Johan van Zyl quits Steinhoff board just 2 days before AGM

JOHANNESBURG — Things are clearly heating up at beleaguered Steinhoff as the company made a surprise announcement on Tuesday afternoon stating that Johan van Zyl has quit the Supervisory Board. His exit comes just two days before the company’s AGM in Amsterdam. His departure looks potentially ominous for the company’s whose fortunes have just about evaporated in recent months. – Gareth van Zyl

From Sens: Steinhoff – Supervisory Board change

Steinhoff International Holdings N.V. (the “Company” or “Steinhoff” and, together with its subsidiaries, the “Group”)

Steinhoff announce that Johan van Zyl, a member of the Supervisory Board of Steinhoff, has, notwithstanding indications that he has sufficient support to be appointed at the AGM on 20 April 2018, decided to withdraw his candidacy for election to the Steinhoff Supervisory Board and has resigned his position as Supervisory Board member of the Company with immediate effect.

Johan van Zyl.

As a consequence of Mr. van Zyl’s decision, the resolution in respect of his reappointment will not be put to shareholders at the AGM. Ms. Heather Sonn, acting chairperson of the Supervisory Board of Steinhoff, commented, “on behalf of the Supervisory Board I would like to thank Johan for his tremendous contribution and commitment in assisting the Company through an extremely challenging period. We wish Johan all the best for the future”.

Danie van der Merwe, acting CEO of Steinhoff, added “on behalf of the Management Board, I would like to thank Johan for his invaluable contribution and unselfish hours and effort during the crisis period to help the Group to survive. His clear directives and wisdom will be missed.”

Mr van Zyl commented “My decision to resign before the AGM is the result of the Company now building for the future, confidence following the board meeting with the Supervisory Board nominees in attendance and the fact that the Independent Committee, which I chair, has finished its work and is no longer required with the imminent appointment of the new board members. I have thus completed my assignment on the Board and fulfilled my commitment to major shareholders of the company.

Read also: Taking a closer look at Steinhoff’s board structure: Did it add fuel to the fire?

While I initially wanted to resign from the Supervisory Board in December 2017, there was a need for me to chair the newly established Independent Committee to provide leadership during the initial liquidity crisis following the resignation of the CEO and other prominent Supervisory Board members. Major shareholders also implored me to provide continuation on the board. While my current board term only expires in 2019, I nonetheless put myself up for re- election to test the confidence of the shareholders in the current circumstances.

Having helped to recruit the nominees for the Supervisory Board, and with their nominations being voted on at the Steinhoff AGM set for Friday, 20 April 2018, my role as chairman of the Independent Committee is no longer necessary as this committee will be abolished following the successful appointment of a new Supervisory Board. Also, seeing the proposed candidates in action, inspires the necessary confidence in me that the board is now sufficiently independent to fulfil its functions into the future.

Read also: Steinhoff lessons: Confused board, overpaid CEO sparked mess – Ted Black

My thanks go to the board members with whom I have worked for nearly two years, and my best wishes go to the new board that will be elected on 20 April. In particular, I want to thank Heather Sonn and Steve Booysen, the two other members of the Independent Committee. We worked closely to pull the company through its initial crisis. I have come to appreciate their courage, competence and commitment to doing the right thing in the interest of the company under difficult circumstances. I have full confidence in the candidates up for
election as Supervisory and Management Board members and wish them well. I will of course be available to assist the Board in any enquiries, as may be required and appropriate.”


Steinhoff director Van Zyl quits two days before annual meeting

By Janice Kew

(Bloomberg) – Steinhoff International Holdings NV non-executive director Johan Van Zyl resigned from the board of the troubled retailer just two days before what could be a tempestuous annual shareholder meeting in Amsterdam.

Van Zyl, 61, was appointed the head of a sub-committee responsible for keeping a closer eye on corporate governance in December after the South African retailer reported a hole in its accounts and the share price crashed. He was among a trio of board members who Steinhoff had earmarked for annual bonus payments before lawmakers objected to the plan earlier this month.

Van Zyl, the co-chief executive officer of investment group African Rainbow Capital Pty Ltd., is stepping down to allow the owner of Conforama in France and Mattress Firm in the U.S. to “build for the future,” he said in a statement Wednesday. The sub-committee he was leading will be absolved following the appointment of a new supervisory board at Friday’s meeting, he added.

He joined the board in 2016, and is also the chairman and former CEO of insurer Sanlam Ltd.

Steinhoff shares have slumped almost 95 percent since the scandal broke out, wiping more than 12 billion euros ($15 billion) from its market value. The company is in frequent talks with lenders to stay in operation, and is being investigated by regulators and law enforcement agencies in several jurisdictions. The retailer has said accounts dating back to 2015 need to be restated, while CEO Markus Jooste and billionaire Chairman Christo Wiese have quit.

The shares gained 7.5 percent as of 3:17 p.m. in Frankfurt.

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