JOHANNESBURG - Cricket South Africa runs the risk of not implementing the recommendations of the Nicholson Inquiry after applications closed for those wishing to serve as independent directors on Wednesday.
When Cricket SA announced on August 31 that it was postponing its Annual General Meeting initially scheduled for September 5, it also stated that it would undertake a review of its governance model making particular reference to outstanding matters recommended by the Nicholson report.
That report had stated CSA should construct a Board made up of a majority of independent directors. However on Wednesday CSA said that the applications for independent directors were to fill just four vacancies on the board, which would leave it with five independents as has been the case for the last seven years.
Cricket SA has stated that its Memorandum of Incorporation (MoI), which is currently being reviewed will have to be changed if it is to fulfill the demands made by the Nicholson Inquiry.
That Inquiry, chaired by retired high court judge Chris Nicholson was set up in 2012 by the then sports minister, Fikile Mbalula to look into the bonus scandal that resulted from South Africa hosting the Indian Premier League in 2009. Following the Nicholson Commission, then CSA chief executive Gerald Majola was sacked. Nicholson’s recommendations included a new streamlined Board of Directors in keeping with modern corporate governance practices. Nicholson recommended a 12-person Board comprising nine independent directors, with a CEO, Treasurer and secretary to round it up.
How CSA’s current decision to fill the vacancies which were there even before the AGM was postponed, square with fulfilling Nicholson’s recommendations are unclear. In addition it appears that CSA’s nominations committee, which is supposed handle nominees made for the board among other things, has effectively been dissolved. Until recently it’s only member was Vuyokazi Memani-Sedile, one of the independent directors brought on board in April, with CSA’s company secretary Welsh Gwaza, a permanent invitee, as he is for virtually every committee.
It is unclear who will handle the process for nominating the new directors, once CSA’s HR consultant, Chantel Moon draws up the shortlist.
On Wednesday Advocate Norman Arendse confirmed that he had submitted his application to be an independent director for the second time. Arendse had served as Cricket SA’s president for two years starting in 2006 and following the partial implementation of Nicholson’s recommendations served as CSA’s Lead Independent Director from 2013 to 2018.
In terms of the current MoI, Arendse has to have been outside of CSA’s structures for at least two years before being eligible for an independent position again.
In an interview with Independent Media last week, CSA’s Members Council representative, John Mogodi confirmed that amendments to the draft MoI had been sent to the provincial affiliates for further input. He added that the MoI needs to be adopted at a special general meeting that CSA wants to hold at the end of October and that the new MoI also needs to be approved by the Companies and Intellectual Properties Commission.
Cricket SA in terms of its constitution needs to hold it’s next AGM within 15 months of the last one, so the organisation is pushing to hold the 2020 AGM by the first week of December.
However it faces numerous challenges, not least of which is the continuing controversy over the forensic audit report.
Sports Minister Nathi Mthethwa appears to still be pondering the implications of the SA Sports Confederation and Olympic Committee Board’s letter that he now resolves the impasse with CSA.
Sascoc stated in its letter to Mthethwa last Friday that it doesn’t have the financial might to pursue what it believes will be inevitable legal proceedings, related to CSA’s determination not to let it see the full forensic audit report compiled by Fundudzi Forensic Services, without a Non-Disclosure Agreement being signed.
Sascoc, which said last week, it had Mthethwa’s support for measures such as the establishment of a task team and the temporary suspensions of some senior CSA officials, also wished Mthethwa well in dealing with what it described as “very serious issues plaguing CSA.”
Mthethwa’s office had not responded to questions at the time of publication.
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