Ken Borland

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.

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

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.