The Executive Director of Botswana Centre for Public Integrity Ms Pusetso Morapedi, does not only preach good corporate governance but practices it with such consummate passion. It should be fair to say she eats and sleeps good corporate governance given the seriousness she gives to the principle. It came as no surprise therefore when she recently deposed to an affidavit as a shareholder at the High Court during the boardroom brawl at the Botswana Building Society Limited (BBSL) between the Board on one hand and the Managing Director and the Company Secretary on the other. Her basis for her affidavit was that she wanted an assurance from the troubled Board that the scheduled 30th April 2021 AGM would goes ahead and that the expiring term of the affected Board members is not extended. At the centre of the said boardroom brawl was that the brand that is BBSL was bound to be seriously tarnished to the detriment of other shareholders and the profitability of business if expected good corporate governance was not quickly restored as it was evidently slipping through the cracks. Ms Morapedi could least afford to sit back and watch the company in which she has invested her last Thebes disintegrate before her very own eyes.
Ms Morapedi is widely quoted to have said ‘When the society decided to commercialise, for me it was an exciting development because I thought we are going to have a bank owned by Batswana. When these things came up and the BBSL shares were suspended I knew it was a drawback for us because our little shares are not growing, if anything they are losing value. For some with lots of money that is nothing, we want dividends….we are not going to be spectators anymore. Shareholders are now going to be watching’. Whereas she was the only noticeable lone voice from shareholders speaking against the blatant trampling and violation of the expected display of good corporate governance by the Board, one would have expected the lone voice to be inconsequential. But the opposite was the case. In the history of Botswana’s corporate culture (and I stand corrected) no shareholder in recent times has stood against the all-powerful and the mighty Boards in their personal capacities and at great cost in order to enforce their rights and expectations when such were patently violated or ignored. Shareholders in other body corporates sit and watch as corporate governance in all its manifestations is violated with sheer contempt and to some extent, sheer arrogance. At best, they speak in hush and terrified tones. That is why I argue as I have always done so, that many body corporates if not all, have collapsed not because they were not profitable in their respective business spaces, but because simple adherence to laid down company rules and regulations amongst others are violated and circumvented at every turn in order to satisfy the insatiable appetite of all those concerned in that respect.
I have argued in the recent past on this column before Ms Morapedi entered the fray consequent to the boardroom brawl at BBSL that such brawl had the ingredients of eroding the value share of shareholders at the Botswana Stock Exchange (BSE) consequent to the temporary delisting of BBSL. This has been confirmed by her when regard is made to her above quotes. I have also argued that the concerned Board members should be held individually or collectively responsible because had all the prescripts of good corporate governance been followed, the temporary delisting by BSE wouldn’t have arisen and so is the possible loss in share value of the shareholders’ investment. It has recently emerged post the humiliating departure of the outgoing Board that the incoming one is thinking of recovering BBSL funds used by former in various litigations with respect to the boardroom brawl.
While I am not suggesting by any stretch of the imagination that Ms Morapedi’s sole involvement in the BBSL matter is responsible for the outcomes thereof, it cannot be denied such involvement had a significant bearing on the overall outcomes particularly when considering the High Court judgement of Justice Mercy Garekwe with regard to her affidavit. I am hoping other persons who are in her age bracket and are in positions of influence in their respective body corporate spaces would take comfort in emulating Ms Morapedi in pursuance of good corporate governance. As someone who has written
extensively on this platform on good corporate governance (not that I am a guru on the subject), I pay tribute to Ms Pusetso Morapedi for living and sleeping good corporate governance with such consummate passion and zeal. She has demonstrated it where many to this day, have dismally failed to show courage and conviction when circumstances so demand. One wishes she takes it to another level. I am eternally indebted to her. I am prepared to be persuaded otherwise as always. Judge for Yourself!
We are still in the middle of Covid-19 pandemic. Let us adhere to all Covid-19 protocols for our own sake and that of persons in our vicinity.
