Concerns raised about long tenure of Comair directors

Concerns were raised at Comair's recent annual general meeting about the long tenure of board members.

Comair operates its own low-cost brand, as well as British Airways in South Africa, as part of a licence agreement.

Director of Metaco and Comair shareholder Danny Tuckwood questioned the governance and independence of the company's board, among other issues.

New Comair chair Lindsay Ralphs, who is also the CEO of Bidvest, is one of the people concerned about the long board member tenure issue. He told shareholders at the meeting that he is ready to "shake up" the board.

Comair confirmed to Fin24 after the AGM that the issue of the long tenure of board members is on the agenda of the new chair.

A resolution was approved that directors who have served for a period of 9 years or longer are required to retire on an annual basis and if eligible, can stand for re-election.

Outgoing chair Pieter van Hoven has been appointed in September 2019 by the board as lead independent non-executive director.

One of the issues raised by Tuckwood was why the company secretary Derek Borer did not have an arms-length relationship with the board as expected by the King Code of good governance. Borer has been standing in in the role of an alternate director.

Comair responded to Fin24 that King IV on governance does not prohibit the company secretary from serving on the board as well. This is, however, not desirable and will be addressed, according to Comair.

Other issues questioned by Tuckwood included why joint-CEOs were appointed, certain bonus payments made and why the same auditors have been used for a very long time.

Questions were also raised at the AGM about the legal matter with strategic leadership consultancy, Metaco. However, according to Comair it is subject to litigation and, therefore, it cannot comment.

Metaco, which was acquired by Comair in July last year, now accuses the aviation company of reneging on the agreement and "grinding it into the ground in the process".

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