Ken Borland

CSA president Chris Nenzani

Cricket South Africa’s affiliates on Saturday voted to extend the term of president Chris Nenzani, three independent directors and three non-independent directors by another year.

Last year the CSA Board was recomposed to include seven non-independent directors, including the president and vice-president, and five independent directors, and the terms of all directors were set at three years.

But at Saturday’s annual general meeting at OR Tambo International Airport, a special resolution was passed to stagger the tenure of the directors and avoid wholesale changes to the board every three years.

According to the resolutions, Nenzani, three independent directors and three non-independent directors will now stay in office until the conclusion of the 2016 AGM.

The explanatory notes issued with the resolution stated: “The challenge, however, is that each three-year term will present an election conundrum in that all the directors’ terms of appointment would expire and potentially a number of the directors might not be re-elected, meaning that the board could be challenged by the loss of valuable institutional knowledge and memory, thereby impacting the smooth running of the company.”

The AGM also approved resolutions postponing the expansion of the board (as agreed during the Nicholson Commission of Inquiry) to 16 directors (seven independent and nine non-independent) to “an appropriate time” and removing a clause in their Memorandum of Incorporation stating that CSA shall comply with the constitution of Sascoc [South African Sports Confederation and Olympic Committee) and any directives issued by them.

“It is submitted that we should not expressly document this in our MOI in the event that we may in future, for good reason, be forced to legally challenge a directive from any such organisation,” the explanatory notes stated.

 http://www.sport24.co.za/Cricket/Proteas/CSA-extends-term-of-president-20140913

Chris Nenzani was elected as the new president and chairman of the board of directors on Saturday as Cricket South Africa deemed themselves to have emerged from the bonus scandal crisis.

“We have come from a very difficult period and if you had asked me a year ago if there was a crisis, I would have said ‘Yes’.

“But we have now gone beyond those trying times and we are looking forward to a very promising future. We will be checking our governance structure to ensure we regain public confidence and we must remember that the role of the administration is to remain in the background while the players are at the forefront,” schoolteacher Nenzani, the president of the Border Cricket Board, told media after his election at the Wanderers on Saturday.

The annual general meeting was closed to the media, but Nenzani’s only challenger for the post was believed to be Western Province’s Beresford Williams.

Williams is one of the seven non-independent directors elected on to the board, alongside Nenzani, vice-president Peter Cyster (Boland), Andy O’Connor (Easterns), Graeme Sauls (EP), Faeez Jaffar (KZN) and Rihan Richards (GW).

Five independent directors – controversial former CSA president Advocate Norman Arendse, Wesizwe Platinum’s Dawn Mokhobo, Constitutional Court trustee Vusi Pikoli, Absa’s Louis von Zeuner and Old Mutual chief operating officer Mohamed Iqbal Khan – will make up the remainder of the new board.

Non-independent directors will outnumber independents 7-5, but Nenzani said it was unfair for this to be classified as CSA backtracking on its agreements to implement the recommendations of the Nicholson Inquiry into their corporate governance after their former chief executive, Gerald Majola, was implicated in receiving improper bonus payments.

“I wouldn’t say we have backtracked. My understanding is that our restructuring is not just about the composition of the board. As members of Sascoc [the South African Sports Confederation and Olympic Committee], we are committed to continuing our engagement with them. We have to get the right balance between independent directors and those with cricketing knowledge,” Nenzani said.

Acting president Willie Basson, in his outgoing address, said “the incoming board will be faced with a major challenge to comply with Sascoc’s requirement of increasing the non-independent directors on the board to nine representing the geopolitical regions.

“CSA has engaged with the Nicholson process in good faith but in the end found itself stranded between powerful forces and seriously conflicting objectives. Being left stranded between the high aspirations of the Memorandum of Agreement with the Minister [of Sport Fikile Mbalula] and Sascoc’s requirements was both uncomfortable and disappointing.”

The board of Cricket South Africa on Wednesday announced that non-independent, “amateur” directors would continue to form the majority in their new structure, complying with the wishes of the South African Sports Confederation and Olympic Committee.

A special general meeting agreed at O.R. Tambo International Airport on Wednesday that the restructured board would comprise five independent directors and seven non-independent directors for a period of 18 months following the AGM on February 2, after which the board would be expanded to include seven independent directors and nine non-independent representatives from each of the national provinces.

“Initially, the seven non-independent directors will come from the ranks of the presidents of the affiliates, before following the due geo-political regions. Of course we are not entirely happy with this, our goal was to have a 5-5 split of directors, but as a member of Sascoc we have to fulfil their criteria and they are very clear about that,” acting president Willie Basson said after the meeting.

“Rugby and cricket will face huge practical problems implementing this, but the new board will continue to engage with Sascoc because we don’t want to set up conflict with them. But we will also try to ensure the board is not too unwieldy.”

Basson said even though non-independent administrators would be in the majority, contrary to the recommendations of the Nicholson Inquiry, the views and skills of independent voices would still be heard on the board.

“We are the only sports body in the country that has as significant a number of independent directors and that will definitely impact the way the board operates in the future. The independent directors will bring greater objectivity and their skills base to the board,” Basson said.

As proposed in the King III report on corporate governance, a lead independent director will be elected to act as a guide for the chairperson of the board. The president of CSA will act as the chairperson of the board.

“The president will have ultimate authority, without question, as recommended by King III and Sascoc is adamant about that as well. The independent, lead director is appointed in case there is conflict between the president and the board and it is a good governance principle,” Basson said.

Basson confirmed that he will continue to act as acting president until the AGM, despite suggestions the board may ask him to step down in the wake of allegations he was involved in Apartheid-era chemical warfare programs.

“I will carry on until the AGM having explained myself for the umpteenth time to the board and they accepted my explanation. It’s very simple: I had been involved for two years in the 1980s with the defensive side of chemical research and since just before 1994 in exactly the same area for the present government structures,” Basson said.