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.

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