BMF in spotlight after Vilakazi unleashes court battle to declare 10 directors delinquent

Dr Sibongile Vilakazi, the suspended president of the Black Management Forum.

Dr Sibongile Vilakazi, the suspended president of the Black Management Forum.

Published Mar 11, 2024


Dr Sibongile Vilakazi, the suspended president of the Black Management Forum (BMF), last week filed a Notice of Motion in the High Court Gauteng Division to declare 10 of the organisation’s investment arm “delinquent directors” as contemplated in the Companies Act.

The legal action comes only two months after the board of the BMF in January suspended Vilakazi, amid Wits Business School (WBS) moonlighting allegations that stemming from 2018. The BMF said at the time the suspension was in place until her name was cleared, to protect the organisation’s integrity and reputation.

Vilakazi alleged that there was corporate jostling for control of the BMF's Investment arm (BMFi), which offers lucrative board sitting allowances and a front seat to steering fresh deals.

The BMF, which is a non-profit organisation, owns a 62% shareholding in BMFi, Sanlam 30% and remaining shareholding is accounted for by individual shareholders.

She also alleged that her suspension had become a knife fight by the incumbent board, whose leader “was an ally”, but changed flags when Vilakazi rejected a conversion to the write a blank cheque scheme.

Vilakazi said she had taken a hard stance about the former BMF president allegedly having improperly seconded five BMF board members to the board of the BMFi, to sit as directors therein.

This was done in a manner that constituted a breach of good governance practices, she said.

In an attempt to correct this, the BMF board requested the five directors to relinquish their positions at the BMFi, but they had refused to do so.

Vilakazi said her plea for declaration of the board's delinquency stemmed from a systematic elbowing of her efforts to cleanse the entity's image.

Vilakazi claims in the legal papers, which “Business Report” has in its possession: “At the centre of the respondents’ continued defiance and refusal to relinquish their directorship at BMFi board, was a strong personal desire to take advantage of an opportunity, which came with being a member of BMFi board.

“Their directorship provided them with a rare opportunity to obtain personal gain in the form of earning R10 000 board fee, per meeting attended, unlike the position of BMF board member where no such remuneration is payable,” she said in the papers.

Vilakazi claims the BMFi director responsibilities included making or influencing important company investment decisions, being involved in lucrative investment deals for which one possesses massive insider knowledge, and being in a position to leverage power and extend patronage.

The BFMi holds a diverse investment portfolio worth hundreds of millions of rand largely composed of publicly listed entities in the hotel and leisure, construction, education and transportation sector.

It also has subsidiary companies under its wing, whose management and control is undertaken by their respective board of directors, in which the immediate business interest of the first respondent as the umbrella company, is necessarily represented.

The BMF is entitled to appoint at least five non-executive directors to the BMFi board as non- executive directors, while Sanlam can appoint one director.

In a media statement issued by the BMF last week, it said that the entity remained resolute in its commitment to transparency, integrity and accountability across all operational facets.

It acknowledged Vilakazi’s legal action, saying: “The matter is now sub judice, we are constrained in the level of detail we can provide. However, it is imperative to clarify that throughout this process, Dr Vilakazi has retained her rights as a member, consistent with our Memorandum of Incorporation and code of conduct.”

It added: “We urge our stakeholders to understand the context surrounding these developments and the ongoing internal processes within the BMF. Furthermore, we emphasise the importance of member participation in the upcoming November elections.”