Due to the breach of trust between shareholders of Brookstone Partners Morocco (the “Company”) and an ongoing criminal dispute against its Chairman and CEO, Mr. Omar Belmamoun, two Directors have resigned. Effective immediately, Mr. Michael Toporek and Mr. Matthew Lipman are no longer members of the Company’s Board of Directors. As a direct result, Matthew Lipman has also given resignation from his position as Deputy CEO.
After learning of the alarming conclusions made in an expert report which highlighted acts of abuse of corporate assets, misappropriation and fraudulent use of the Company’s funds contrary to its interest and corporate purpose and solely for the benefit of Mr. Belmamoun and his relatives, it is Mr. Toporek and Mr. Lipman’s belief that these resignations are justified.
In addition to the above-mentioned and alleged criminal misconduct, it is Brookstone’s position that, “Mr. Belmamoun systematically refused to grant access to the Company’s economic, accounting and financial information to Mr. Toporek and Mr. Lipman. Mr. Belmamoun deliberately ignored a judgment–confirmed again in an appeal–against the Company, forcing it to release the required financial records, despite a penalty payment of MAD 1,000 per day of non-compliance.”
The Director’s role in an independent, diligent and well-informed manner, and in accordance with the Moroccan law 17-95 as modified and supplemented by law 20-05 regulating joint-stock companies, is the basis for a secure and successful company. This requirement is particularly reinforced in the case of companies’ subject to reinforced regulations or undertaking commitments with the Moroccan administration. This is the case of Brookstone Partners Morocco, an investment firm approved by the Ministry of Finance and subject to the supervision of the Moroccan Capital Market Authority, which was the first company to have Casablanca Finance City status.
In consideration of these recent resignations, the minimum number of Directors required by law and the Company’s Articles of Association, is no longer met; and therefore, this Board of Directors is invalid and must be reconstituted.
The Chairman of the Company is now required to convene a General Shareholder’s Meeting within thirty days from today in order to reconstitute the Board of Directors and appoint a new CEO.