Addo, Osafo Maafo have no standing to sue – counsel
Mr Dua Adonteng, Counsel for Donewell Insurance Company Limited, together with eight other defendants, who were sued by some former directors of the company, has declared that the fourth and fifth plaintiffs have no locus standing to sue.
The five former directors, in a case before the commercial Court, have sued the company and eight others for wrongful dismissal, with Mr J.S. Addo and Mr Osafo-Maafo as the fourth and fifth plaintiffs.
The other plaintiffs are Mr T.E Osam Duodu, Mrs Naomi Okine, Dr Jo Blankson, whilst the defendants were Donewell Insurance Company Limited, Dr Ato Essuman, Mr Sisi Crentsil, Centre Link Investment Limited, Mr Francis Collins Annan, Mr Richard Stanley Quarshie, Mr Kish Ato Odum, Mr Ben Aryee and Mr A.B. Ankrah.
The plaintiffs were contesting their dismissal from the Board, after serving in that capacity for 17 years.
Mr Adonteng, who was cross-examining Mr Moses Foh-Amoaning Counsel for the Plaintiffs said Mr J.S. Addo, former chairman of the Donewell Board, now chairman of Prudential Bank Limited and Mr Osafo Maafo, resigned their positions from the Donewell Board before the Extraordinary General Meeting (EGM) at which the board was reconstituted.
Mr Adonteng said Dr Jo Blankson and Mrs Naomi Okine had their representatives (Proxies) at the EGM, and in the persons of Mr Arthur Tettey Addy and the Rev. Mrs Ado, who fully participated in the proceedings and questioned whether people should be allowed to probate and reprobate at the some time?
Mr Adonteng argued that while Mr Osafo-Maafo never owned any shares in Donewell, Mr Addo in his letter of resignation on 8th of June 2010, as chairman of the Board and director of the company, had transferred his shares to the Mount Zion Methodist Church, Korle-Gonno in Accra.
He said Mr Foh-Amoaning’s argument that the June 10, 2010 EGM was not properly convened and that the directors did not have an opportunity to respond to notices, as well as his claim that there was no evidence on record of the EGM, tendered by both parties was untenable.
Mr Adonteng said counsel for the Plaintiffs assertion that the proxies were not given an opportunity to the issue of the removal of directors was also not correct.
Counsel for Donewell, however argued that the notices were within the time stated by the companies code and rubbished the argument that the plaintiffs did not have any opportunity to defend themselves.
Quoting from the companies code, he argued that a requisition was properly served on them (directors) and they having refused to call a meeting, three of the requisitionists called the EGM in accordance with the provisions of the companies code.
Mr Adonteng stated that the Plaintiff were given due notice but chose not to exercise their rights, instead, they appointed proxies who attended the meeting and voted on their behalf.
On plaintiffs’ claim that the Board was an interim board” counsel for the defendants argued that there is no term like “interim director” and that there are no mid-way directors, stating that “one is a director or not a director”.
Mr Adonteng said the current board is a substantive board reconstituted by share holders with persons legally qualified and appointed to act as directors of the company as per the companies code, 1963 (Act 179), and that Mrs Esther Lily Nkansah, Dr Ato Essuman, Mr William Agbenyega and all others on the board do not “purport to act as interim board members”.
The case has been adjourned to December 15, 2010.