CHAIRMAN’S LETTER
DEAR SHAREHOLDERS,
We are grateful to present Trustco Group Holdings Limited’s annual report for 2023. Within the following pages, we probe into the essence of Trustco’s past year, encapsulating our achievements, challenges
and future aspirations. This report serves as a reflective account of our journey and a guiding blueprint for the road ahead. Together, we explore the purpose, values and accomplishments that underscore Trustco’s commitment to sustainable innovation and the equitable creation of wealth for all shareholders.
In this report, I aim to provide context to Trustco’s ongoing litigation. Before delving into the specifics, I want to emphasise the following key points:
• Whenever the company, through its board members, executive team or management, errs, we take full responsibility, rectify the issue and accept the consequences.
• Until now, neither any court nor regulator has identified any malice or wrongdoing by Trustco, its board members, or its executive team. Quite contrary, multiple instances have seen the JSE, Financial Services Tribunal, and the High Court of South Africa confirm the absence of malice from Trustco, its board members, or its executive team.
What are the reasons behind Trustco’s involvement in litigation? Martin Luther King said: “Injustice anywhere is a threat to justice everywhere”.
THE JSE
Trustco and the JSE have been engaged due to proactive monitoring by the JSE, resulting in a directive for Trustco to restate its annual financial statements. This has led to a legal dispute, with all related court documents available on the company’s website. During the previous reporting period, Trustco complied under protest with the JSE’s directive, although this matter remains under appeal and Trustco was
granted leave to appeal against the judgement, delivered by the High Court of South Africa, by the Supreme Court of Appeal in Bloemfontein.
Trustco prioritises adherence to rule of law.
The core disagreement between the JSE and Trustco centres on two primary points: Firstly, in instances where there’s a difference in opinion regarding the accounting treatment of a financial transaction, Trustco believes that the board, responsible and accountable for the accuracy of these statements, should be afforded significant “deference”.
However, the Court ruled in favour of the JSE and provided deference to the JSE’s opinion as a regulator, suggesting that a regulator’s judgement holds precedence over the company’s board of directors who is acting on the advice of its independent expert advisors and auditors. This grants the JSE authority to determine the appropriateness of a company’s financial statements, regardless of the fact that the board of directors consulted with and acted on the advice of various expert opinions, which is significant, particularly in a listed environment across various jurisdictions.
Trustco is actively working to mend its relationship with the JSE.
Nonetheless, we advocate for the Highest Court of Law to intervene, emphasising the importance of clarifying and upholding the rule of law in circumstances that I personally believe will become untenable for board members to operate in, if any regulator can, years later, instruct that financial statements must be changed.
THE NAMIBIAN REVENUE AGENCY (NAMRA)
Trustco took legal action, filing an urgent review application and constitutional challenge against NamRA following NamRA’s directive to freeze both Trustco’s and its investees’ bank accounts.
Subsequently, NamRA retracted the issued notices to freeze the accounts. The constitutional challenge pertains to NamRA’s authority to unilaterally “sweep” funds from an entity’s bank account without due
legal process, instructing the transfer of funds without notice until the last cent, similarly to operate executive.
In this context, NamRA’s amnesty program, designed to waive penalties and interest upon full payment
of outstanding capital amounts, encountered discrepancies. Trustco and NamRA’s executives are actively collaborating to rectify these payment allocations and resolve discrepancies.
Nevertheless, we firmly believe that no entity or government should wield authority without due process, seeing it as an infringement upon the constitutional rights that have been hard-won in our country. We echo the sentiment expressed by Benjamin Franklin: “Justice will not be served until those who are unaffected are as outraged as those who are.”
TRUSTCO, ELISENHEIM PROPERTY DEVELOPMENT COMPANY AND HELIOS
Helios and Trustco have a dispute over a facility agreement. Helios demanded payment of an outstanding amount and Trustco counterclaimed for mala fide misrepresentation.
TRUSTCO BANK NAMIBIA AND BANK OF NAMIBIA (BON)
Trustco initiated a review application against BoN and the Government of the Republic of Namibia, specifically challenging certain legislation granting BoN unchecked authority to issue directives without
due process. In response, BoN countered with a liquidation application against Trustco Bank and sought suspension of Trustco Bank’s banking license.
Commercial banking represents but 0.1% of the total investment portfolio of Trustco. Subsequently, BoN amended the Banking Institutions Act in 2023, rectifying various of the issues raised by Trustco in its review application launched against BoN. While Trustco is actively pursuing a commercial resolution, it advocates for all forms of authority to be governed by due process and independent oversight that is
exercised in a just, fair and reasonable manner with a purpose to stimulate economic growth for all citizens of the Republic of Namibia.
As James Baldwin asserted, “It is certain, in any case, that ignorance, allied with power, is the most
ferocious enemy justice can have.” There exists a delicate equilibrium between advocating for justice
and safeguarding shareholders’ value. Throughout this reporting period, the share price remained stable,
a consideration deeply deliberated by the board.
Acknowledging this, we are committed to addressing this matter in our future.
At the heart of Trustco’s journey lies a resolute dedication to a guiding vision and a mission that defines our purpose. Our vision, deeply rooted in Namibia while reaching into broader African and emerging markets, aims for sustained growth, fostering wealth for our shareholders, investors and employees. This aspiration is not solitary but a collective pursuit to effect positive change in society and the environment.
Upholding the highest standards of corporate governance stands as a fundamental pillar of Trustco’s success. Our governance framework stands on pillars of transparency, accountability and integrity. We diligently adhere to regulatory standards and international best practices, ensuring that our operations maintain the utmost integrity. At Trustco, ethical conduct is non-negotiable; it forms the core of our corporate ethos. Our commitment to ethical practices goes beyond mere compliance. It steers every decision and shapes interactions with all stakeholders. Trust and credibility take precedence in all our endeavours, recognising their role as the foundation of enduring relationships.
While the road ahead may present challenges and uncertainties, guided by our core values, we remain
confident in our ability to emerge stronger and more resilient. Collaborating with stakeholders and
partners, we aim to forge and sustain a future that is prosperous, sustainable and firmly rooted in ethical
principles.
In conclusion, I extend my sincere appreciation to my fellow board members, our dedicated shareholders,
investors, executive team, employees, partners and the broader supporting communities. Your unwavering trust and steadfast support serve as the cornerstones of our success. Together, we will
continue shaping a brighter future.
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ADV RAYMOND HEATHCOTE SC INDEPENDENT, NON-EXECUTIVE DIRECTOR |
