Ramaphosa gives boards a headache
Boards of almost a dozen leading South African companies, from Bidvest to MTN to SABMiller, are in for a major shake-up following the recent ascension of billionaire businessman Cyril Ramaphosa to ANC deputy president.
It will become imperative for the companies to quell concerns about the conflict of interest posed by his continued presence on their boards.
According to the Who’s Who of Southern Africa website, Ramaphosa holds positions as either non-executive director or chairman of at least 10 companies, some with links to his Shanduka business empire.
The Shanduka Group, of which Ramaphosa is founder and executive chairman, has links with JSE-listed corporate giants including MTN, Bidvest, Liberty Life, Standard Bank, Pan African Resources, Mpact and Lonmin, as well as Seacom, McDonald’s and Coca-Cola.
Analysts say Ramaphosa’s business empire puts him and the major corporations that he has links with in an untenable position now that he has ascended to a powerful political position, which virtually puts him a heartbeat away from becoming president of the ruling party, and by implication, of the country.
As deputy president of the ANC, he is cued to become the deputy president of the country after the 2014 general election, as has been the norm in recent elections.
Ramaphosa, a stalwart of the anti-apartheid struggle, started knitting together his business empire more than a decade ago through a string of black empowerment deals after he pulled out of active politics.
Although many of the companies were reluctant to say how soon they expected to replace Ramaphosa, corporate governance experts said this week that it was important for him to declare his business interests or voluntarily step down from some of the posts that might put him in a compromising position, or both.
Daniel Malan, the director of the Centre for Corporate Governance in Africa, said it was good that Ramaphosa had acknowledged that he needed to review his business interests and his positions.
Retirement from the web of company positions occupied by Ramaphosa could potentially spark the widest shake-up of corporate boards seen in post-apartheid South Africa.
“Although there is no standardised process, the obvious thing to do would be, on a voluntary basis, to review all your positions and to be completely transparent in declaring all those conflicts,” Malan said.
He added that the best solution for someone with Ramaphosa’s stature would be to voluntarily recuse himself without being asked by these companies to do so.
In some manner, most of the affected companies are probably waiting for him to take that step considering that they appear very reluctant to say what their plans are.
It is no secret that business, generally, is enamoured with Ramaphosa, and as such few companies will want to stick their necks out on such a contentious issue.
Deon Rossouw, the chief executive of the Ethics Institute of SA, said Ramaphosa’s resignation as a board member of all these companies would obviously cause a stir, but it was normal for businesses to undergo board renewal.
“There are always moves in business with boards of directors being replaced. Companies are expected to have succession plans that they work on. So, they might have someone in the wings who can step in to those positions,” he said.
Rossouw said there was no legal requirement for Ramaphosa to step down, but as the deputy president of the ANC, there was a valid expectation that he would become the country’s deputy president. “In that capacity, he can’t serve on the boards that he now serves on because that would create conflict of interest.”
He said given the levels of conflict of interest that the country was experiencing in the public service, it would be a good signal for Ramaphosa not to wait to be appointed as the deputy president of the country before stepping aside.
“He will need to step down as soon as possible, and in that way he would avoid conflicts of interest.”
Rossouw said the minute Ramaphosa became a member of the cabinet he would have to declare all his business interests. “At the moment there is no legal obligation on him but it is more about setting a good example of sound governance and making his intentions clear.
John Burke, the director of issuer services at the JSE, said the exchange did not have a prescribed procedure for such an event and would therefore not issue any further comment.
MTN, Africa’s largest cellular network operator, is among the companies that are reluctant to replace Ramaphosa. The firm, of which Ramaphosa is chairman, said: “The group will consider these latest developments, in consultation with the chairman, in due course.”
Bidvest, which Ramaphosa chairs, would not comment.
SABMiller, of which Ramaphosa is an independent director, said Ramaphosa had not indicated an intention to step down from his non-executive position at this stage.
Although the board was aware of his new appointment, the brewer did not make pre-announcements on board appointments. “If he decided that he should step down, the board would consider the position at that time.”
SABMiller added there was no conflict of interest created by Ramaphosa’s recent appointment that it was aware of.
Lonmin spokeswoman Sue Vey said Ramaphosa was still on the company’s board and there were no plans for his resignation or replacement.
Ramaphosa’s directorship at the platinum producer has been somewhat problematic after it emerged that he had sent e-mails to government officials asking for intervention in the labour unrest that rocked the mining firm in August last year. The wildcat strike at Lonmin’s Marikana operation near Rustenburg culminated in the killing of 34 miners by the police on August 16.
When Standard Bank was asked how soon it might replace Ramaphosa as a non-executive director, the company said it had a nominations and appointment policy, which was consistent with best practice and entirely in accordance with the applicable legislation and regulations.
Shanduka Group referred to Ramaphosa’s statement made after he was elected deputy president of the ANC, in which he said he had initiated a review of his business interests.
“This is necessary to address any potential conflicts of interest, and to ensure that I can adequately perform the responsibilities of this position.”
Ramaphosa said this would include a review of existing positions, responsibilities and obligations.
“It is intended that this process result in an arrangement that removes the possibility of any conflict of interest.”