‘Missing’ Remco minutes force Dimension Data to duck for cover

Information technology giant Dimension Data (DD) has been forced to reveal some of the minutes of its remuneration committee (Remcom) meetings to Andile Ngcaba, the former chairperson of Dimension Data Middle East & Africa after initially suggesting such minutes did not exist.

Ngcaba, who has hired a high-powered legal team, is suing the company over alleged racial discrimination and for allegedly violating an undertaking over equal pay.

The change in posture by DD was after the erstwhile chairperson of the Remcom, Wendy Lucas-Bull, poured cold water on the company’s position that minutes of various Remco meetings did not exist.

“After taking up membership of the DD plc board and on 8 May 2006, I was appointed as chairman of the remuneration committee, which position I held until I ceased to be a member of the board … minutes were taken of all meetings,” Lucas-Bull said in her affidavit.

Lucas-Bull chaired the company’s Remco until 2011.

DD then backtracked and acknowledged that such minutes did exist. Jeremy John Ord, the chairperson of DD, in his supplementary replying affidavit, said minutes of such meetings had since been found.

“After reading the affidavit of Lucas-Bull, I embarked on further investigations in this regard: the first respondent [DD] has now secured from a third party copies of the minutes, which it has now established were taken in respect of the DD plc Remcom meetings held prior to the delisting,” Ord’s affidavit said.

He insisted in his affidavit that there were no minutes in respect of Remco meetings held after the delisting. DD, once the darling of the stock exchange, delisted from the JSE and the London Stock Exchange in 2010, following a successful R24.2-billion buyout bid by Japan-based Nippon Telegraph and Telephone Corporation.

A corporate governance expert, who wished not to be named, said it is unheard of for a big corporate like DD to have Remcom meetings without minutes. “It means they are running a tuckshop. How then do they verify that decisions taken at the meetings are implemented as agreed?”

Ngcaba is claiming R261.3-million in unpaid bonuses – alternatively, he wants the court to order DD to pay him about R170-million in damages for allegedly discriminating against him by remunerating him less than other senior
executives at the company.

Ngcaba said “Remco  is one of the important sub-committees of the board and corporate
governance principles require that these committees are conducted  in a transparent and fair manner. I cannot comment on the details of the case at this time, but these matters will be ventilated in court.”

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