Michael Chatman said ‘A rogue board member is one who uses their authority outside the jurisdiction of the board as a whole. Often their actions do not serve the better good of the organisation but instead are based on a personal agenda.’ I guess the same could be said about the organisation’s executives who display the same conduct or attitude.
Until the beginning of this month, the professional relationship between the chairperson of Botswana Building Society (BBS) Limited Mme Pelani Siwawa-Ndai and the Managing Director Rre Pius Molefe appeared cordial because the atmosphere at the organisation was serene or so I thought. The recent public spat between the two suggest the atmosphere and collegiality could, after all, be on borrowed times and broken down irretrievably. It would appear the issue of the tenure of the current board coming to the end and constituting the new one is the last straw that broke the camel’s back. On one hand it appears, the Board chairperson is suggesting a different process to dealing with the appointment of the new board while on the other, the Managing Director and the Company Secretary Rre Sipho Showa have a different view thereto. BBS has had different boards coming in and out and I want to believe it has a standing process and procedure in terms of policy in this regard. If such policy exists and has not been varied, why would the issue of appointment of new board members create such drama at the organisation and at great cost? Like I said, either the Board Chairperson is correct and the Managing Director and the Company Secretary are wrong or the other way round.
Consequent to the drama created by the board issue, the Board Chairperson I want to believe, felt she was being undermined by the Managing Director and the Company Secretary in that her directive in how the board issue should be undertaken by the two is ignored with such contempt if I may say so. Following the conduct and attitude by the two, the Board Chairperson subsequently dismissed them from work. She would later up the ante by approaching Justice Tebogo Tau to interdict the two from conducting the business of the organisation in any form or shape through a rule nisi or an interim order. For some strange reason, the Managing Director and the Company Secretary were not represented at these proceedings. Justice Tau has directed them to be in court on 16th April 2021 to show cause why the rule nisi cannot and should not be made final. In the bigger scheme of things, one could suggest the Board Chairperson holds the advantage albeit temporarily particularly with respect to having the two interdicted from conducting business on behalf of the organisaion. The two wouldn’t want to go down without fighting to the bitter end. Only time will tell.
The primary aim of the Managing Director and the Company Secretary would be to save their positions by saying firstly that their dismissals were unfair in that they were not provided with an opportunity to state their sides of the story. Secondly, that there is no merit in those dismissals if it should turn out that the directive from the Board Chairperson with respect to how the issues of the process and procedure of constituting the new board is unlawful and inconsistent with the organisation’s prevailing policy. By virtue of his position I want to believe, the Managing Director is the executive member of the board and is therefore entitled to sit in all board meetings save for those where his fate is under discussion. In the context of his dismissal, he should have at the very least, been informed by the Board Chairperson of the said meeting for his information. Given the palpable acrimonious turn of events, it is reasonable to conclude the Managing Director was not aware let alone the reasons where the board sat and resolved to dismiss him.
Good corporate governance is a rare ingredient in the both the public and private sectors where the boards, by and large, have the propensity of micro-managing organisations they oversee. That is, board members encroach the terrain of executive management wherein conflict of interest amongst others, becomes the impeding factor in the performance of organisations hence the pathetic state they find themselves in. Like I said above, the process of undertaking or enabling the smooth transition from one board to the other is an operational duty of the executives and in the case of BBS, the Managing Director and the Company Secretary. This duty will, expectedly, be based on the prevailing legal and other instruments tailor-made for such process. If the executives depart from these instruments, they would be out of order and therefore liable to some sanction. One expects this has been the norm in past board processes unless such processes have been changed to which the executives resist. I have issues with the following: why does it appear the outgoing board members are afraid of competition from outside applicants who wish to become BBS board members yet, it appears they not barred from seeking re-election? I want to believe outgoing board members replaced those who were there before them through competition and their compelling credentials. Why do outgoing board members want to extend their tenures for about 90 days beyond their mandatory periods as suggested by the Managing Director and the Company Secretary? These questions I want to believe, will be competently answered in the coming days as the matter further unfolds.
When all is said and done, the BBS Limited matter qualifies to fit in the saying ‘when two elephants fight, it is the grass that gets trampled.’ That grass should be the company together with its shareholders. This by any measure, is massive loss where one of the two parties is responsible for and should equally own responsibility for. Already, the Botswana Stock Exchange has suspended the organisation from trading as a result of the public spat between the Board Chairperson and the Managing Director. It is still too early in my view to say which party is responsible for the public spat. Only when all facts particularly from the Board Chairperson are placed on the table can one conclusively say which way the wind will blow. I have a fairer understanding of the two executives’ issues. I am prepared to be persuaded otherwise as always. Judge for Yourself!
This is a reminder once more to say to dear readers, let us all comply with Covid-19 health protocols. It is the only solid defence at our disposal.
