One of two dissenting govt. board members appointed new Chairman

by Sanath Nanayakkare

Rohan Fernando was removed from the post of Chairman of Sri Lanka Telecom yesterday. A few hours after his removal, Fernando called a press conference and said: “I called a meeting of the SLT Director Board at 9 am to discuss usual business. And then I was surprised at the proposal of a motion at the very outset, which was not on the agenda. A situation had arisen where the Malaysian investors of SLT or rather the investors of Global Telecommunications Holdings (GTH) wanted to replace me.

“What surprised me was that a few months ago when there were newspaper reports that SLT chairman would be replaced, those directors wrote a letter denying such a situation and went on to say that it was a decision to be taken by the government being the major shareholder of SLT, and the board of directors had said that they wouldn’t get involved in such a move. That is why I said I was surprised.”

“Clause 105 of the SLT statute says that Directors may appoint and remove the chairman of the board at their respective meetings and may determine the period for which he or she is to hold office. There are ambiguities in the clause though. When the vote came up, two directors who represent the government voted to support my expulsion, which was approved by the Board on a majority consensus.

Reyaz Mihular, a newly appointed director by the government was one of them who voted to expel me and he was appointed as new SLT chairman at the same meeting. SLT has ten directors. Six of them represent the government shares of SLT (about 51%) and other four represent the shares of GTH (about 49%) which has a Malaysian origin. So, when two directors from the government representation voted with the other party, the move was clearly passed. The appointments and the composition of the Board are made through the secretary of the Finance Ministry.

But the Ministry of Finance hadn’t initiated such a replacement move. That’s another reason that makes me surprised at this development. I see it as a boardroom manipulation because this could have been amicably settled through discussion. I thought I should clarify this matter in the interest of SLT and the people of the country. Still I am not sure whether the procedure to expel me was correct or not. I will seek legal advice regarding the matter. I have a letter from the appointing agent which is the Treasury Secretary, therefore, I will get it clarified from the Treasury also.”

“As chairman of SLT, I brought in four main principles to root out corruption, improve efficiency, minimise waste and encourage participatory administration. With these principles. We made a successful and progressive journey. Of course, the Board and the shareholders have a right to fire a chairperson if an organization is performing poorly. But SLT is performing well financially, so it arouses my curiosity how such a thing could have happened without manipulation.”

Fernando said that he had refused to take a salary from SLT and didn’t use a fleet of vehicles or take any house rents. I only accepted a director fee for attending the Board meetings. That is the only perk I had taken. This expulsion is not a loss for me but it came as a shock to me,” he said.

When The Island asked him whether the current Board would have wanted to take SLT in a new direction under a new leader, he replied “If that was the intention, it should have been spelled out at the meeting.”

SLT officially informed the Colombo Stock Exchange yesterday that in terms of the articles of association of the Company, Reyaz Mihular, Independent non-executive director had been appointed as the Non-Executive Chairman of the SLT Board with effect from 20 July, 2023, and Rohan Fernando would continue to be an independent non-executive director of the Board.

Rohan Fernnado was appointed by former president Gotabaya Rajapaksa in January 2020.