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It’s Moyo versus Manuel as Old Mutual drama escalates

Peter Moyo’s bid to be reinstated as CEO of the insurer takes a nasty turn as he levels ‘triple conflict of interest’ allegations at its chairman Trevor Manuel.

Axed Old Mutual CEO Peter Moyo has come out swinging to get his top job back at SA’s second-largest insurer: he is seeking an order from the Johannesburg High Court to declare chairman Trevor Manuel a delinquent director under the Companies Act.

In a nasty twist to the saga, Moyo has accused former finance minister Manuel of having an “ulterior motive” and “acting in bad faith” when handling the former’s initial suspension from Old Mutual on May 23, and his subsequent dismissal on June 18.

In firing Moyo, Old Mutual cited a conflict of interest due to his involvement with investment holding firm NMT Capital, which he co-founded in 2002 with Sango Ntsaluba, the founder of SA’s first black-owned audit firm SizweNtsalubaGobodo, and Thabiso Tlelai, a hotel and property magnate. Old Mutual is NMT’s only institutional shareholder, with the insurer owning a 20% stake, which it earned through a series of funding it provided to NMT totalling R201.5 million since 2004.

Moyo declared his NMT business interest when he returned to Old Mutual in 2017, first when he headed the company’s emerging markets arm before taking up the group CEO role. And Old Mutual was comfortable with Moyo’s declaration and its processes to manage the conflict.

Read: Old Mutual shareholders want Moyo to exit without a golden handshake

On Friday (June 28), Moyo launched a 165-page urgent application at the high court to be temporarily reinstated as Old Mutual CEO and to prevent the insurer’s board from appointing his successor until the court has made a ruling on the application.

Moyo also wants Manuel and 12 non-executive directors of Old Mutual to be declared delinquent under section 162 of the Companies Act – a move that could see the high court censure their conduct and sully their reputations.

“The news [of the initial suspension] was devastating and humiliating to me,” Moyo said in his court papers. “At my level and status of employment, the mere suggestion that I was guilty of a conflict of interest was instantly damaging to my reputation and good name in the business world and society in general. I was deeply hurt.”

He added: “I also get aggrieved by the fact that Old Mutual had seemingly breached its undertaking to protect my integrity, good name, and confidentiality.”

About Trevor Manuel

A large section of Moyo’s court application details a severe breakdown in his relationship with Manuel, indicating that their interactions at board level were adversarial.

When the NMT Capital conflict of interest matter was first mentioned at an Old Mutual meeting on March 7, Moyo said he was informed by an unnamed board member that Manuel was “gunning” for him by “bullying other directors to pursue the NMT matter for some inexplicable and ulterior purpose”.

“From this interaction, I confirmed the distinct impression I had gained that the chairman [Manuel] was determined to get rid of me using the NMT matter as an excuse and that he was putting undue pressure on other directors, who were unfortunately and improperly allowing themselves to be bullied and to which they ultimately clearly succumbed.”

Breach of Companies Act

To recap, as a shareholder in NMT, Old Mutual would enjoy preference dividends from the firm. Old Mutual said two sets of ordinary dividends were made by NMT during its 2018 financial year – totalling R115 million – without paying preference dividends, thus breaching the insurer’s rights as a shareholder. This would also breach the Companies Act, which stipulates that preference shareholders should be paid dividends before ordinary shareholders.

Moyo has rejected Old Mutual’s version of events, saying in October 2018 that the insurer was allocated R37 million as a debt repayment, which mainly constituted the Old Mutual preferential dividends and a further R27 million in ordinary dividends. He said there was a delay in the payment of dividends to Old Mutual, which was communicated to the insurer and accepted by its representative on the NMT board, Mobasheer Patel.

Moyo said he doesn’t believe his axing is linked to a conflict of interest or late preference dividend payments but relates to him raising alleged improprieties on the part of Manuel and Old Mutual’s non-executive directors.

He cites two incidents.

In March 2018, Moyo said he raised concerns about Manuel’s “triple conflict of interest” regarding Old Mutual’s managed separation, which would see the insurer move its primary listing from the London Stock Exchange to the JSE.

He said the managed separation involved a proposed transfer of a contingent liability or obligation, valued at more than $400 million or R5 billion, from parent company Old Mutual plc to Old Mutual Limited. Financial advisory firm Rothschild & Co was one of the advisors to the transaction and “stood to gain [and eventually did gain] hundreds of millions of rands in fees”.

Moyo said Manuel was a director of Old Mutual plc, chairman of Old Mutual limited and chairman of Rothschild at the same time, thus creating the “triple conflict of interest”.

“I openly voiced my objections to Mr Manuel about the impropriety of his participation in any discussions regarding our proposed assumption or takeover of the Old Mutual plc contingent liability …

“Mr Manuel ignored and failed to act on my raising the alarm in that regard, despite the obvious seriousness of the transgression. He continued to participate in the discussion of this matter. From that point, Mr Manuel’s attitude towards me deteriorated.”

Why was the company paying Manuel’s ‘Gupta’ legal fees?

In another incident, Moyo said he questioned why Old Mutual was paying Manuel’s legal fees in his matter against the controversial Gupta family and their associates as it didn’t have “anything to do with Old Mutual”.

Moyo said he raised this matter with the board’s corporate governance and nomination committee, but Manuel “tried to dissuade me from doing so”. The committee rejected Moyo’s concerns about Manuel’s legal fees.

“It would be an understatement to say that after that episode and as a result thereof, all hell broke loose and Mr Manuel treated me with open hostility … I felt victimised and arbitrarily discriminated against.”

Old Mutual was not available to comment on Moyo’s allegations. Moneyweb will provide an update when the insurer comments.

Moyo wants Old Mutual to indicate whether it will oppose his application by July 1. The matter is to be heard in court on July 16 if the insurer intends to fight the application.

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What was Mayos severance package and how much did he earn whilst inthe chair during his tenure? That will make for interesting reading…..and surely there was a discussion as to the best interests of the company and shareholders? If Mayo really cared about regaining a successful economic reputation for business SA then surely he would be handling this differently? Greed is a terrible thing…whilst you’re feeding at the trough, all is well…the moment you’re called out, everything changes! Yet another example of the immaturity of SA “rainbow evolution” and racist BEE policies. In my opinion.

Mayo: Manuel or Moyo? Seems like the two were equally conflicted. After the unbundling it’ll become more difficult to hide the bad practices and performance of Old Mutual and its “leaders”. Bring on a competent accountable board. Many members of the current board and management might need to go

Moyo got paid about R85m in total since he was appointed CEO. Not bad for 2 years’ work.

Well that’s an insanely stupid amount to pay an average operator – what qualified him to run this company, and his knowledge of conflict of interest seems rather scant.

Moyo is trying to treat OM as a state department and not a commercial entity. Just go to the labor courts and sort it out.

Moyo was bribed with millions – why would he go to Labour court and get a small award?
Go BIG and use social media to attack Manuel and get more millions!!
The sky is the limit for him and if I had to advise him, I would do exactly the same.

The struggle continue. Embarrassment,state of the country, best available, is not in their books.

I always find it ironic that you get ANC cadres who are the darlings of the media – Ramaphosa, Manuel and Gordhan, to name 3 – because the media desperately wants to believe they are the good guys. Except all of them were part of the ANC’s inner circle when all sorts of underhanded crime activities took place, such as the Arms Deal and the Zuma years. They all simply had to know, because they just had to pick up a newspaper, yet they did nothing.

Ja Nee. Agreed they had to know about the shenanigans of the arms deal. This deal was done in the early stages when the ANC needed money to fight against the well oiled machinery of NATs/IFP.

However, this lead to erosion of scruples and conscience; the rest is history. The good guys like Gordon got caught in the turmoil of placing ANC first

And all of them benefited from BEE in their private capacity in various instances. The problem remains that BEE is legalised corruption. The only difference between Ramaphosa and Zuma is that Ramaphosa at least at the intelligence to do things within the legal confines of BEE, Zuma just stole outright

The two different factions within the ANC…..both equally corrupt.

Business and government rotten to the core. Self interest > the citizens, employees, shareholders etc. Must be difficult to find board members, CEOs etc.these days who are ethical and competent……

Not difficult to find but unfortunately bad apples do not self-correct. They find like-minded culprits to fill any board vacancy

I believe the average citizen / employee is good and wants the best long term outcomes for the team. But leaders are not average, require a degree of ruthlessness and can chose who they surround themselves with. In a system where leaders are not held accountable, you end up where the Boards such as that of Old
Mutual and the SA reigning party

I am delighted that Mr Moyo has highlighted just how corrupt Trevor Manual is. For many years the media has painted him as an upstanding citizen of integrity. My personal view is something very different. I cannot for the life of me perceive how anyone could be as conflicted as he was and still sit on all three boards?? The arrogance of it is astounding. The payment of his legal fees which had absolutely nothing to do with Old Mutual is nothing short of criminal. It flies in the face of the Companies Act on every level. His involvement in moving Old Mutual offshore and his involvement in the arms deal all require investigation.

So, Cleva Treva and his Zimbabwe friend are friends no more.
What an unsavoury outcome of yet another BEE disaster.

I just cant for the life of me understand why anybody expects there to be honest people left in a 105 year old liberation movement that is busy dividing the spoils of war.

It’s a free for all (Bottom to top) and it will never stop until nothing is left.

Why do you sensor my comment?

Are you protecting OM and Manuel?

By the way it’s not true that this is a contravention of the Companies Act per se. Preference shares do rank ahead of ordinary shares on liquidation of the company but it’s not to say preference share dividend is always paid before ordinary share dividend. Typically in most cases this does happen BUT it is perfectly legitimate that preference shareholders could agree to allow an ordinary share dividend payment. It’s normal business practice. E.g the preference shareholder could still be satisfied with the company’s credit. This does not contravene the companies act.

doesn’t matter how one look at it – wherever any anc / ex active anc member / cadre pal / bee becomes involved in a once well organised private sector organization they make a mess of it – they are not in those positions due to their expertise / specialist knowledge in that field – only due to who or what i was in the connected field and now out of the blue i secured a nice job in the private sector. it looks like something similar to the absa / transnet / eskom / etc / debacle when people gets directorship not through the ranks of the system and experience, but due to who i know / who i was in politics.

And you can rest assured that this happens in the private sector. There are many instances where nepotism is rife. Some executives act as if the company they work for is a private family business. Just because they own some shares or it used to be a family business that went public. Some deserve their positions but I suspect those are outnumbered by the “connected” ones. That also applies to the”old boy” connections. A lot of truth in the saying “it’s not what you know, but who you know”. Human nature I guess dating back to tribal instinct centuries ago.

Thanks for censoring my comment MW. These insurers are all the same on the way they have connected few that bully their way through life.

Nothing new here. Quite predictable actually. Every weekend, you will see the same kind of behaviour inside and outside of most shebeens around the country.

Bring back Hemphill. He got down to business and did the job he was supposed to do re managed separation. That in itself puts him head and shoulders above most insurance executives.

Thank goodness I transferred all my RA’s from this company.

How on earth did Manuel’s legal fees against the Guptas’ be approved by Old Mutual management and overlooked by the auditors? Clearly, the internal and external auditors were sleeping on the job or wink wink approved the Manuel’s legal fees?

With you Moyo, all the way. Gun for him. Surely they (OM)cannot soil your reputation juss like that.

This is sad

I dealt with Moyo in his EY days half a life ago and he was good guy.
Manuel looked like a solid guy from the outside.

It seems true, that thing about how money and power corrupt

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