This comes after the Mail & Guardian last week reported that SAA chair, Dudu Myeni, had recently missed several special board meetings, and that her colleagues on the board were taking legal advice in this regard.
Parmi Natesan, executive for IoDSA's Centre for Corporate Governance, said if these reports were true, they may indicate that Myeni was failing to fulfil some of her duties as a director, and more specifically as chairperson.
Natesan said in a statement that the reports also demonstrated the intimate connection between good governance and organisational performance and sustainability. "It is common knowledge that SAA is in dire financial straits, and has been for some time.
At such a time, more than ever, the board and especially its chair have a critical role to play in providing leadership in steering the organisation into calmer waters," Natesan said.
"Not attending several special board meetings at a time such as this is worrying, especially given that board meetings are typically scheduled around the chair’s availability in the first place."
Natesan said the law required directors to exercise care, skill and diligence in their role. It is generally agreed that in this context, board members should not only attend meetings, but also prepare rigorously for them in advance, so that they can make a valuable contribution.
If they cannot attend, they should furnish valid reasons to the rest of the board, and also consider providing input before the meeting on the matters to be discussed.
"It would also be interesting to know whether the SAA board has a deputy chair in place, or a lead independent director, to ensure that meetings can proceed effectively in the chair’s absence," Natesan said.
"The troubles at SAA and other parastatals provide yet more support for what the IoDSA has always emphasised: the principles of good governance are integral to improved performance and sustainability. We hope the board will show the courageous leadership that is needed to pull the organisation back on track."
Meanwhile, Myeni faced a grilling on Monday during a hearing at the Companies Tribunal on whether she acted in a delinquent manner in her capacity as director of the SAA board.
Myeni was served with a compliance notice by the Companies and Intellectual Property Commission (CIPC) following claims that she misrepresented a board decision about the multi-million-rand deal to lease 10 Airbus aircrafts for SAA. In 2013, Myeni reported to then Minister of Public Enterprises Malusi Gigaba that the board decided to lease two new planes, when in fact it had decided to lease 10.
Myeni argued that she mistakenly misrepresented the information. The Companies Tribunal reserved its decision.