Guinness Ghana shareholder takes company to court

John Oduro-Ofori, a shareholder of Guinness Ghana Breweries Limited, has taken the company to court and is seeking an interlocutory injunction restraining it from holding its Annual General Meeting scheduled for November 8, 2005 because the date fails to meet the 21 day rule as stipulated by the Companies Code 1963 (Act 179).

According to him “ The Companies Code 1963 (Act 179) provides that the Annual General Meeting shall be held not earlier than 21 days after the company's profit and loss account and balance sheet, any group accounts and the reports of the directors and auditors have been dispatched to shareholders.”

In a writ accompanied by a supporting affidavit and a Statement of Claim, Mr Oduro-Ofori claims the defendant, (Guinness Ghana Breweries Limited), caused a publication to be made in the Daily Graphic newspaper to the effect that its Annual General Meeting would be held in Kumasi November 8, 2005.

According to him, it is illegal for the defendant to proceed with the said meeting since the required 21 day notice has not elapsed.

The plaintiff further stated that he, as well as other shareholders, have not received copies of the company's Annual Report for 2005 incorporating a notice of the Annual General Meeting scheduled for November 8 2005 because the Registrars of Guinness claimed, when he visited their offices October 24, that they had not received the relevant information from their principals. The report was to have been delivered by mail.

The Statement of Claim emphasised that the defendant had failed to mail him and other shareholders the company's Annual Report for the year 2005 detailing the Profit And Loss Account and the Balance Sheet, any group accounts and the reports of the Auditors.

The plaintiff noted that the Annual General Meeting of the defendant was very critical, being the first after a major exercise by the company involving the acquisition of another brewery, Ghana Breweries Limited.

Mr Oduro-Ofori believes the interest of other shareholders including him would be seriously compromised if the meeting is allowed to proceed with a 15 days notice instead of the stipulated minimum notice period of 21 days as mandated by law.

He further noted that the Directors of the company were holding back information to be discussed at the impending General Meeting and thereby preventing the shareholders from adequately preparing for the Annual General Meeting by asking relevant questions of the Directors of the company on the company's operations for the year under review.

The plaintiff contends that the advertisement in the newspapers of the notice of the meeting does not satisfy the requirements by the company to give notice under the Companies Code 1963 (Act 179).

“The continued use of the name Guinness Ghana Breweries Group and a logo to that effect without the knowledge and consent of shareholders as if it was a registered corporate entity amounts to a fraudulent misrepresentation calculated by the defendant and its directors and with the connivance of its two major shareholders Diageo and Heineken, to mislead all shareholders, the Securities And Exchange Commission, the Ghana Stock Exchange, the Registrar Of Companies and the entire Ghanaian investing public,” the statement said.

The plaintiff is therefore seeking a declaration that Guinness Ghana Breweries Limited is in breach of its legal obligations to shareholders in respect of notices for the next Annual General Meeting scheduled for November 8, 2005.

Mr Oduro-Ofori is further seeking an order that the Directors put a notice in a national daily newspaper admitting breaches of the Companies Code and to apologise to all its shareholders.