Under its new Chairperson, the Pan South African Language Board was working with PricewaterhouseCoopers on a turn around strategy. At the Board meeting held on 26 August 2011 it was agreed that the firm would develop a template/tool that would be used to evaluate the Board’s performance. The measures that would be recommended by the firm would make the Board stronger and more accountable. The Board was also considering hiring external consultants or professionals, particularly for the design and initial implementation stages because a consultant would bring forth ideas, rigour, experience, objectivity and peer benchmarks to the process. The Governance Committee, or its Chair, was often used to lead the evaluation process, which was consistent with its scope. The Board had sought the services of the private law firm as their own lawyers were not able to manage the work load.
However, this was heavily criticised by the Committee Members as being a waste of public funds. A Member stated that, according to the Board's annual report, there were approximately 37 complaints that the Board legal team had to address and this was relatively a small number of claims. Therefore, the Committee Members could not accept the Board’s reasons for hiring a private law firm.
The Board also stated that it was important to improve relations with the Department of Arts and Culture. As a strategy to improve working relations between the two structures, two task teams had been formed - corporate governance and joint funding.
Members were concerned that the turnaround strategy was not specific enough and did not address some of the systemic problems. They continued to raise concerns about the high legal costs. A Member stated that mismanagement had put the existence of Board under threat. She argued that there were officials within the organisation dedicated to its success and the Committee must do more to hear from them and hear their opinions. Finally she stated that the Minister must attend the meeting and provide an account on the ongoing process of resolving the Board crisis. The Chairperson would be meeting with the Minister to discuss the content of the meeting and to seek guidance on how to proceed with resolving the crisis at Board.
The Chairperson stated that it was brought to the attention of the Committee the Mr Chris Swepu, Deputy Chief Executive Officer, Pan South African Language Board (PanSALB) did not appear to have the required qualification for the position. The position was advertised in 2007; however, according to the University of Western Cape records the Mr Swepu was conferred his degrees in 2009. The Chairperson told Mr Swepu that he would have the opportunity to retort.
The Chairperson then noted that the Department of Arts and Culture (DAC) had given money to the PanSALB to pay for its trip to the Committee meeting. This according to the Chairperson was a sign that PanSALB’s financial position was in a state of disarray as it could not even afford to attend the Committee meeting.
The Chairperson then requested officials from PanSALB to present a turnaround strategy and propose plans that would bring the crisis to an end.
PanSALB turnaround strategy presentation
Prof Sihawu Ngubane, Chairperson, PanSALB, said that he would address all the issues raised by the Committee.
It was important to establish accountability measures within the PanSALB Board. As such, at the PanSALB Board meeting held on 26 August 2011 it was agreed that PricewaterhouseCoopers (PwC) would develop a template/tool that would be used to evaluate the Board’s performance. The measures that would be recommended by PwC would make the Board stronger and more accountable.
The benefits of the PwC performance review were that an accountability mechanism would ensure that the Board and Directors would fulfil their legal and governance responsibilities. An audit of the Board’s governance practices and effectiveness would also be conducted.
It was important to develop a tangible means to observe the strengths and weaknesses of the Board. It had been recommended that the performance of the Board, its committees and the individual directors be evaluated annually.
The Board was considering hiring external consultants or professionals, particularly for the design and initial implementation stages because a consultant would bring forth ideas, rigour, experience, objectivity and peer benchmarks to the process. He then stated that the Governance Committee, or its Chair, was often used to lead the evaluation process, which was consistent with its scope.
In order to attain its target Prof Ngubane argued that the Board must reflect on its aims and goals. He then outlined questions that the Board Members must ask if they were to contribute in turning around PanSALB [See Documents attached].
Unless the Board Members understood why they should partake in an evaluation of the Board and its directors, they risked causing division among participants and inappropriate use of the results. This fear of internal strife and corruption was the main reason to promote implementing measures of accountability. Currently, 60% of the Board Members and 80% of individual directors had not been formally evaluated. In order for an organisation to function optimally it has to ensure that the management was executing its duties.
On 24 May 2011 the Board developed a Corporate Governance Framework for PanSALB which was expected to improve and strengthen the current Corporate Governance practices, policies, procedures, protocols and frameworks. The scope of work entailed the development of the following Corporate Governance documents: Board Charter, Board Protocol (Rules of Engagement), Executive Committee Charter and Nominations Committee Charter [See Document Attached].
Prof Ngubane then outlined the Structure and Composition of the PanSALB Board, wherein he stated that the PanSALB Executive Committee should consist of the Chairperson, Deputy Chairperson and CEO. Board Members and/or Executive Management might be invited to attend specific meetings of Executive Committee. The Chairperson of the Board should be the Chairperson of Executive Committee and in his/her absence the Deputy Chairperson should chair. The Board Secretariat should be the Secretary of Executive Committee and should be the custodian of the minutes of meetings and documents that were tabled at meetings.
The Executive Management team responsibility would to implement approved strategy, business plan and budget, all policies and procedures and Board decisions within the organisation; prioritise the allocation of capital, technical and human resources; establish best management practices and functional standards; identify and manage organisational risks and review operational financial reports, assess financial performance including management of assets and liabilities and ensure compliance with the PanSALB Act, the Public Finance Management Act and Treasury Regulations, among others [See attached Document]
On behalf of the Board the Nomination Charter Committee was also established. This committee was established by the Board to act on behalf of the Board in overseeing the nomination process of qualified candidates for appointment to the PanSALB Board, Board committees or CEO.
Prof Ngubane then illustrated ways the Board would improve relations within the PanSALB Organisation. He argued that the Board aimed to Foster a positive organisational culture, develop Human Resources, encourage open communication, foster in the development of mutual trust between employees and senior management and promote the importance of collective bargaining of trade unions.
He argued that the management should sincerely implement the settlements reached with trade unions. The agreements between management and the unions should be enforced both in letter and spirit. If the agreements are not implemented, both the union and management would stop trusting each other. An environment of uncertainty is created. To avoid this, efforts should be made by both parties to ensure that agreements are adhered to.
It was also important that sound human resources be formulated in consultation with the workers and their representatives if they were to be implemented effectively.
Prof Ngubane then began to outline the legal proceedings against Mr Jabulani Simelane, former KwaZulu-Natal Provincial Office Manager, PanSALB, and requested the lawyers from Ramulifho Law firm to explain to proceedings.
The Chairperson interrupted Prof Ngubane and stated that the lawyers were not allowed to present because they had, in the past, stopped some of the managers at PanSALB from sharing requested information with Parliament. The Committee Members concurred with the Chairperson’s decision.
Dr A Lotriet (DA) wanted to know why the legal team of PanSALB was not present at the meeting.
Mr Sibusiso Nkosi, Acting Chief Executive Officer, PanSALB, stated that PanSALB’s legal team was working on other issues that were related to some the PanSALB’s programmes. As such, PanSALB was using the legal services of the Ramulifho Law Firm.
The Chairperson stated that it was unacceptable for PanSALB to use a private law firm while having to lawyers on their legal team. The Chairperson noted that PanSALB had wasted money on hiring outside lawyers and should have used the lawyers employed within the organisation.
Prof Ngubane stated that Adv Zoxolisile Feni, former Senior Legal Advisor, PanSALB, had been suspended and his subordinate was the only legal person left at PanSALB. In addition to being short staffed, Prof Ngubane stated that Adv Feni had been charged by PanSALB and could no longer represent PanSALB; as such PanSALB had to use private lawyers.
Dr Lotriet stated that, according to the PanSALB annual report, there were approximately 37 complaints that the PanSALB legal team had to address and this was relatively a small number of claims. Therefore, she added that the Committee Members could not accept Prof Ngubane’s reasons for hiring a private law firm.
Prof Ngubane stated that the concerns of the Members had been noted and he would look into the matter in more detail.
He then continued explain the details of the case against Mr Simelane.
In October 2009, PanSALB charged Mr Simelane with disrepute and subsequently relieved him of his duties. In 21 May 2010 Mr Simelane appealed his dismissal with the Commission for Conciliation, Mediation and Arbitration (CCMA) and on 11 on June 201 judgement was pronounced in his favour that required him to be reinstated and given his back pay.
However, in October 2010 a roundtable discussion regarding a possible settlement was arranged between PanSALB’s legal team and Mr Simelane’s Legal team. Mr Simelane legal team rejected the Board’s offer to settle. The turnaround strategy of PanSALB had been to continue negotiations with Mr Simelane.
The second law suit involving PanSALB was against Adv Feni. On 18 May 2010, the applicant [Adv. Feni] was charged with four counts that the employer considered serious, false and prejudicial to the Board and the Acting CEO. Some of these allegations included Adv Feni making allegations about then Acting CEO’s lack of qualification and the content of his curriculum vitae (CV) and allegations that PanSALB achieved its consecutive unqualified audits because Mr Swepu had had an affair with one staff member of the auditing team.
According to Prof Ngubane these statements were not made in good faith and as a result Adv Feni was dismissed.
Prof Ngubane then argued that through his own submissions and claims to court, Adv Feni stated that the true reason giving rise to his conduct was his belief that he was better suited and qualified to lead the organisation and was motivated by a personal vendetta against the organisation.
It was then stated that the relationship between Adv Feni, the Board and Management was no longer cordial and the damage done was irreparable.
Adv Feni was a problematic employee and very difficult to manage and given a chance would poison the relationships with everyone he interacted with including customers, suppliers and co-workers.
Dr Lotriet called in a point of order and stated that the matter against Adv Feni that was being presented was not part of the PanSALB turnaround strategy. She argued that it was inappropriate to discuss matters about a person who was not present at the meeting.
The Chairperson agreed with Dr Lotriet and requested Prof Ngubane to restrict his comments and presentation to the turnaround strategy and concrete measures that the organisation had undertaken to rectify the problems.
Prof Ngubane stated that Adv Feni wanted six months back pay, however; PanSALB Board was debating on whether to have a settlement plan or appeal the case again.
The Chairperson expressed her frustration that PanSALB was contemplating appealing the case against Adv Feni. The Chairperson requested that PanSALB should not involve itself in any more legal cases and should terminate the services of Ramulifho Law Firm.
Prof Ngubane stated that one of the priorities of PanSALB was continue hosting the Multilingualism Awards. PanSALB and the linguistic community come together annually to recognise, reward and acknowledge the contributions that individuals and organisations had made to ensure the equal use and enjoyment of the official languages.
In recent year the cost of organising the awards had rise sharply and PanSALB was unable to keep up with the rising costs. However, as per the turnaround strategy PanSALB aimed to increase sponsorship of the awards to cover 80% of the running costs, lodge an application to the National Lottery to fund the event, obtain sponsorships from various other stakeholders for the event and re-evaluate the format to try to involve PanSALB structures like provincial language councils (PLCs), national language boards (NLBs) as well as Provincial Offices.
Prof Ngubane then explained the allegations made against the Finance Manager. He said that in the beginning of 2009 Mr Mbilini was offered employment by Commission for Consumer Tribunal at a Deputy Director level. This led him to tender his resignation; however, the Executive Committee did not want to lose Mr Mbilini and thus made him a counter offer. Approval was granted by the then Acting CEO in line with the organisational policy and regulation as part of the Retention Strategy. Mr Mbilini was retained and now reported to the Chief Financial Officer.
Finally Prof Ngubane added that it was important for PanSALB to improve its relations with the Department of Arts and Culture. As a strategy to improve working relations between the two structures, two task teams had been formed - corporate governance task team and joint funding task team.
The Chairperson thanked the Prof Ngubane for his presentation and welcome questions from the Members,
The Chairperson reiterated that there were no personal attacks being made by the Committee on a staff Member. She added that the purpose of the meeting was to ensure that PanSALB was moving on a trajectory that would bring it back from the brink of dissolution.
The Chairperson stated that Mr Swepu made accusations against the Portfolio Committee which were unfounded.
Mr S Ntapane (UDM) wanted clarity on whether the court ruling had ordered PanSALB to give Mr Simelane just six months back pay or was the reinstatement of his position part of the ruling as well. He then wanted to know how Prof Ngubane was going to implement the training programme for Board Members as stated in the presentation. He applauded Prof Nugabe’s point of improving relations with all the employees and the unions. Finally he wanted to know why Mr Simelane had not yet been reinstated into his old position.
The Chairperson stated that PanSALB had lost all appeals against reinstating Mr Simelane and were finding ways to delay the process.
Dr Lotriet (DA) said that the presentation was not specific to the organisation and it seemed that much of the presentation was copied and pasted from a good governance handbook. She urged PanSALB to provide more specific details on its turnaround strategy.
Mr P Ntshiqela (COPE) wanted to know how far PanSALB had reached in conducting performance review of all its Board Members. He also wanted to know when the PwC tools would be implemented.
Ms L Moss (ANC) wanted PanSALB to provide a timeframe for implementing the turnaround strategy. She added that the trust had been broken between the management staff and urged the Board to play an important role in repairing the broken relationships within the management. She then wanted PanSALB to provide a turnaround strategy on its financial management.
Prof Ngubane responded that the High Court in Pretoria ordered that PanSALB should pay Mr Simelane six months back pay. He added that the Board was considering making the requested payment to Mr Simelane. However, he added that the decision to pay had taken long was because the Board needed to understand the implications of such an actions. Prof Ngubane argued that if the Board paid the money then it might trigger more lawsuits against PanSALB.
He also stated that Adv Feni had asked of R42 million in settlement which was more that what PanSALB could afford to pay. As such, the Board sought guidance from the Portfolio Committee on how to proceed on the matter.
He then responded that the PwC tools had already been drafted and were now awaiting its final approval. He said by 11 November 2011 the Board would have a finalised document from PwC.
He stated that the process of reconciliation had already been started between the management and the union. The management would in the future more frequent meetings with the union and other staff Members to improve the communication channels.
He claimed that he had already explained in the presentation reasons for hiring private lawyers.
He informed the Committee that the Board had already advertised the position of the Chief Executive officer. He believed that by February 2011 PanSALB would have a new CEO.
Mr Chris Swepu, Deputy CEO, PanSALB, stated that he had applied for the position of the Deputy CEO through the formal application channels. He stated that upon submitting his application he had no control over the fate of his application. He argued that the Human Resources Division made the decision to hire him.
He further stated that he had never misrepresented himself to the organisation or to the Portfolio Committee. He said that a LexisNexis report stated that he did not have his degrees when he was hired. However, Mr Swepu explained that there was a difference between obtaining a degree and having a degree conferred upon one. While he had completed all his education prior to starting the position he was not able to obtain his degrees because he had outstanding fees to the university. Until all the outstanding fees were paid he could not have obtained his degrees. As such, the findings of Adv Feni were false and should be disregarded.
He further stated that the Portfolio Committee had attacked his dignity and reputation based on unproven facts. He stated the comments made by Committee Members were unwarranted and he argued that there was an abuse of power by the hand of the Committee Members. He then stated that he was unaware that his resignation letter as the Acting CEO was going to be discussed in the meeting. He felt that the contents of the letter were private and written only for the Board Members.
The Chairperson stated that the Portfolio Committee was not going to be blackmailed by Mr Swepu’s comments. The Committee had the right to investigate any matter that was related to PanSALB. The Chairperson further added that the numerous lawsuits were draining the organisation of its resources and requested Prof Ngubane and other Board Members not to approve any more legal counter suits.
Mr Ntapane reiterated the Chairperson’s comments and wanted to know how the Board and the Management approve so many law suites.
Ms Angie Netshiheni, Senior Manager, PanSALB, stated that Board was working on implementing PwC’s tools and in a few weeks time the Board would be able to present a comprehensive turnaround strategy to the Committee.
She then stated that the process of finding a new CEO had begun, however, the former CEO had filed an appeal with the Minister, which could potentially slow the process of transition to a new CEO. She said that the Board was hoping that the Minister would vote in the favour of the Board and the former CEO’s appeal would be dismissed. The Board was also seeking legal guidance to ensure that the Board had legal grounds to advertise the position of the CEO while the former’s appeal had yet to be heard.
Ms P Duncan (DA) stated that mismanagement had put the existence of PanSALB under threat. She argued that there were officials within the organisation who were dedicated to its success and the Committee must do more to hear from them and get their opinions heard at the Committee meetings. Finally she stated that the Minister must attend the meeting and provide an account on the ongoing process of resolving the PanSALB crisis.
The Chairperson agreed with Ms Duncan and stated that public money had been misused and this was causing PanSALB’s downfall. The Chairperson also stated that the Board had been misled by some of the former senior managers, but commended Prof Ngubane for coming to the Portfolio Committee and showing that PanSALB was serious about making changes in the organisation.
The Chairperson then stated that meeting should end as it was not progressing and the discussions were going around in circles.
Mr Ntshiqela expressed disappointment at Mr Swepu’s allegations that the Committee was abusing its powers and wanted him to apologise to the Committee.
Mr Swepu extended his apology to the Committee Members.
The Chairperson also raised the concern that Mr Mbilini was still retained by PanSALB, despite his alleged poor performance and allegations of corruption.
Mr A Mbilini (Finance Manager; PanSALB) stated that he had performed his duties with high degree of sincerity.
Ms Moss stated that she would find it difficult to support PanSALB much longer and would not protect the organisation from dissolution if changes were not made.
Ms Veliswa Baduza, Chief Operations Officer, DAC, stated that the Department of Arts and Culture had developed strategies to assist PanSALB in organising its finances and managing its turnaround strategy.
The Chairperson thanked the Members of the Board but also expressed frustration at the lack of progress made by PanSALB on its turnaround strategy. The Chairperson stated that she would be meeting with the Minister to discuss the content of the meeting and to seek guidance on how to proceed with resolving the crisis at PanSALB.
The meeting was adjourned.
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