Ken Borland

Cricket South Africa’s Members Council might not yet quite be the beacons of good governance all lovers of the sport hope they become, but Wednesday night’s continuation of their AGM was an efficient 20-minute process in which they accepted Advocate Norman Arendse as an independent director and voted for all four members of the crucial Audit, Governance and Risk Committee to be independent directors as well.

The Members Council’s unanimous dissatisfaction with Arendse, a former president and lead independent director of CSA, was one of the flashpoints during the first sitting of the AGM at the weekend. The Nominations Committee agreed to reconsider but came back with the advocate as the best candidate.

Given that CSA’s new Memorandum of Incorporation makes it quite clear that the Nominations Committee have the final say, the Members Council wisely put up no resistance on Wednesday night.

The 63-year-old Arendse has been a controversial figure, attracting criticism for his continued interference in the selection of the national team and a brusque manner that has been described as bullying, and is not held in any particular fondness by the players.

With memories still fresh of how CSA’s previous Audit and Risk Committee failed so dismally to deal with the malfeasance and impropriety laid bare in the Fundudzi Report, it was pleasing to see the Members Council ensure this crucial body will be totally independent.

Seasoned governance and procurement expert Dr Lawson Naidoo will chair the committee, with Steven Budlender SC, a silk who has made his name in public interest litigation, Simo Lushaba, a leading figure from the Institute of Directors and governance expert who has sat on and chaired numerous boards,  and Mark Rayner, the former CEO of MultiChoice, the other members.

Cricket South Africa’s Members Council on Wednesday approved the new constitution that embraces the governance recommendations of the Interim Board based on the Nicholson Report, which means the organisation can now move on to the process of choosing their new board made up of independent and non-independent directors.

The Interim Board on Wednesday clarified the process by which these directors will be appointed, disputing suggestions published by The Citizen that they have any knowledge of who the applicants to be independent directors are and that they play any role in drawing up a shortlist for the Nominations Committee.

The Nominations Committee should be in place later this week and that six-member panel will comprise either a men’s or women’s former international player nominated by SACA, alongside a former CSA president nominated by the Interim Board, a Members Council representative and people from the Institute of Chartered Accountants, Institute of Directors and the Legal Practice Council.

“The Interim Board does not know who has applied and will not be involved in the nominations process other than recruiting one former CSA president to serve on the Nominations Committee. All the applications are under lock and key in the office and will be passed on directly from the office to the Nominations Committee as soon as they are in place,” Interim Board spokeswoman Judith February told The Citizen.

The planning for the long-delayed AGM of Cricket South Africa can now go ahead, with the election of the new board likely to happen around May 14, which is when the extended tenure of the Interim Board is set to end.

Interim Board chair Dr Stavros Nicolaou said he was looking forward to the focus now moving from the boardroom to the field of play.

“Cricket is now poised to move forward with a new governance structure. We look forward to taking the focus away from the boardroom and to the field of play, especially ahead of the T20 World Cup later this year. I would like to thank the Members’ Council for ensuring that this resolution is passed.

“We have now reached the stage where we can move to complete one of the outstanding issues of our mandate which is to hold the Annual General Meeting. We have kept Minister Nathi Mthethwa fully briefed on the latest developments,” Nicolaou said.

The Minister will hold a joint press conference with the Interim Board and the Members Council on Friday, at which the new Memorandum of Incorporation is expected to be made public as South African cricket finally starts to emerge from two years of poor leadership, in-fighting and enormous damage to its credibility.

Cricket South Africa’s Interim Board have clarified the process for the appointment of independent directors and, as long as the Members Council are still behaving like adults and have given the new MoI majority approval by 11am on Wednesday morning, what the new constitution says about the recruitment of new board members will be thoroughly explained to the public.

The Interim Board on Wednesday morning disputed suggestions published by The Citizen that they have any knowledge of who the applicants to be independent directors are and that they play any role in drawing up a shortlist for the Nominations Committee.

“The Interim Board does not know who has applied and will not be involved in the nominations process other than recruiting one former CSA president to serve on the Nominations Committee. All the applications are under lock and key in the office and will be passed on directly from the office to the Nominations Committee as soon as they are in place,” Interim Board spokeswoman Judith February told The Citizen.

The Interim Board hope to make the whole Memorandum of Incorporation public once the Special Resolution accepting it has been confirmed and will hold a briefing to take the media through the process thereafter.

The Nominations Committee also needs to be put in place later this week and that six-member panel will comprise either a men’s or women’s former international player nominated by SACA, alongside a former CSA president nominated by the Interim Board, a Members Council representative and people from the Institute of Chartered Accountants, Institute of Directors and the Legal Practice Council.

“The Interim Board is certainly not going to be appointing the new board and according to our agreement with the sports minister, nobody from the Interim Board is going to be standing for the new board,” February added.

While a majority independent board and an independent chair have been the most well-publicised aspects of the new Cricket South Africa constitution eventually agreed to by the Members Council, the process by which independent directors are appointed is another vital pillar of the new MoI … and it is now raising concerns among stakeholders in the game.

The MoI puts into place a Nominations Committee which will be a six-person panel comprising either a men’s or women’s former international player nominated by SACA, alongside a former CSA president nominated by the Interim Board, a Members Council representative and people from the Institute of Chartered Accountants, Institute of Directors and the Legal Practice Council.

The only problem with the Nominations Committee is that their word is final and the non-independent directors, or anyone else, are not allowed to object to the names they come up with.

The dangers of that clause are brought into focus by the first board that will serve under the new MoI. Because the Nominations Committee will only exist after the new constitution is formally adopted on Wednesday, they will be picking from a list that the Interim Board have seemingly put together from the applicants who put themselves forward before the cut-off date for applications, which was in February.

It is hardly an independent process because nobody knows who applies and who handled the applications, apart from the Interim Board.

Given the schisms in South African cricket that are obviously still present even though they will ‘officially’ be signed away on Wednesday, there is still an atmosphere of fear and uncertainty out there, and that has led to all manner of speculation and rumour about who CSA’s new directors will be.

The return of Norman Arendse, president of CSA from 2007 to 2008 and a controversial figure because of his continued interference in the selection of the national team, has been mooted, while some administrators have warned of a new wave of cadre deployment as they fear Minister of Sport Nathi Mthethwa wants to drive the ANC agenda in cricket.

Other administrators have called for the institution of an independent administrative office to handle applications for independent director posts, which would then pass them on to the Nominations Committee, with independent auditors exercising oversight through the whole process.

The process of appointing independent directors has the potential to be the new battleground of South African cricket.