Cricket SA flouted own constitution when appointing board members Khan and Mokhobo last year

The CSA board is on its last legs.
The CSA board is on its last legs.
Image: Johan Rynners/Gallo Images

Crisis-riddled Cricket South Africa (CSA) have been accused of displaying little regard for its own constitution and clean corporate governance even before now erstwhile CEO Thabang Moroe was suspended in December last year.

The organisation is alleged to have flouted its own Memorandum of Incorporation (MOI)‚ a document that serves as the Constitution that governs the organisation‚ at their annual general meeting last year when independent directors Iqbal Khan and Dawn Mokhobo were re-appointed to the board.

This was revealed in a summary of the much sought-after forensic investigation report released by CSA to the public through the media this week.

“Khan and Mokhobo did not qualify for appointment in the board as they had served two terms in line with paragraph 19.10 of CSA MOI‚" the report said.

“The appointment of Khan and Mokhobo at the September 2019 AGM contravened clause 19.10 of the CSA MOI.”

The summary forensic report was put together by law firm Bowmans on the instructions of the cricket organisation.

The Fundudzi Forensic Services was appointed in March to conduct a probe into various governance issues and allegations relating to possible failure of controls.

The forensic investigation also zeroed in on possible insufficient executive oversight from the CSA board dating back to a period of between 2016 and 2019.

Khan and Mokhobo joined the CSA board in 2012 and should not have been re-appointed at last year’s annual meeting as their terms as independent directors had lapsed.

But CSA somehow chose to extend Khan and Mokhobo’s tenures on the board despite the fact that the pair did not qualify for appointment as they had already reached the leadership ceiling in line with the organisation's constitution.

According to the CSA constitution‚ clause 19.10‚ directors shall not serve for longer than two consecutive terms of three years.

“On 7 September 2019‚ the AGM resolved to extend Khan and Mokhobo s tenures on the board according to clause 19.9.2 of the MOI until such time that vacancies arising from the expiration of their tenures or terms for their position are filled.

“Clause 19.1.2 of the CSA MOI does not provide for extension or appointment of independent directors further that two terms provided for in the CSA MOI‚” according to findings and recommendations contained in the summary forensic investigation report.

CSA was rocked by the resignations of three independent directors in December as the organisation’s administrative bungles came to the fore‚ resulting in the suspension of CEO Moroe for “serious misconduct”.

Independent director Shirley Zinn was the first to resign with Khan and Mokhobo quitting a few days later.

In the letter to the board‚ Khan said he could no longer be party to an organisation that was ruining the game‚ and could no longer be held accountable for the misconduct of the CEO‚ Moroe‚ whom he blamed for the majority of the issues that have beset the organisation.

Moroe was dismissed in August for a raft of “serious misconduct” charges after being on fully paid suspension for eight months.

Khan left CSA but a cloud of controversy followed him.

Khan has dismissed allegations that there was a conflict of interest involving him and current acting president Beresford Williams at Western Province Cricket Association (WPCA).

TimesLIVE reported in July that a complaint against Khan was formally reported in November last year by a fellow board member alleging he and then vice-president Williams were conflicted in a CSA partnership deal concluded with WPCA for the Stadium Upgrade Project (SUP) at Newlands in Cape Town.

Khan resigned on December 5 last year on the same day as CSA company secretary Welsh Gwaza acknowledged receipt of the formal complaint from fellow board member Jack Madiseng.

The findings and recommendations from the summary forensic report released this week found Khan to have been conflicted as they “contravened section 75(5)(a) of the Companies Act”.

The CSA board has nonchalantly sought to absolve itself from its fiduciary oversight duties of the executive management by refusing to take responsibility for the reputation-damaging governance bungles.

Only Moroe has so far been sacrificed as the scapegoat with no board members owning responsibility.

The Fundudzi forensic investigators recommended a long list of disciplinary proceedings to be instituted against Moroe and even went as far as calling for a criminal case against the former CEO.