The listing of Nimbus Infrastructure Limited on the Namibia Stock Exchange at the beginning of this month was above board and all possible conflict of interest was declared, Namibia Stock Exchange CEO, Tiaan Bazuin, said this week.
Last week, the Windhoek Observer reported that conflict of interest allegations had been raised against Bazuin, after it emerged that he is a non-executive director of Paratus Group, a company, which is significantly invested in Nimbus.
It has since emerge that three other NSX directors, Habu Gerdes, Rome Mostert and Brian van Rensbug, also have direct and indirect interest in Nimbus.
According to the 2016 NSX Annual Report, Gerdes chairs the NSX disciplinary committee; Mostert sits on the audit and risk committee while Van Rensburg is a board member of the NSX.
“The conflict is obvious. These people are involved in both Nimbus and the NSX,” said a source who owns an asset management company, but did not want to speak on record because of his daily dealings with the NSX.
However, Bazuin said this week that there was nothing untoward about the Nimbus listing as he had declared his interest in Parataus.
He also said that Paratus was not the company responsible for listing Nimbus, but had merely provided ICT management services.
“I am the Chief Executive Officer of the NSX. I am not a director (executive or non-executive) of the NSX, and therefore have no voting rights on board level. I have declared my independent, non-executive directorship with Paratus to the board annually as from the year 2014,” he said.
“When a possible conflict of interest arose with the listing of Nimbus, I thus recused myself from the recommendation made on board level with reference to that part of the meeting. I also recused myself from the recommendation to the Listing Committee.”
Bazuin said the recommendation to approve the listing was presented by Madelein Smith on behalf of the Listing Committee and approved by the remaining NSX board members in the meeting, who were not conflicted.
“I do not own shares in either Paratus or in Nimbus. I do not receive payment for shares sold, nor do I receive dividends from shares,” Bazuin further said.
He said the Nimbus listing was recommended by the NSX chief financial officer, Alexandrea Hendricks and that an external committee made up of Hanno Bossau, John Mandy and Smith, had approved the listing.
The NSX executive said bourse directors who have interest in Nimbus had also declared their conflict of interest.
He said recusals were recorded for Gerdes, who is also the chairman of Nimbus, Mostert, a Nimbus director and van Rensburg, sponsor of the Nimbus Listing.
Bazuin maintained that good corporate governance and best practice was followed in the listing of Nimbus.
“However, if the best practice followed in this instance, which was to declare the conflict and recuse myself from the Listing Committee, would be found to be insufficient, I would certainly consider tendering my resignation to the board of Paratus,” he said.