Ken Borland

Judging by the summary of the Fundudzi Forensic Report released by Cricket South Africa on Monday, it would seem dismissed CEO Thabang Moroe failed “to act with the degree of care, skill and diligence that may reasonably be expected” on an almost daily basis and the report exposes just how shambolic the running of the game had become under his watch and that of the Board.

The Fundudzi Report was commissioned, according to non-independent director John Mogodi in his presentation on Monday, to “investigate various governance issues, lapses in CSA controls and governance oversights” between January 2016 and December 2019. And it uncovered an extensive list of actions and inactions that justified disciplinary measures against Moroe.

But certain other staff members, most notably former chief operating officer Naasei Appiah, who was dismissed in mid-August, are also implicated in misgovernance and the Board itself is accused of dereliction of their fiduciary duties.

Moroe, however, is mentioned a dozen times: for contravening the CSA Code of Conduct when he revoked five journalists’ media accreditation, his failure to ensure the South African Cricketers’ Association were paid their image rights timeously which amounted to treating the players’ union with disdain and causing CSA to suffer reputational damage; several instances where he failed to follow procurement protocols and did not act in the best interests of CSA; misleading the Board when it came to exercising their step-in rights with the Western Province Cricket Association, and in failing to ensure due diligence was done in signing Global Sports Commerce for the Mzansi Super League; excessive credit card expenditure and the irregular appointment of a consultant who was not qualified for the post as head of human resources.

The fact that the CSA Board were so easily misled by Moroe and others will tickle those who have long stated that many of the directors are not fit for office.

Former independent director Mohamed Iqbal Khan and current acting president Beresford Williams were both accused of contravening the Companies Act due to a conflict of interest surrounding FinCom’s decision to make loans to the Western Province Cricket Association.

The Board also approved the agreement with GSC despite never being shown the due diligence report they had previously insisted on and GSC’s failure to provide a bank guarantee. Only 8% of the R169 million the Board has approved in loans to their affiliates for stadium upgrades has been paid back since May 2017, with several of the provincial presidents that benefit from the loans sitting on the CSA Board.

Fundudzi also found that CSA have had no effective internal audit unit for the last four years and the extension of Khan and Dawn Mokhobo’s terms as independent directors last year contravened their own Memorandum of Incorporation.

Mogodi said CSA’s lawyers, Bowmans Gilfillan, had recommended disciplinary processes against other employees of CSA and that although it was still early days in terms of those investigations, “we have already taken action on many findings and the Board are determined to act without fear or favour. We will not tolerate fraud, corruption or mismanagement”.

Fundudzi recommended criminal charges be laid in respect of the Service Provider X deal which saw Moroe and Appiah, without following the correct procurement processes, approve payment of nearly R3.5 million for services that have not been delivered.

Cricket South Africa’s Members Council, having studied a summary of the Fundudzi Forensic Report over the weekend, have decided that whatever the governance failings of the Board of Directors were, they are not terrible enough to warrant them stepping aside ahead of the AGM, which has to be held by November 5.

The 14-strong Members Council includes seven members of the Board, an awful structural defect which perhaps made stronger action impossible. Nevertheless, there does seem to be a strong desire for change in CSA’s governance structures and how the Board is constituted. The weekend bosberaad decided that CSA’s Memorandum of Incorporation is to be revised with special attention given to the composition and roles of the Members Council, the Board of Directors and executive management.

But it is the current Board who will be responsible for the implementation of these changes before the AGM.

“The summary of the forensic report was quite comprehensive and covered all the burning issues. Just the litigation-sensitive stuff was kept from us on the advice of legal counsel from Bowmans Gilfillan so as to protect the case they are building against the relevant people. But there was not much in there that should affect the appointment of directors. Not many of the responsible people remain on the Board.

“There are things that could have been done better and some decisions made by the Board were not great. But often they rely on senior management to feed them the information, you trust that information to be correct and then six months later when you discover that it is not, then it’s too late. But I can’t really see why it was kept from the public,” a Members Council delegate told The Citizen on Sunday night.

The Members Council will now have their meeting with Sascoc, who have called for the Board and executive management to stand aside and allow the independent task team they are appointing to conduct an investigation into the affairs of CSA, on Monday evening.

But the practicalities of who would actually be in charge of the operations side of CSA, as well as what is seen as “quite an aggressive overstep by Sascoc”, makes it unlikely that CSA will agree to the Sascoc demand for directors to step aside.

A date for the AGM, originally scheduled for September 5, has not been finalised, but the controversy over the nominations process for new directors was discussed. The process will now be overseen by an interim selection panel comprised of people from both within and outside the game.

The proposed changes to the MOI will all need to be ratified at the AGM.