to same NPP administration that was appointing her after seven years in office and within an eight year second term?
The general principle is that if it took the President to appoint, it takes the President to disappoint, subject to engagement terms of course.
Once the precedent was set and she happily benefited from same, she can’t be seen, in my view, to argue for the determination of how that precedent must selectively apply to her.
Fact is the procedure as established and continued with her appointment was followed.
The same nomination of her via an appointment letter from the President was technically made by the “nominator” and (majority) shareholder in the case of her replacement.
In short, President appoints, President disappoints.
She herself, what did she think of her appointment when she received the green letter to go and head that corporate body in January 2024 long before the Company’s AGM?
If she benefited through the same process, what really then was her problem?
Why did she reportedly refuse to hand over, lock the offices of the MD and bolted with the office keys?
The most ridiculous assertions was the claim by her associates that her exit package had not been worked out and paid her.
I say ridiculous because the exit package she was entitled to could not have been properly negotiated during her handing over. She could easily have negotiated that during the handing over and pressed on her successor to pay the necessary package without delay as a sign of utmost good faith.
Unless her thoughts were that going to court will guarantee her some juicier package given her short rein as the acting head of the now-floundering SIC, which has had a significant part of its insurance portfolio taken over by Ofori-Atta’s Enterprise insurance company ltd. over the past few years.
Procedurally, she could indeed have argued that the removal from office wasn’t in compliance with the Supreme Court ruling in the case of legal practitioner, Mr Theophilus Donkor, through his lawyer, Edudzi Kudzo Tameklo, in January 2017.
In that judgement, the Supreme Court unanimously held that heads of certain public corporate bodies and listed entities were deserving of protecting of their jobs and tenure.
It also ruled that “members of the boards and chief executives of such companies shall only be removed in accordance with the articles of incorporation of the company and the Companies Act, 1963 (Act 179).“
But it seems Hollistar was tactical in her subsequent legal action seen on social media, yesterday, given that her own appointment wasn’t in strict compliance with the Companies Act but by a green letter from President Akufo-Addo two years after the Supreme Court judgement by a panel led by the then Chief Justice, Sophia Akuffo.
Why do l say so? She pinned her legal action against SIC, the company. Not against the majority shareholder or her appointing/disappointing authority – the President.
For me, she was clearly pitching her claim to a nice settlement after about a year as SIC MD.
Th challenge, however, was that by so doing, she would still appear to be battling the appointing authority’s decision to replace her.
This is because the new MD and the Company’s actions are only in conflict with her because SIC is following the precedent that she came to meet and which gained from with her appointment. It’s the majority shareholder, with majority representation on the Board which appointed her that has disappointed her. Not the new MD.
Given the fact that a lack of quorum wouldn’t exist for the dissolved Board form a legitimate emergency meeting to railroad her settlement through, the best thing would be to engage her chosen successor.
Oh, the Board itself per the Supreme Court ruling may exist despite the presidential directives that it can’t, some may argue. Maybe this might be so despite the Court’s clear ruling that “we hold that members of the governing bodies of statutory boards, corporations, authorities (howsoever described) are not members of the public services, and not public officers by virtue of their membership of the governing body of a statutory board or corporation. They are therefore not governed by Article 191(b) of the Constitution.”
But given that the majority shareholder had pulled its nominees off and the Board can’t legally form a quorum with the presence of the minority sector stakeholder representation, some of whom have also even been affected by the presidential directive on boards, it was practically over for majority of members of the SIC Board.
Practically, the Government, with 40% lead shareholding in SIC has more than the 5% membership threshold to also call for an Extraordinary General Meeting to reconstitute the Board, with directives to also undo the effects of her legal action before the case is substantively heard.
In other words, SIC is capable of forcing events to show her that she readily went to court too soon and has to come out quickly.
The only problem is that it may come at a cost. That cost can also inform their dealings with her exit package. And for a member of Government that failed/refused to settle exit packages for many, including the incumbent President as a former leader.
Also, assuming that she was to strangely win her case and directives for her compensation ordered, SIC can appeal, challenge the ruling, and she will still be caught fighting again.
There’re also the political fallouts and negative backlash for her within and without the party that appointed her and the one which has disappointed her.
As for the angst and animosity from NDC members against her decision, it’s understandable given the party’s massive victory in the elections and the contestation of her exit being seen as a spoke in the wheels of farming a new, popularly-elected administration.
Unfortunately, her appointment by President Akufo-Addo in 2023 and affirmation as Interim MD in 2024 was itself problematic for some NPP loyalists.
Already, the MP for Effiduase-Asokore in the Ashanti Region, Dr. Nana Ayew Afriyie, has suggested on these blue walls that his party made a big mistake with her appointment. Claiming to personally know her” he has described her as “an NDC married conveniently to an NPP sympathiser from Kennedy Agyepong’s constituency (Assin Central).”
Either way, this wasn’t going to end well for her. No doubt she has reportedly withdrawn the writ issued on her behalf.
Wilson Wisdom Adzedakor
NDC Deputy Communications Officer,
North Tongu Constituency
