Wendel, a long-term shareholder of IHS Holding Limited since 2013, has joined other shareholders in the push for corporate governance reforms at IHS Holding Limited.
In May 2023, some large and small long-term IHS shareholders, including Wendel, together holding approximately 48% of IHS shares, submitted a set of common-sense good governance resolutions (the “Resolutions”) for a vote at the IHS Annual General Meeting of shareholders on June 7, in accordance with the Company’s governing documents and the terms of the Shareholders Agreement.
In a press statement on Tuesday June 28, 2023, Wendel stressed the objective of the Resolutions “was to bring IHS’ corporate governance in line with the best practices of U.S.-listed companies, to create greater alignment between the Board and shareholders, to foster accountability, and to improve the general market perception of IHS now that the company has been listed publicly for more than 18 months.
“…to allow all the shareholders to vote on the good governance resolutions. In the meantime, Wendel reserves all its legal rights to take action to require IHS to comply with its obligations under the Shareholders Agreement”.
IHS Towers, one of Africa’s leading telecommunication infrastructure providers, has recently come under scrutiny for its refusal to grant MTN Group and Wendel SE greater representation on the board.
MTN Group and Wendel SE, two of IHS’ largest shareholders, submitted a proposal to get better representation on the board during the company’s annual general meeting held on June 7, 2023. However, the proposal was shut down and not even presented for voting.
The investor community is paying close attention and experts say the way this matter unfolds will have significant implications for IHS, its shareholders, and the macro marketplace.
MTN Group owns a 26% stake in IHS, while Wendel SE holds 19%, making them significant stakeholders in the company with a combined 45%.
The proposal submitted by MTN and Wendel sought to allow shareholders with up to 10% stakes to nominate board members. However, IHS’ board disagreed, claiming that the proposal was not in the best interest of the company.
Other key shareholders of the company include; Emerging Capital Partners LLC (11.85%), GIC Pte Ltd. (5.4 %), Issam Darwish (3.5 %), Goldman Sachs International (1.3%) William S. Saad (0.95%) Goldman Sachs & Co. LLC (0.9%) Mohamad Darwish (0.5%) and Bashir Ahmad El-Rufai (0.3%).
The actions of IHS are concerning and could have significant implications for the company’s governance structure and set wrong precedence for the market. Effective corporate governance is essential for a company’s success and long-term sustainability.
It ensures that there is transparency and accountability, and decisions are made in the best interest of the company and its stakeholders.
IHS is hampering good governance and making it difficult for shareholders to have a say in the company’s management.
The proposal submitted by both companies was in line with international best practices, where significant shareholders with a vested interest in a company’s success are given the opportunity to nominate members of the board.
The board’s refusal to grant MTN Group and Wendel greater representation on the board raises concerns about its commitment to transparency and accountability.
It also raises questions about the company’s management practices and its stewardship of shareholders’ investments.
Said one source: ‘They’re doing everything but listen to the request of their biggest shareholders. I wonder really what the CEO and Chairman are afraid of. There is a shareholders’ agreement that is clear on these matters; and a proposal has been put forward. However, this is decided will have strong implications not just for IHS, but for the investor community and the market in general.’
TechEconomy reported on Tuesday that Blackwells Capital, a long-term shareholder of IHS, has joined other shareholders in the push for the cell-tower operator to appoint new independent directors to its board and offer investors more transparency to boost its stock price.
