Penwarden said he could never understand the logic behind the amount, because even if the transaction fee had been based on the earlier SAHL shareholding transaction, the fee should have been about R4.27m, not R45m.
He said he was surprised when Maponya claimed former PIC chief executive Dan Matjila had agreed that he should be paid the facilitation fee.
Over the past few weeks, the commission heard how Maponya and fellow SAHL non-executive director Wellington Masekesa, who previously worked for the PIC, tried to solicit the transaction fee.
Penwarden said although the SAHL board were under the impression that there was an arrangement between the PIC and Maponya’s consortium, Matjila emphatically told him that there was none.
He said Maponya also failed to submit documentation outlining the services that were supposed to have been rendered for the amount.
Penwarden said SAHL director Zakheni Dlamini told him that Maponya and Masekesa had met with Matjila, who in turn had allegedly agreed to pay the amount on condition that it was regularised through increasing the transaction fee basis point percentage on a second R10bn loan to SAHL from 0.5 percent to 0.95 percent.
He said Matjila was very clear that Maponya and his consortium had not delivered any services and there was no contract.
“He (Matjila) was abundantly clear on this point, which led me to realise that his name had been brought in as part of a concocted proposal,” Penwarden added.
“The second reason was that I had rejected the proposal out of hand, no matter who may have been involved, and I did not need confirmation or denial from any parties.”
Penwarden said that Maponya and Masekesa’s behaviour was in breach of the Companies Act, their fiduciary duties as non-executive directors, the improper use of insider information at SAHL, and “a whole lot of other things”.
He said the two had been given an opportunity to state their case to the SAHL board in May, but the meeting deteriorated into a wrangle, where one of the directors launched “vigorous rebuttals and denials”.
Penwarden said the SAHL board was deliberating on the way forward and would present its case at the next board meeting.
The commission will resume its hearings in three weeks.