• Shareholders (KHA) called for an extra general meeting through advert.
• Board rejects meeting without valid requisition from KHA.
A fierce battle to control The Nairobi Hospital awaits its shareholders and the board of management today.
The extraordinary meeting follows a year-long row in which the board has exploited constitutional loopholes to lock out the Kenya Hospital Association (shareholders) from holding an AGM to vote for its ouster.
The meeting is supposed to kick out the current board members over the management of Sh11 billion projects.
The proposal to sack the board follows the sacking of hospital CEO Gordon Odundo last month. The board had initially suspended Odundo for 90 days before extending the suspension by a month.
“The hospital will not comment on the AGM called by shareholders. We can’t say the meeting will be held or not,” hospital's public relations boss Tom Simba said.
Last month, the shareholders, with the help of their lawyers, advertised to its members that they will have an extra general meeting on May 15.
This was after the board failed to respond to previous requests by KHA to have the extra general meeting. The shareholders want Baringo Senator Gideon Moi’s wife Zahra Moi and former Kenya Rugby Union boss Richard Omwela to run the health facility.
Others proposed are Tabitha Muvinya, Maxwell Otieno, Jeremy Ikindu, Chris Bichage, Stephen Ochiel, Wilfred Irungu and Susan Carr-Hartley.
“The agenda of the meeting will be the reconstitution of the board of directors by removal of John Simba (chairman), Couttus Otolo (vice chairman), Allan Gachukia (director) and Sam Ncheeri (director) as the board of directors,” the shareholders' April advert said.
However, the board rejected the advert, dismissing the lawyers who placed it on grounds that they can only convene an extra general meeting once they received a valid requisition from the KHA.
“The requisition referred to that served on the company secretary on February 19 did not meet the legal requirements as provided under the KHA and the Companies’ Act 2015,” the board said.
“We would like further to clarify that the newspaper notice has been issued by a firm of advocates who are not members of KHA and does not disclose who are the requisitionists.”
They further warned the KHA that the notice is invalid and any meeting held in the vicinity of the hospital under the said notice would be condoning illegality and unlawful practice.
The board said to date, it has not received any valid requisition for the extra meeting signed by the shareholders.
“The signatures of the requisitions were presented on several different foolscap sheets of plain paper without intended resolution clearly indicated to them. The requirement under company law is that the reference to the resolution should be clearly indicated on them,” the board said.
“The requirement under company law is that reference to the solution must appear on every page of the signed papers so that the signing members have notice of it and can make an informed decision before signing such document.”
The board warned the shareholders that the requisition they gave was too general and did not allow members to make an informed decision.
(Edited by R.Wamochie)