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Old Mutual Directors did not act in contempt in Peter Moyo matter and are not delinquent, High Court emphatically rules

17 May 2022 Old Mutual

Old Mutual also wins costs order in dismissal of Moyo’s consolidated contempt and delinquency applications

A Full Bench of the Gauteng Local Division of the High Court has dismissed with costs former CEO Peter Moyo’s consolidated applications to have the Old Mutual non-executive directors declared delinquent and in contempt of court. This follows hearings which took place in November last year.

It also follows a decision in January this year that found in favour of Old Mutual in dismissing the damages case brought against it by Mr Moyo.
In the latest judgment, handed down on 16 May 2022, the Honourable Justices Raulinga, Twala and Opperman dismissed Mr Moyo’s application to have Old Mutual’s non-executive directors declared in contempt of court. That application was launched by Mr Moyo after Old Mutual had declined to avail itself of his services following the initial court order reinstating him on an interim basis pending the finalisation of his legal proceedings against Old Mutual.

The Full Bench found that, in not allowing Mr Moyo to resume his position as CEO after that initial interim order, Old Mutual had not defied that order. The directors had acted in good faith on the basis of reasonable legal advice. Furthermore, the Court found that Mr Moyo's employment had been lawfully terminated a second time. Consequently, and again based on reasonable legal advice, the directors had been entitled, after such second termination, not to receive Mr Moyo back into service as CEO.

The Full Bench also ruled that the public views expressed on Old Mutual’s behalf on the initial interim order were not contemptuous. The relevant statements did not imply disrespect of the judiciary: “Quite the opposite.” These statements were “not intended as an affront”, and did not undermine the integrity of the courts.
As far as Mr Moyo’s attempt to have the directors declared delinquent was concerned, the Court found that, in terminating Mr Moyo’s employment, the directors had not acted in breach of their duties to the company. On the contrary, once the relationship between the Board and Mr Moyo had broken down, the Board was not only entitled but obliged to terminate his appointment.

The Court found that Mr Moyo had been guilty of breaching his fiduciary duties to Old Mutual. Although he was not entitled, in terms of his contract or under the common law, to a disciplinary enquiry before the termination of his employment, the Board had afforded him an “ample hearing” and had “observed all the requirements of a fair hearing”. The Board terminated Mr Moyo’s contract “only after it had concluded, in good faith and on reasonable grounds, that he had been guilty of egregious misconduct and could no longer be trusted to serve the best interests of Old Mutual.”

Ultimately, the Court found that there was no transgression of Companies Act by Old Mutual’s directors.

Old Mutual is pleased to put this matter behind us after three years of contentious litigation and to focus on growing the business well into the future, with good governance at all times its shining light.

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