A slew of recent media reports indicate that the Johannesburg Property Company has appointed several individuals to its board who, on the face of it, do not possess the necessary skills to govern a significant municipal entity with a property portfolio worth an estimated R8.7 billion. These appointments, which are reported to include a receptionist, a cashier and a person without matric, appear to have been made unilaterally by the MMC for Economic Development.
 
“The Johannesburg Property Company manages 30 000 properties, many of which have reportedly been hijacked—in fact, the devastating Albert Street fire that claimed 77 lives was apparently one of them. The Company’s board bears ultimate oversight accountability for the inadequate management of its valuable property portfolio properly, and it’s no stretch of the imagination to assume that the possible lack of skills could lie at the heart of the problem,” says Professor Parmi Natesan, CEO of the Institute of Directors in South Africa (IoDSA).
 
“Media reports also suggest that the MMC treats the company as a private fiefdom to which political cadres are appointed, based presumably on their loyalty and political importance, and not necessarily their skills as directors. The sad state of municipal entities across the city, and indeed the country, shows the devastating consequences of flouting robust nomination processes for board and senior executive positions.”
 
The IoDSA has repeatedly pointed out that public sector entities face particular challenges when it comes to appointing competent boards. The state, as the sole shareholder, has not been seen to follow best practice in this regard. According to King IV, directors should have the correct mix of skills and experience to discharge their legal duties. A robust and transparent nomination process that includes in-depth vetting of candidates should be followed, says Professor Natesan.
 
“Without such a nomination process, the board members can hardly act competently and independently in order to fulfil their legal duties, which are to the company and not to whoever appointed them,” Professor Natesan says. “I wonder if these directors realise that they can be held personally liable for any untoward decisions they make. Modern-day directors need not only business and sector skills and experience, but also finely honed governance expertise.”
 
The performance of local government generally, including municipal entities like the Johannesburg Property Company, has a direct bearing on service delivery and thus on the most vulnerable sectors of society. The Auditor-General’s Consolidated General Report on Local Government Audit Outcomes 2021-22, an annual report on audit outcomes for entities governed by the Municipal Finance Management Act, notes that fruitless and wasteful expenditure continues to balloon. It doubled in 2021-22 to R4.74 billion, plus an estimated R5.19 billion in financial loss from non-compliance and fraud. It is clearly imperative that municipalities and municipal entities are properly governed, and the Auditor-General highlights the need for competent people to be appointed to municipal structures, and for governance to be strengthened.
 
“The Johannesburg Property Company is just one of many municipal entities that are perceived to be – and often are – underperforming, with one of the reasons for that underperformance reasonably assumed to be that board appointments are not necessarily made with the entity’s needs in mind,” she argues. “These entities need proper governance and strong oversight or they are likely to fail to do their jobs, with disastrous consequences for society and our country.”
​
ENDS

MEDIA CONTACT: Idéle Prinsloo, [email protected], 082 573 9219, www.atthatpoint.co.za
 
For more information on the IoDSA please visit:
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Twitter: @The_IoDSA
LinkedIn:  Institute of Directors in South Africa Company Page  
Facebook: Institute of Directors South Africa

Futuregrowth Asset Management recently raised concerns about the inordinate time it is taking to fill six vacant positions on the Transnet board. These concerns are valid and point to governance issues that should be seriously considered by all boards, says Parmi Natesan, CEO, Institute of Directors in South Africa (IoDSA).
 
“Futuregrowth’s analysis shows that the failure to fill six vacancies in a 12-person board has made it less able to tackle the serious challenges the company faces—a matter of considerable concern given its pivotal role in our economy,” she points out. “In the best of times, a board needs the right mix of skills to steer the organisation well, but in a tricky economic climate and facing significant challenges, the lack of board skills is existential.”
 
For a start, Transnet’s sparsely populated board table means that important board committees like the audit committee, social and ethics committee, and risk committee could be missing critical skills. These committees fulfil vital roles in the governance of the organisation, and particularly in relation to its ability to rise to the challenges it faces.
 
“Organisations and board chairs must pay particular attention to the need for the board to have, in the words of King IV, ‘the appropriate balance of knowledge, skills, experience, diversity and independence for it to discharge its governance role and responsibilities objectively and effectively’ (Principle 7),” Natesan says.
 
A related issue is the fact that the terms of office of the six remaining non-executive directors will expire in May 2024. While the principle of rotating board members in a staggered fashion to ensure that skills are renewed and diversity improved is a good one, it is clearly counterproductive for so many board members to leave at once.
 
“We see this kind of mass reshuffling of boards particularly in the public sector. The motivation behind rotation is good, but it needs to be handled intelligently to ensure that invaluable institutional memory is not lost,” she says. “Organisations need to focus on striking a balance between continuity and renewal.”
 
Another important consideration is succession planning. If board members are going to be rotated regularly, as best practice suggests, then the organisation needs to ensure that individuals with the right skills—including professional directorial skills—are ready in the wings. Succession planning thus needs to proceed in parallel with an ongoing skills audit to ensure that the board understands what skills it needs, and that the individuals nominated for it have them.
 
“Nobody in South Africa at least now doubts the important role that governance and oversight play in ensuring organisational health and effectiveness,” Natesan sums up. “The corollary—that the board needs to have the right mix of skills in order to fulfil this vital function—is equally true.
​
ENDS
 
MEDIA CONTACT: Stephné du Toit, [email protected], 084 587 9933, www.atthatpoint.co.za
 
For more information on the IoDSA please visit:
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Twitter:  @The_IoDSA
LinkedIn:  Institute of Directors South Africa Company Page  
Facebook: Institute of Directors South Africa

The decision by the board of Absa to remove Sipho Pityana has provoked an enormous amount of controversy and a great deal of debate. Parmi Natesan, CEO of the Institute of Directors in South Africa (IoDSA) says that the public needs to ensure it understands the law relating to the removal of a director, but that it also takes into account the complexities of the decision process the board would have undertaken.
 
“The legality of Mr Pityana’s removal from the Absa board will be decided in reference to the stipulations of the Companies Act, which provides the conditions under which such an action may be taken,” she says.
 
In terms of the Companies Act, there are two ways to remove a director. One is for the shareholders of the company to adopt an ordinary resolution at a shareholders’ meeting. The persons entitled to exercise voting rights in the election of a director would be eligible to vote in this matter.
 
Alternatively, as was the case in this instance, the board can remove a director via a board resolution if a director or shareholder has alleged that the said director has become ineligible or disqualified from sitting on the board; is so incapacitated that he or she cannot perform directorial functions and is unlikely to regain that capacity within a reasonable time; or has neglected or been derelict in performing his or her directorial functions.
 
In both cases, the affected director needs to be given notice of the meeting and the content of the resolution, as well as reasonable opportunity to make a presentation prior to the vote taking place.
 
“We live in the Age of Social Media, and we are often quick to form and then voice strong opinions. In this instance, the Companies Act lays down the framework under which a director may be removed from office; and there is a due process to be followed,” she says. “In addition, even after the decision, the director concerned has the right to apply within 20 business days to a court to review the determination of the board.”
 
We will now wait and see how this further legal process unfolds. This is a highly complex case, with many issues to be taken into consideration. One thing is clear though—boards have to take tough decisions if they believe it is in the best interests of the company, while staying within the lines of the law. Whether this was the case is a matter for the experts to decide, and we should let them do so.
 
ENDS
 
MEDIA CONTACT: Idéle Prinsloo, 082 573 9219, [email protected], www.atthatpoint.co.za
 
For more information on the IoDSA please visit:
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Twitter:  @The_IoDSA
LinkedIn:  Institute of Directors in Southern Africa Company Page  

In his much-lauded State of the Nation Address (SONA), President Cyril Ramaphosa devoted considerable attention to the challenge of rooting out corruption in government. “This is the year in which we will turn the tide on corruption in our public institutions,” he declared.

In this regard, President Ramaphosa made two key announcements in SONA.

Base SOE board appointments on competence
The first is that board appointments in the public sector will be based on “expertise, experience and integrity”—and not, by implication, on political connections or amenability to corruption.

“This is very good news; the IoDSA has consistently pinpointed the appointment of unskilled people to boards and a lack of due diligence on those appointments, as key weaknesses in our state institutions,” says Parmi Natesan, Executive: Centre for Corporate Governance at the Institute of Directors Southern Africa (IoDSA).

“In July last year government gave an undertaking to finalise a framework for board appointments as part of National Treasury’s Inclusive Growth Action Plan. The IoDSA made several recommendations at that stage, and we hope the President’s promise means the framework will be finalised and implemented. We are here and ready to help.”

Natesan points out that the ongoing tribulations at most state-owned institutions, as well as within the private sector, strengthen the IoDSA’s argument that building a cohort of professional directors is imperative in order to strengthen our economy’s ability to grow. To that end, the IoDSA has  formal Chartered Director (SA) and Certified Director designations that provide a framework for directors to acquire and demonstrate the specialist skills, experience and integrity needed to discharge their duties with mastery.

Remove SOE board members from procurement roles
Second, the President specifically promised to remove board members from any role in procurement, something that has become commonplace in some state-owned enterprises.

Comments Ms Natesan, “To ensure a well-governed, ethical organisation, it is essential that there is role clarity: directors must focus on governance and not get involved in operational matters like procurement. Doing so compromises their independence. Directors have to have unfettered discretion in making decisions in the best interests of organisation—they cannot be influenced by other considerations, such as who should get a certain contract.”

Natesan says that boards must develop ways of discharging their oversight role that do not cross the line into operational involvement, especially in areas like procurement, which is a high-risk area for public entities. These might include obtaining assurance from internal and external audit, ensuring that the organisation complies with relevant legislation such as the Public Finance Management Act, and instilling an ethical culture in the organisation through value-based leadership and a code of conduct—backed up by zero tolerance for unethical behaviour. Other tools would include proper oversight by the social and ethics and audit committees, and ensuring that the organisation has robust procurement (and other) policies and procedures.

Lead by example
Given the ultimate responsibility of governing bodies for the governance of ethics, it is critical that they themselves act ethically.

“The essential first step to achieving this laudable goal is to instill leadership that is both effective and ethical (as espoused in the first principle of King IV) across all sectors. If this does not happen, it is pointless to implement governance in a tick-box approach.  

“The link between ethical and effective leadership is one of the distinguishing features of King IV, and I think recent events have shown us the fundamental truth of this.”

The IoDSA has consistently argued that ethical institutions in both the public and private sectors alike are created from the top down, and that an organisation’s directors bear the main responsibility for ensuring that ethics are embedded in its DNA.

ENDS

MEDIA CONTACT: Juanita Vorster, 079 523 8374, [email protected], www.atthatpoint.co.za

For more information on the IoDSA please visit:
Website:  www.iodsa.co.za
Twitter:  @The_IoDSA
LinkedIn:  Institute of Directors in Southern African Company Page

Government’s undertaking to finalise a board-appointment framework for state-owned entities (SOEs) by March 2018 is warmly welcomed by the Institute of Directors in Southern Africa (IoDSA). The move is one of the key steps outlined in Government’s Inclusive Growth Action Plan, which was released by the National Treasury on 13 July 2017. The Plan is intended to kick start economic growth, end the recession and stave off further downgrades. 

“State-owned entities are key enablers of economic growth, particularly in South Africa, and the IoDSA has repeatedly argued that their lack of performance is linked to imperfect governance, particularly when it comes to appointing directors,” notes Parmi Natesan, Executive: Centre for Corporate Governance at the IoDSA. “We will certainly be making our specialist expertise in this area available to Government going forward, as it works to create the framework for appointing SOE board members.”

Natesan says that the IoDSA has already interacted with the Department of Public Service and Administration in this regard, and has made several recommendations for its consideration. As the torchbearer for corporate governance and the convenor of the King Committee, the IoDSA will certainly hold itself ready to contribute further as Government gets down to the details of the proposed framework. 

The IoDSA has long argued that “board composition probably has the greatest single impact on the future success of an organisation”, to quote its recent board appraisals benchmark study. 

Directors need to have the requisite knowledge, skills, experience and personal qualities, and should be appointed through a formal, independent process. This is critical in any organisation, but particularly for SOEs because of their influence on the rest of the economy, and the difficulty of keeping political and economic goals separate. 

As the IoDSA has pointed out before, it is critical that the state as shareholder and the board understand their respective roles, and that undue political interference in the appointment of board members is avoided. Boards cannot be held accountable for the SOE’s performance if they are unable to exercise their judgement freely and in the best long-term interests of the organisation, Natesan says. 

Another critical factor is the need for demonstration of appropriately skilled and experienced directors. To help resolve this, the IoDSA is playing a leading role by providing training related to each of the 20 competencies identified in its Director Competency Framework. It has also introduced the professional Chartered Director (SA) designation in 2013 and more recently the Certified Director designation, in a bid to professionalise the directorship role, providing directors with a way to ensure they build the right competencies; and organisations with a way to ensure they are getting the directorial talent their boards require to function effectively. 

The final piece of the puzzle is regular, objective assessments of board performance. 
“The IoDSA is committed to improving corporate governance across South Africa. Effective corporate governance can improve organisational performance over the long term, which has socio-economic benefits for the country as a whole, but it will also contribute to reversing the perception of corruption that is swamping our public life,” Ms Natesan concludes. “While the IoDSA is a non-statutory, voluntary body and cannot act directly to penalise improper conduct, we have a key role to play in building awareness, providing training and guidelines, and influencing governance policy. We believe this element of the  Inclusive Growth Plan offers a great opportunity for us to do so.”
ENDS

MEDIA CONTACT: Carla Coetzee, 072 112 8347, [email protected], www.atthatpoint.co.za 

For more information on the IoDSA please visit:
Website:  www.iodsa.co.za
Twitter:  @The_IoDSA
LinkedIn:  Institute of Directors in Southern African Company Page