SABC Board complaint against Board Member Advocate Cawekazi Mahlati

Meeting report

Opening remarks
The Chairperson said the meeting sought to establish details around the process followed on an enquiry against one of the SABC Board Members, as well as the authority of the Board to act. In the morning the Adv Cawekazi Mahlati, the Board Member concerned, indicated she had a lot of things to say. The Committee would listen to presentations from the Board, and Ms Mahlati. The Committee would at a convenient time meet and decide on what it would do about the presentations. That would be done according to the legislation that empowered the Committee to do certain things. The matter emanated from last week's meeting that dealt with governance at the SABC. This was not an inquiry, just an opportunity for the Committee to hear the matters arising and have the facts at hand.

SABC's presentation
Mr Ben Ngubane, SABC Board Chairperson, said since joining the Board at the end of June 2011, Ms Mahlati had been impossible to work with. She continually questioned and doubted every action that the Board had taken prior to her joining. The Board tolerated that; but it felt obstructed when she questioned the appointments of an executive search recruitment company and, Deloitte and Touche (crafters of the turnaround strategy). There were several other decisions that she questioned. The Board made those decisions within the scope of its responsibilities and due processes were followed.

Mr Ngubane said he had met the former Minister of Communication (Siphiwe Nyanda) and the Minister of Finance (Mr Pravin Gordhan) early in 2010, and had agreed that he would appoint SABC representatives to the monitoring task team (MTT), as per the requirement of government guarantee conditions. They were to report monthly on progress being made to meet the guarantee conditions. He said he informed the Board and the standing arrangement was that SABC representatives would meet with those of National Treasury and the Department of Communication (DOC). Their role was to look at the income statements and cash flows.

Ms Mahlati (she became a Board Member on 03 June 2011) informed the chairperson that she would attend the MTT, and she had a right to attend. It was pointed out to her that such an action would have been against the terms of agreement made with the ministers, as it was agreed that only the executives should attend. She ignored the suggestion and attended.

At that particular MTT meeting she was reportedly very rude towards SABC representatives (Mr Phil Molefe - Acting Chief Executive Officer, and Lerato Nage - Chief Finance Officer). The officials came back and immediately launched grievance letters about Ms Mahlati's behaviour. The officials claimed she had humiliated them in front of Treasury and the DOC by saying they knew nothing and their figures were wrong. The letters were taken to the Board. But because the person fingered was a director, the chairperson said he had to seek legal opinion on how to handle the matter. When the Board agreed to the process, Mr Molefe was approached for the possible lawyers to appoint. That was done, and the concerned parties were called in for interviews, and according to the lawyers' report Ms Mahlati had refused flatly. In the meantime, Ms Mahlathi had gone to attend the sports awards at Sun City (North West), and had booked extra rooms (on top of the room she was booked) on SABC account.

He said Mr Molefe alerted him to this unnecessary spending and that was added to the inquiry. When the report came out, unquestionable misconduct on the part of Ms Mahlati was found. The Board agreed that it was misconduct that had to be noted, and that she had to be removed as a Board Member. A copy of the report was given to her, and the report was sent to the shareholder (Government) with the Board's recommendation. Nothing happened. Subsequent to that Ms Mahlati insulted the Company Secretary, saying she doctored the minutes.

Attacks on the Company Secretary were sustained, and extended to other Board Members. The Board took a vote of no confidence against her, and took a decision to approach the Portfolio Committee. The work of the Board was totally frustrated with constant fighting and disagreements.

Mr Thami ka Plaatjie, SABC Board Deputy Chairperson, provided the legal context of the complaint. He said the powers in terms of the Board taking the vote of no confidence on Ms Mahlati were in terms of good cooperate governance. In terms of the law, the director had to adhere to a certain standard of conduct that included, but not limited to, respect to fellow directors and employees of the company.

He said the Broadcasting Act stipulated that a director should cease to hold office if the Board recommended, after due enquiry, that the services of such a director be terminated on account of allegations of misconduct. The scope of the inquiry with regards to Ms Mahlati on the basis of the allegations and the processes followed, it had been established that her behaviour had not been ethical, and that she disrespected fellow directors and employees generally.

There were recordings and minutes of the meeting of 21 July 2011 elucidated the allegation; Ms Mahlati also directed her ranting at the new Company Secretary, and the minutes of the 11 of June 2012 bear evidence. The letters of complaints from Mr Molefe and Mr Nage further corroborated the allegation. A letter was written to the Minister of Communication informing her of the vote of no confidence.

There were also letters of complaints addressed to the Board Chairperson about Ms Mahlati's conduct in front of the turnaround committee. Those directors who complained following the meeting were Mr Cedric Gina, Ms Pippa Green, Ms Susanne Vos and the Company Secretary.

Discussion
Mr C Kekana (ANC) sought to find out about the exact nature of disrespectful conduct relating to the allegation. He wanted to know if a summary of what was said or had happened had been provided. If not could the SABC Board elaborate on what the member said to the extent of having other Board Members mooting a vote of no confidence.

Ms R Lesoma (ANC) commented that in an ordinary working environment disagreements were common. Did the SABC, at the Board level, always agree? Were there instances where the Board was united at meetings, or in cases of disagreements did the Board differentiate between arrogance and assertiveness?

Ms Killian agreed that some people confused assertiveness with disrespect. It needed to be crystal clear for the Committee that there was a solid case for disrespect.

The Chairperson reminded Members that the purpose was not to interrogate but just get the information that surrounded Ms Mahlati, and that would put the Committee in a position to take a decision on how to move forward. Questions needed not be questions that would drive the presenters into the details. Members could just seek clarity on the briefing that had been given.

Ms S Tsebe (ANC) suggested that Ms Mahlati be given an opportunity to speak before the Board responded. She said there was no need for the Board to respond as that could lead to degeneration of the meeting. This was just an information session, and the Board had been allowed to speak, Ms Mahlati should be heard too.

Ms R Morutoa (ANC) agreed, and said it was fair to get a sense of whether there was a submission from Ms Mahlati. The suggestion would be to hear both presentations and then deal with the issue at the Committee's time, where the SABC Board minutes could also be considered.

Advocate Mahlati speaks
Ms Cawekazi Mahlati, SABC Board Member, said she had been confronted with the typical manner in which the Board was run. She said when Mr Ngubane made the call for her removal at the Committee's meeting last week, he knew she was outside the country. No one from the SABC had indicated that the issue would be tabled at the meeting, and also that it would form today's proceedings.

She had read in the newspapers about the Chairperson's call to remove her from the SABC and consequently prepared a press statement. The media reports indicated two issues that the Board quarreled about. The first complaint concerned disruptiveness to the extent of rendering the SABC Board dysfunctional. The second complaint, although removed from the presentation, concerned coming out into the open about the qualifications of the Acting Chief Operations Officer, Mr Mohlaodi Motsoeneng. She said the Chairperson did not take kindly to her criticism of Mr Motsoeneng, and that he had believed she was trying to win a tender by exposing the issue of lack of qualifications. Ms Mahlati said when she joined the SABC, the tender had already been awarded.

She said she was the voice of reason that aired all the 'inconvenient truth' that the Board sought to hide. There was widespread corruption and malpractices that persisted at the SABC. The Special Investigating Unit report presented earlier in the day was consistent with the evasive manner that the Board conducted its affairs. An important function was awarded to a member whose existence, and the reason why he was COO, only the Chairperson and the Board could explain.

The Acting COO matter
Ms Mahlati said she sought to establish truthfulness around the allegation that the Acting COO entered the SABC on a lie that he had a matric qualification. The Chairperson and the Board stopped such an inquiry and in fact had passed a resolution closing the matter before it was discussed. Members needed to be alert to the definition of the SABC Board of “being disruptive”.

She said despite being a Board Member she could not establish if the Acting COO indeed had a matric or not. Ms Pippa Green was at the time a senior manager of news at the SABC, and she could not provide the information. The Chairperson fired the Company Secretary because, together with the CEO (Ms Lulama Mokhobo), she would have provided a report on the issue. The Chairperson decided that other Board Members could not have access to that information. It was indeed proved that the Acting COO had lied about his matric results.

She said the media campaign, that impinged her professionalism, was intended to cover the actions of the Board. The Board Chairperson led the media campaign because he was the one who hired Mr Justice Ndaba, a subject matter he had misled the Committee on.

Deloitte appointment
Ms Mahlati said the meeting to which reference had been made was the first that she had raised a query because Mr Ndaba had been given the gateway to the SABC. He was appointed as a consultant when she arrived, and therefore she enquired about the man. The Chairperson replied he was chairperson of strategy, and that he had gone for an interview with the head of human capital services. His appointment was against the advice that Mr Ngubane had received that Mr Ndaba was not an appropriate person.

The Chairperson had suppressed that information, and one of the older Board Members had informed her that they knew nothing about Mr Ndaba. She said she also pressed for information during this time as she was head of risk. A substantive report on Mr Ndaba was available.

She said despite her qualifications and experience in both broadcasting and law, she was the only one not chairing a sub-committee. During a presentation on the Deloitte and Touche appointment as crafters of the new turnaround strategy, she queried why was the SABC unable to shrug off the corruption and maladministration tag. The Chairperson had replied that it was the Board that was at the centre of those malpractices and corruption.

Subsequent to the meeting, the Acting COO changed the organogram because he had the support of the Chairperson. The organogram was changed so that the procurement division reported to him. She said she took the issue of the organogram up with the Board to which the Acting COO replied that she was being disruptive. This comment, despite being recorded, did not appear in the minutes that the current Company Secretary was accused of doctoring.

The Company Secretary
Ms Mahlati said the Board Chairperson without a Board resolution summarily removed former Company Secretary, Ms Elma Melck. Also, the Board Chairperson had yelled at the then Company Secretary, Ms Jane Mbathiya, and had lobbied other Board Members to get rid of her. Ms Reza Geldenhuis took over, and so the allegation that she confronted her and that she broke down was strange.

The alleged incident followed her attempt to establish whether Ms Geldenhuis had prepared a particular set of minutes, to which she twice replied, no. She said it was only then that she made the claim that minutes were doctored, but to her surprise, Ms Geldenhuis cried. It was strange that a person would cry when allegations were made over work she had not done. This was the manner in which the SABC Board was run.

She said there had never been an answer as to who had drafted the set of minutes that the Company Secretary had no knowledge of. Board Members indicated that this was harsh, and wanted her out of the Board.

Leadership of Dr Ngubane
Ms Mahlati said the Board Chairperson believed he was the Board and the rest of the Members allowed him. This was the reason he could write unilaterally to the Minister. She said the DOC's Director General, concurrently with the late Minister (Roy Padayachee) invited her to the MTT meeting as a Board member, since the relevant documentation was not availed to the Department. During the meeting the Acting COO attempted to throw her, and the Director General, out of the meeting. The Board Chairperson was of course not aware that she was attending the meeting.

The Department wanted a witness from the Board on how it conducted its business. Subsequent to the meeting, the Department had written more than six letters to the Board about the lack of information. The Board Chairperson entertained a grievance procedure without following acceptable process. The reason she ignored the grievances was because, to her understanding of the Electronic Communications Act, she did not report to the Chairperson but to Parliament.

She said she was the only Board Member who had the requisite skills in law, and whenever she raised issues around procedure, she was regarded as disruptive and disrespectful. The Board Chairperson had championed a situation where non-professionals and incapable individuals led the SABC. He had publicly defended the fact that the Acting COO did not have a matriculation certificate.

When one differed with the Board Chairperson he screamed loudly, a situation that petrified female Board Members. She said in some of the meetings she tried to scream back, and much louder. He could not stand people whose views were different from his; and he was autocratic and patriarchal. She said she'd had to defend Board Member (Vos) from the manner in which the Board Chairperson tended to treat her at meetings.

Acting COO investigation
Ms Mahlati said the Public Protector was investigating the Mr Motsoeneng matriculation certificate issue, following complaints from SABC employees. The information around this was hidden and yet the Chairperson made representations on behalf of the Board. He articulated incorrect views; the investigation was against the Acting COO. Why would a Board Chairperson want to defend an employee at the Public Protector? She said she was thankful that the matter had been brought to the Committee.

Ms Mahlati said the leadership style of the Board Chairperson had led to the dissolution of a Board. People who had skill, integrity and were voices of inconvenient truth occasioned that erstwhile dissolution. The Board Chairperson had favourites that were first lobbied prior to meetings, which mostly began late. The four new Board Members were excluded and always out-voted at meetings. Those who survived from the old Board had a very strange relationship of togetherness.

She said she was relieved that the matter had been brought to Parliament and had requested that an investigation be conducted. The Board needed to be taken to task about the current audits, and the modernisation whose cost had jumped from R400 million to R800 million. The profit made had been at the expense of the brand; content had not been paid for. There was a degradation of the brand and viewership. She said she would be relieved to be rescued from the environment, as it was alien to how she was brought up.

Ms Mahlati expressed hope that the Committee agreed to the investigation so that the SABC could be saved and be led by a person of integrity and that all the shenanigans would be left behind.

Discussion
Ms Morutoa wanted to know if Ms Mahlati had her presentation in a hard copy format.

Ms Lesoma said she had expected Ms Mahlati to comment on the allegation that she had refused to declare.

Ms Killian commented that the Committee needed clarity on disclosure, as it was done annually. She sought clarity on the issue of declarations at the start of every meeting. The Act was clear that if one moved to a position where he/she did not disclose, such would compromise the entire Board.

Mr Kekana sought clarity on the vote of no confidence. He said he failed to understand how other Board Members would follow blindly, and vote against a fellow Board Member. He asked how many of the Board Members were blind followers and if they would still stand ground to what had to be done at the SABC.

Ms Killian raised a point of order and said she was under the impression that Members were just seeking clarity so that they understood the matter, and that were not entering into the merit of the details.

Ms A Mutambi (ANC) commented that the declaration forms had to be signed every time the Board sat and that it was a corporate governance requirement. Board Members had to sign a declaration form prior to every meeting. She asked why Ms Mahlati had never approached Parliament prior to the meeting to voice her complaints. She had raised a lot of abnormalities that transpired since she joined the Board; why were these not once reported to the Committee?

Ms W Newhoudt-Druchen (ANC) asked if it was a plan that Ms Mahlati refused to respond to DTR Attorneys when they made enquiries about her alleged misbehavior. She also sought clarity about a teleconference meeting that sought to appoint the Group Chief Executive at the SABC. Ms Mahlati apparently enquired if that meeting had formed a quorum; was this question intended to establish the quorum or were there other intentions.

Ms Vos, SABC Board Member, said she was under the impression that the new directors would not speak but following Ms Mahlati's assertions or accusations that Ms Vos was party to malpractice and corruption she had to.

The Chairperson interjected and said that would not help the meeting, as its purpose was just to ascertain the details of the friction. He requested that Ms Vos speak to and on information that would help the Committee understand the situation at hand.

Ms Vos said it was Ms Mahlati's belief that she was the only one who was suitably qualified to serve on the Board, despite the drilling by the Committee and the subsequent appointment by the President. It was not only certain Board Members who had written complaint letters, but the majority of the Board Members were in agreement that Ms Mahlati's behaviour was intolerable and consistently disruptive.

She was on record of being exceptionally abusive towards the Chairperson, the Acting COO, and other senior executives. To have a director behaving in such a way in front of people was plainly intolerable; one could not have these kinds of attack being made in front of senior management. There was another side to the allegations made against the Acting COO that needed to be heard. Hopefully the enquiry would get into that.

Ms Vos said the latest victim of Ms Mahlati's ranting was the new Company Secretary. On more than one occasion, she had accused the Company Secretary of having the intention to doctor the Board minutes. This was on tape and had been transcribed. The Board could not allow such a situation where the Company Secretary was besmirched and accused of lack of professionalism in front of senior management.

Ms Vos said when the friction got into the inquiry stage, Board minutes would show a pattern of diversions, time wasting, and combative pursuit by Ms Mahlati, to prove that only her views were correct and that she was the only qualified person. She commented that the pursuit by Ms Mahlati on the Siemens matter, that the Board should seamlessly hand over a contract worth hundreds of millions, made her very uncomfortable. She urged the Committee to put this high on the Agenda when it got to the inquiry stage.

Ms Vos said it was true that there were robust discussions at meetings but that was in line with and in the spirit of having been appointed to serve on the SABC Board. Board Members were required to robustly apply their minds on issues; this they did as mature individuals. Once decisions had been arrived at, one ought to move and not harbour grudges.

Ms Morutoa interjected and said the Chairperson needed to clarify on where the meeting was going. It seemed the meeting had got into issues that would stretch the discussion. It looked as though the Committee was venturing into what it said it would do only at a later stage.

Ms Killian agreed and said the purpose was just to get the background information, and then at a later date the Committee would deal with the issue.

Ms L van der Merwe agreed and requested that recordings of Board meetings to which reference was made, be provided to the Committee when it got to the inquiry stage. It would be important for the Committee to listen to what transpired at those Board meetings.

The Chairperson ruled that Members were indeed correct, and that Ms Vos would have enough time at the inquiry to voice all her concerns.

Ms Vos round off saying the majority of the Board Members were seized with the challenge of working exceptionally well together except for Ms Mahlati. The impression should not be given that the Board did not work well. There was a problem, and that was Ms Mahlati.

Ms Pippa Green, SABC Board Member, commented that serious allegations had been made about the Board Chairperson and the Acting COO. She said as a female director she was personally not petrified of the Board Chairperson, and none of the female colleagues were.

Ms Green said there were a lot of differences among Board Members that cut across all manner of things, but such had to be put aside for the sake of the SABC. The public broadcaster had to be turned around and made to work. This was not a matter of someone being assertive alone; there were other issues involved. She disputed that the Board Chairperson was intolerant of differences of opinion, said the opposite was indeed true. The Board Chairperson was having a difficult task and so far, he was performing well. She said all the allegations made by Ms Mahlati were refutable, and reminded her that she had not responded to the question of declarations.

The Chairperson said there was a fair understanding of the issue, but Ms Mahlati had to submit a written representation, so that the Committee could deliberate on how to proceed with the matter.

Ms Morutoa requested that Ms Mahlati be given an opportunity to answer the declarations question.

Ms Mahlati requested that she be given access to all the documentation so that she could prepare for the written representation especially some internal memo she never received.

The Chairperson interjected and wanted to know if that was her reply to the declarations question. The only thing the Committee wanted to hear now was about the declaration.

Ms Mahlati replied that she did submit declarations to the former company secretaries. She said the Committee should note that at every meeting where Board documents were circulated late, she had indicated that she was not in a position to declare.

Ms Mahlati said non-circulation of minutes was the reason she refused to declare, and that was a common occurrence. And if the investigations went ahead, this was what the Committee would be confronted with. She said there had never been an attempt on her part not to declare. She was aware declarations were mandatory, and that the Company Secretary was free to ascertain her directorships in all companies. She said when she had refused to declare, reasons were stated upfront.

The Chairperson said she would not give other officials present at the meeting a chance to talk, as they would only be responding to what was said. He however allowed the Acting COO to comment.

Mr Motsoeneng, Acting COO, commented that he had a good relationship with Ms Mahlati. He said when she had joined the SABC, she informed him that she had an interest in a tender that was going to be issued, to which he had replied that he did not want to be involved.

The Chairperson interjected and ruled him out of order.

Mr Lumko Mtimde, SABC Board Member, commented that the Board was functional except for the challenge of Ms Mahlati, and that the vote of no confidence was unanimous.

The Chairperson said the Committee would reconvene to deliberate on the matter the next day, 19 September 2012.

The meeting was adjourned.