Independent directors Hartzenberg and Maartens are not directors of new company. Julius Cobbett / 29 March 2012 12:22
JOHANNESBURG – The Sharemax rescue scheme has resulted in directors Dominique Haese and Dirk Koekemoer strengthening their control of investors’ assets.
This is because two independent directors of the syndication companies, former judge Willie Hartzenberg and Sharemax investor Koos Maartens have not been appointed directors of the new company formed as part of the Sharemax rescue scheme.
The new public company, Nova Property Group Holdings, owns the entire Sharemax property portfolio. Company records show that it has just three directors: Haese, Koekemoer and accountant Rudi Badenhorst.
Two of these directors, Haese and Koekemoer, were involved with the old Sharemax structure. Thus, the Nova board is dominated by directors who are arguably responsible for getting Sharemax investors into the pickle they currently find themselves in.
Elderly Sharemax investor Koos Maartens was appointed to the boards of the various Sharemax boards after the resignation of economist Dawie Roodt.
Maartens tells Moneyweb that he was asked by Haese whether he wished to continue his involvement with Sharemax as a director of Nova. He expressed his wish to do so.
However, Maartens says that he has not received any invitations to attend board meetings.
Maartens says his efforts to get an explanation for this apparent “freezing out” have been unsuccessful.
It seems reasonable for Sharemax investors to ask why they lack representation on the Nova board.
Haese has been involved with Sharemax for several years. Haese was Sharemax’s financial director before being promoted to managing director in October 2010 after the resignation of founder Willie Botha. Haese’s father-in-law, Waldemar Gustav Haese, has performed a highly controversial valuation on Flora Centre. The Flora Centre’s auditors, ACT Audit Solutions, have accused WG Haese of lacking independence.
Furthermore, the independence of Nova’s third director, accountant Rudi Badenhorst, has been questioned. Badenhorst has long shared his business premises with Sharemax Investments. He was also one of the directors to bill investors hundreds of thousands of rand for consulting fees as part of the rescue process. (See: Sharemax: Big bucks for syndication directors.)
At last count Badenhorst had earned R600 000 for consulting services billed at R1 500 an hour. A further amount of R500 000 had been budgeted for his services.
In contrast, Badenhorst’s co-independent directors, Hartzenberg and Maartens were paid considerably less for their efforts. Hartzenberg stands to make R240 000. For Maartens an amount of R76 000 was budgeted.
Maartens’s predecessor, economist Dawie Roodt, did not receive any payment for his services as an independent director.
Judge Hartzenberg does not share Maartens’s concerns about the composition of the Nova board.
Hartzenberg says he would not wish to serve as a director of Nova, even if asked, because it would take up too much of his time.
Hartzenberg says he is confident that the board is in competent hands.
“I have no problem with Dirk and Dominique,” says Hartzenberg. “I can tell you, if there’s someone who knows what’s going on it’s Dominique. I am impressed with that woman and I’ve worked with many people in my time. I’m not scared that she’d be pulling wool over the eyes of investors.”
Hartzenberg also had a good word for corporate lawyer Connie Myburgh, who has been the architect of the Sharemax rescue scheme. “If it was not for Connie Myburgh, the whole thing would have been liquidated.”
Hartzenberg says that the press “has a warped idea” of what happened with Sharemax. “The press gave the impression that there was fraud and that sort of thing, which there was not.”
At the time of writing Haese had not responded to e-mailed and telephonic requests for comment.
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Dear Mr Cobbett
ReplyDeleteI refer to your article of March 1st on Moneyweb; “Was Dawie Roodt fired from Sharemax?
It is indeed unfortunate that I am in effect forced to react to allegations made against me in this way. I would also appreciate it if you could carry this reply on your website. Based on your article Mr Myburgh and Ms Haese either said or implied that I was dismissed from the boards of companies related to Sharemax. This is incorrect, the correct facts and version of events are provided below. Please note that I have documentary proof of all the facts that I list hereunder.
As you know I was appointed as an independent director to the Sharemax syndicated and other related companies during 2010 primarily to assist in the restructuring of the Sharemax group of companies. Over the months I became uncomfortable with the manner in which certain issues within the group of companies were handled and early July last year I wrote an email to Judge Hartzenberg, the Chairman, wherein I listed some of my concerns. The very next day, before a scheduled board meeting, the other directors asked to see me.
At this meeting I was presented with two documents. On the one document I tendered my resignation and on the other I was “dismissed”. The “dismissal” document was signed by Dominique Haese, Dirk Koekemoer (both executive directors) and Rudi Badenhorst (a non-executive independent director). Judge Hartzenberg did not sign this document. I was given a choice to sign either of these two documents, which I refused to do. I then left the meeting and told the other directors that I will revert back to them once I have decided what to do.
It is important to note that Mr Koekemoer and Ms Haese did not have the power to dismiss me since they were not directors of the holding company, which had the right to appoint directors. Furthermore, the letter of my “dismissal” was signed by only one director which was entitled thereto, Mr Badenhorst, while the other director, Judge Hartzenberg, did not sign the document. And lastly, no due process in terms of the law was followed before I was “dismissed”; informing me of complaints against me, providing me with an opportunity to react thereto etc.
After this episode I decided to tender my resignation which I did a few days later. Clearly the allegations by Mr Myburgh and allegedly by Ms Haese are incorrect.
I can, however, confirm that I was asked about my resignation by a caller during a radio interview with Magnus Heystek, as you indicated in your article. Just as we were leaving the studio Mr Myburgh called me and threatened to tell Magnus that I was “fired”. I then told Mr Myburgh to tell Mr Heystek himself since he was standing next to me and I then handed my phone to Mr Heystek.
I have not been fired from the Sharemax related companies as alleged. I resigned after relations between me and some of the board members and the lawyer, Mr Myburgh, became progressively intolerable.
Best regards
Dawie Roodt
Chief Economist/Director