Minister and SABC Board briefings on current situation at SABC

Meeting report

Minister and SABC Board issues
The Chairperson made several remarks about the concerns of the Committee, for some time, about the South African Broadcasting Corporation (SABC) Board. However, most of his remarks were inaudible since the sound system in the room was not functioning properly. He also commented that there had been some criticism that the Minister had not attended meetings, but he wanted to put the record straight and note that the Minister had made herself available for a meeting earlier in the month, to discuss the Special Investigating Unit (SIU) report on the SABC, but the meeting had been cancelled.

Members and the Chairperson noted that the agenda for this meeting had been to discuss the strategic plan of the SABC, but events had rather overtaken this, since all but three members of the SABC board had resigned.

Some Members indicated that they wished to hear from the Minister and the one Board Member, Ms Suzanne Vos, who was at the meeting, so that this Committee could decide what needed to be done. Some Members thought that the presentation on the strategic plan should stand over, but another Member noted that the core executive team, but not the board of the SABC were present, and questioned the legal standing of any presentation.

Minister of Communications briefing on current situation at SABC
Ms Dina Pule, Minister of Communications, was asked to proceed by the Chairperson. She noted, at the outset, that she was of course a Member of the National Assembly and had no intention not to appear when requested to do so by this Committee.

She noted that many hours had been spent, over the last few years, to try to stabilise the SABC. She said that this Committee had requested a meeting with the Minister earlier in the month, after she had met with the Board. She had, in responding, asked that she be permitted to speak to two issues, but matters had rather overtaken her and now most of the Board had resigned, which meant that the situation needed to be dealt with as quickly as possible.

She knew that Members knew that SABC was faced with several challenges, as the warning signs had been quite apparent when its board opted to “hold its own meetings in the media”. Much of what had been revealed in the media would have been more appropriate dealt with I board meetings, and the Ministry felt that this alone was a visible indicator of breach of corporate governance. Board members should be respecting confidentiality. The impact of the leaks was compounded because this allowed competitors to access strategic information of the public broadcaster, in order to take its audiences. She believed that perhaps the board did not fully appreciate the implications of what they had done at the time. She had raised her concerns, not only during the quarterly meetings between the Minister and board, but also to the (outgoing) Chair of the board. In October 2012 she had written to the board to request that the board members desist from taking matters to the media, but this was not acknowledged, and the media briefings had continued. She could only conclude that the leaks to the press came from the board because they were all in relation to matters that would normally have been discussed at board level.

The Minister was also concerned because twice in the past, the board had not attended quarterly meetings. On one occasion, the Chair had said that he and the Deputy Chair were not available, and on another the board could not quorate. She indicated that the Ministry also met regularly with all other entities reporting to the Department of Communications (DOC).

The Ministry appreciated that all South Africans related to the SABC on a daily basis, through radio and television, and where something was not right, comments would isolate the problems. She gave some background to the intended discussion of the SIU Report, scheduled for 5 March. The Minister and Deputy Minister had still not been provided with a copy of that report a week before that meeting, and they had therefore called for a meeting in the week ending 1 March. By the Friday prior to the intended PC meeting, nothing had been sent to the Minister, despite the fact that something would have been prepared in sufficient time to be sent also to the PC. She had therefore requested a further meeting on the Monday (the day before the scheduled PC meeting), but only the Chair, Deputy Chair and Chief Executive Officer had attended that meeting. Other board members had contacted the Minister, asking if they could be present, and she had told them that in her view they were quite entitled to attend.

At that Monday meeting, on 4 March, she was told that a summary of the legal advice given in relation to the SIU report was available. The Minister had insisted that she must get the original report from the Head of the SIU. The SIU investigations had been commissioned by the former Minister of Communications, and therefore the report should have been made to the Minister, who would in turn present it to the Committee. It was incorrect procedure that the Report should be given to the SABC, the very institution on whom the report was being done. Whilst she was at the meeting, other board members had indicated that they were not sure that the report that the Minister was given was correct. It was soon very apparent that the board was not united.

On 5 March, when she had already traveled to Cape Town to meet with the Portfolio Committee, she had received a message, at around 04:00 to tell her that the meeting had been postponed. She had then requested a further meeting with the Board, on 5 March. This meeting had been quite fair and honest. It had discussed breaches of corporate governance and it was made clear that board members should not interfere with the workings of management. The Chair and Deputy Chair were not present. The remainder of the Board, although clearly not presenting a united front on the SIU or any other issue, admitted that there may be problems around corporate governance. She made the point that although the Chair and Deputy Chair of the board should attend the meetings, she had insisted that it must continue as this was the third time that she had tried to convene a meeting. Although the corporate plan and business plan were to have been discussed, they had not been touched upon after four hours of meeting. Instead, this meeting focused on how the SABC could be changed. Some members conceded that the manner in which they had behaved may result in the board being disbanded. Others felt that they could still serve the SABC. There was an open and honest discussion and it was agreed that by the following Friday attempts would be made to hold a meeting with the Chair and Deputy Chair present, to debate the underlying causes of the disunity and try to reach solutions. She had believed that further insight might help to identify the problems and lay the foundation for a changed public broadcaster.

That had never happened. Subsequently she learned – through the media – that the Chair and Deputy Chair had resigned, and she stressed that this was the first indication to her of their actions. They confirmed to her, when she queried the matter, that they had submitted a joint letter of resignation to the Minister. When she had asked the Deputy Chair why he had resigned, he cited disunity in the board, the fact that the board members were not working together and other issues aired in the media. The Chair claimed also that the Minister had failed to help the board earlier by removing a board member in whom the board had taken a vote of no confidence. The Minister had responded – and wanted to stress here – that this was not her call, and only the Portfolio Committee could make that recommendation.

The Minister said that the South African public did not deserve to have an unstable SABC. It was the public broadcaster and everyone who had a responsibility to assist the SABC must do so. That was why she had now written to the Portfolio Committee to ask for assistance. She still thought it was possible for this Committee and the executive to discuss how to assist the SABC.

She noted also that the Public Protector had since indicated that she was looking into corporate governance practices at the SABC. She believed that the outcomes of that too would help to build stability. Solutions had to be found to the governance challenges, and this would not only mean dealing with the current position. She requested that attention must be paid to the future, and not only a focus on the current challenges. The SABC still had to honour the government guarantee, and if it lost audiences, it would have difficulty in repaying the money it owed. The State could not continue to support an entity if it made no revenue.

The Minister said that one of the ways to address the challenges could be through the ICT Policy Review Panel appointed in the previous year, in the Department. Part of the Panel’s function was to investigate the strengthening of the broadcasting environment. Discussions at this Committee may help to deal with policy issues at the shareholder (Ministry) level. South Africans in general were making many suggestions on how to make the SABC the public broadcaster that they deserved. Above all, the SABC urgently needed to have a functional board, so that it could call meetings at which milestones could be set and discussed. The move to digital terrestrial television (DTT) was one of the most important programmes. A functional board would re-energise a committed workforce and help to restore public confidence. This Committee posed an ideal opportunity to reconfigure the institution.

The Minister wanted to thank the Committee Chairperson and Members who had made time to assist the Department and Ministry to help the SABC, through the Board, to inform, educate and entertain South Africans. She also expressed her thanks to the board members who had resigned, saying that they had done their best and at some point had had the interests of the SABC at heart, but obviously faced many challenges in continuing. She also expressed appreciation to the staff who, despite the challenges, continue to serve the public, and she called upon them to continue their work as they had not failed the nation. In conclusion, she noted that she was still trying to arrange a meeting with Save-Our-SABC, as she wanted to hear all proposed solutions.

Discussion
The Chairperson said that the SABC Board technically now consisted of only two board members -since in the early hours of this morning he had received an e-mail that Professor Pippa Green had also resigned, although that notification had yet to go to the President. Ms Claire O Neill (currently out of the country) and Ms Suzanne Vos were the only members still remaining on the Board. Only Ms Suzanne Vos was present here today.

Ms M Shinn (DA) noted the Minister’s comment that she accepted her responsibility to attend Committee meetings but asked why then, on two occasions in the past year, when the board had presented on the SIU report, she had not requested to be included.

Ms Shinn said that she had the feeling that the difficulties of the Minister and the board in meeting were similar to the situation last year when there were problems in the Minister and Director General meeting to get the performance agreement signed. There never seemed to be time for the parties to get together to discuss urgent issues and bring them to conclusion. She wondered if this might not be a management problem on the part of the Minister.

Ms Shinn pointed out that the Minister was entitled to resolve conflicts, and asked why she had not used this mechanism earlier, to force a meeting.

Ms Shinn asked why the Minister had not accepted the recommendation that Mr Mike Saluma be appointed Acting Chief Operations Officer (COO). That would presumably help with the appointment of an interim board.

Ms J Kilian (COPE) asked the Minister abut the current status on the resignations. The appointing body (the President) had received them, but the Committee had not been told whether the three-month notice period would apply, particularly in relation to those who had resigned on Sunday.

Ms Kilian noted the conflicting perceptions of a board meeting chaired by the Deputy Chair, when the decision was taken that then-acting Chief Executive Officer, Mr Hlaudi Motsoeneng, be removed from this position and returned to his previous post. The board had claimed that this was a quorated meeting, with due notice, and was a continuation of a meeting commenced in the previous week, so that the decision was valid, and that all that was needed was for the Minister to appoint Mike Saluma to act.

Ms Kilian said that former board members had made allegations of ministerial interference in the operations of the board and senior executive of the SABC. She asked the Minister if she disputed that, asked how she saw her role, and asked her to comment on the allegations that an untenable situation arose between board and Minister.

Ms L van der Merwe (IFP) added to that question, noting that she had that morning heard a radio broadcast in which a former board member said that the reasons for the resignations on Sunday was that the board felt that it could not longer operate, given the interference and generally unhealthy relationship with the Minister. She too asked if those members were willing to work out three months notice.

The Chairperson said that the board members making those allegations were not present and it was difficult therefore to deal with them properly.

Ms F Muthambi (ANC) said that the Minister had raised a lot of issues, but she was wanting to hear her suggestion as to what this Committee needed to do about the Board.

Ms Muthambi said that the Shareholder Compact defined rules and responsibilities, and she asked whether the relationship between board and Minister needed to be corrected.

Ms R Lesoma (ANC) questioned whether the normal administrative and corporate governance management processes had been followed, how the Minister would make appointments and whether it was normal procedure that she deal with the acting positions.

Ms Lesoma questioned whether a two-person board would be able to operate from a legal point of view.

Ms Lesoma said that she would not deal with the allegations of interference as she did not believe that this was relevant because those making the claims were not present.

Ms Lesoma said that she had understood that the Shareholder must get the SIU Report, and agreed that this should have been provided to the Minister.

Ms Lesoma said that the meeting with the board on 5 March was essentially an exit interview, although the Chair and Deputy Chair were not present, and ex-board members had been described as open and frank. She thought fundamental issues had been raised.

Mr A Steyn (DA) said that some colleagues on the Committee appeared to be privy to more information than others, because he noted that the Minister herself had not said that the meeting with the board prior to their resignation was an exit interview. By that stage the board had not resigned.

Mr Steyn said that the Minister had given an anecdotal report on meetings and concerns, such as writing to the board and not getting a reply. He wanted to know if she had followed up on that. It was a very serious matter that the board failed to reply. He said that he had the sense that little action was taken by the Minister. The fact that quarterly meetings were not taking place was an indictment on the Board, and it was certainly a problem if the Chair and Deputy Chair had failed to make themselves available twice in one quarter. He wondered if the Minister had missed some signs that perhaps could have been addressed earlier.

Mr Steyn noted that on 5 March some Board Members were apparently still speaking of a change and turnaround, and asked what had happened in the meantime to provoke a change of attitude. He was not sure what was discussed in that meeting.

Mr Steyn also noted that the Minister had not given any idea of what needed to be done to move forward. The Committee had also only heard of the resignations via the media, but he agreed that the Members needed more information on the notice periods.

Ms R Morutoa (ANC) was not sure if she had heard the Minister clearly on the sequence of events, and asked what had been discussed also at the meeting on Monday 4 March. She asked what had prompted the Minister to attend that meeting, and whether it was supposed to be limited to meeting only with the Chair and Deputy Chair.

Mr D Kekana (ANC) asked how the Minister understood her relationship with the board. He would have thought the Minister was quite within her rights, for instance, to request what had been done with money allocated. Somehow, the Board must surely account to the Minister.

The Chairperson said that the Committee had a real challenge. It had to make recommendations on appointments. The reality was, at the moment, that only two board members remained, and the entire country was looking to the Committee to provide leadership and the way forward.

The Minister thanked Members for the questions, which were clearly meant to help the shareholder to deal with the issues and find a way to move on.

One matter that cut across all the concerns was the allegation of ministerial interference in the Board’s activities. She had thought that the media would be clearer on what exactly the Minister had done that was seen as interference. She said that now she regretted holding back, if she was in any event to be accused, because if she had actually “interfered” she might have been able to avert some of the problems. However, the reality was that because she followed process and respected her own position, she had not in fact “interfered” and she reiterated that there was nothing specific put forward, and she wondered also why this point was never raised to her directly, in the meeting on 5 March with the board. The matters were raised in the media, and it was unfair for her to try to defend herself when there were no specifics, and the matters were raised without giving her the opportunity to respond. She reiterated that she had not interfered.

The Minister then addressed the SIU report issues. It was not proper for the SABC board to present to the Committee a report that the Minister had not seen. The reports in Parliament were public, and if no legal process on the recommendations had been followed, the shareholder could face litigation. She had therefore requested that no report be put to the Portfolio Committee before being made available to the Minister. She needed to take ownership of the SIU Report, in order that everyone understand and be ready to deal with the issues in that report. It was an investigative report and may well state names. She repeated that it was wrong procedure for the SABC to try to bring a report to Parliament that had not been presented to the Minister. She had formally requested the opportunity to present the SIU report to the Committee at a later stage.

Ms Pule questioned why Ms Shinn was raising the issues around the Director-General’s performance agreement here. The signature on the performance agreement was a matter between the Minister and Public Service Commission. The Minister had followed the process, and there was no question of lack of management on her part. She would be meeting with the PSC on the following Friday.

The Minister responded that several questions had been asked abut the appointment of Mike Saluma. For both permanent and acting appointments, the board would recommend a name to the Minister, who would concur, or indicate why she did not concur. The question of the Acting position was raised when the board had come to this Portfolio Committee. The Minister would only implement a resolution of the board. In 2011 the board had recommended unanimously that Mr Motsoeneng would be appointed as Acting COO, and had followed a correct procedure. In 2012, the board had advertised the position of COO for three days, and had only advertised internally. She indicated to the board that this was not acceptable, asked for the advertisement to be more widely publicised, so that everyone would have a chance to apply. This was done to ensure that correct governance processes were followed. She also pointed out that at this time there was still a problem with the permanent post, since the former Minister had been taken to the Labour Court by Mr Mbebe, who claimed he was promised the post. In October she wrote again to the board to ask that the position be advertised, and this was done. During that process, Mr Mbebe’s lawyers claimed that he should be appointed. She again had written to the board asking it to hold back on the interviews. She was hopeful that within the next few weeks the matter with the lawyers would be settled. The shareholder was keen to see a permanent appointed. The Deputy Chair had written to the Minister after the meeting when a decision was taken to remove Mr Motsoeneng and make another appointment, but she noted that the procedure was not correct. The Deputy Chair should have conveyed a “recommendation” as it was not possible for the board to take a decision, as suggested by the letter, to “remove” and “appoint”. The Minister stressed that she did not know Mr Saluma and had no issue with any personality but was concerned that the proper corporate governance procedures had not been followed. The SABC had to be audited and every one of its procedures must be correct. She said that the impression created by the media that she had been unwilling to appoint Mr Saluma was quite incorrect, as her concern was with the procedure followed.

Whilst she had expected the Chair and Deputy Chair to correct the situation and make the recommendations properly, they had in the meantime resigned. Thereafter, she had received a letter from the Chief Executive Officer and Company Secretary, who asked that the inconsistencies be corrected, and recommended that Mr Motsoeneng be removed from his position as Acting COO and recommended also the appointment of Mr Mike Saluma. This, however, raised a further issue as to whether she could implement something on letters from the CEO and Company Secretary, as she was supposed to deal with the board, through the Chair, not the SABC executive. She quipped that if SABC did not do things properly, she would come under fire. If she tried to correct matters she would be accused of interfering. At the moment, the reality was that there was no Chair or Deputy Chair to bring her anything to sign.

The Minister noted that she had no reason to challenge the suspension of the former Chief Financial Officer (CFO) because reasons were given. However, once again, she noted that the board had not correctly recommended the appointment of the new CFO. It was again not a question of personality but of procedure. She expressed her concern that whoever at the board had been leaking matters to the media had done this selectively, with only some correspondence being released, but others not.

The Minister responded on the questions about the board resignations. The resignations of the Chair and Deputy Chair were taken directly to the President, not through her. When she contacted the President he had confirmed that he had accepted those resignations, which were with immediate effect. All others, save for that of Mr Lumke Mtimde, were also with immediate effect; Mr Mtimde was willing to serve out a three-month notice period. This was the first time she had heard of Prof Green’s resignation.

The Minister reiterated that never before during the quarterly meetings with the SABC was there any suggestion of a poor relationship between shareholder and board, until now, when the allegations of interference were made. In October, the Chair and Deputy Chair were not present. In January, there was no quorum. She had accepted the excuses given at face value However, she did note that there had been ongoing issues at SABC for quite some time, and preceding Ministers had also experienced problems with it. She reiterated that all those with a stake in the public broadcaster was justified in complaining if it was not functioning properly and everyone had to decide how to act. The members of the board were appointed by the Committee, and everyone had a shared responsibility. However, this was not a platform where the stakeholders should be blaming one another, but should be trying to find a solution. 

The Minister responded to the concern of Mr Steyn that the meeting on 5 March had amounted to an exit interview. She had said, at that meeting, that if exit interviews were to be held, then this must be done consistently, with no choice as to whether a person leaving should be interviewed or not. She had asked the Chair and Deputy Chair to arrange for a meeting sometime between 5 and 8 March, but had instead been notified of their resignations. Perhaps it could have been seen as an exit interview, as she had asked them what exactly went wrong. She reiterated that, with their joint resignation, the board was in an untenable situation with no unity.

The Minister also clarified what the situation had been in relation to the preparation for the Committee meeting where the SIU report was to be discussed. When the Chair called her to say that he and the Deputy Chair would be meeting with her, she had suspected that something might be wrong. She the received a number of calls from different members of the board asking if they might speak to her before she went into that meeting. Instead of holding personal interviews with them, she had informed them that they were entitled to attend the meeting, as board members. They told her they thought the report was wrong. In fact, none of them did finally attend the meeting. The Chair had conceded that other board members had a problem with the report, but wanted to present it to the Minister. Whilst she was waiting to get it, another board member had brought her “the original report, in a box”. 

Ms Stella Ndabeni, Deputy Minister of Communications, said that she also wanted to highlight some points. The Broadcasting Act (the Act) did not give the Minister and Deputy Minister any right to take action against the SABC, as these powers lay with the Portfolio Committee. Even the President, who appointed, could only do so on the recommendations submitted by Parliament. The Committee held the interviews and made recommendations as to the persons it thought would best serve the interests of the SABC board.

Ms Ndabeni wanted to stress that when processes were not followed, the Minister or Deputy Minister had every right to “intervene” but this was not interference. The Minister had the responsibility to ensure that she was following up on how money was being spent. The Minister and Deputy Minister were not part of the Board. As public representatives, they had a responsibility to account. She believed that the Members should go through the Act again, and just try to agree what they wanted to do with the SABC, what they wanted the Shareholder to do and how to deal with the SABC so that it would act correctly. The Minister could not, as suggested by Ms Muthambi, advise the Committee what to do. The role of the Ministry was to exercise oversight. She said that the shareholder was in a difficult situation when the Committee was the body that had the stick, but expected the Minister to use it without that stick being handed over. The Minister had stressed that no purpose would be served by anyone seeking to blame anyone else. She noted that there was effectively no board, since only two members were left on it, and therefore the leadership had to assist. The Act spoke clearly abut the circumstances in which Parliament must dissolve the board and appoint an interim board.

The Chairperson reiterated that two members remained on the SABC board. The Act required the Committee also to hear from the Board before being in a position to deliberate.

Comment by Suzanne Vos, remaining SABC board member
Ms Suzanne Vos, Non-executive director, SABC Board said that she had said that the job of an SABC director was not for the faint-hearted. She also stressed that she was making this statement in her personal capacity.

She noted that nine of the SABC board members had continued to work diligently with their respective board committees to try to ensure that previously-taken decisions of the board were implemented. She claimed that immediately prior to the resignations in this week there was in fact no disharmony nor dysfunction among the remaining SABC directors. It was testimony to the directors that they took their work very seriously despite being unable to hold board meetings to process the committee recommendations

She agreed that the Broadcasting Act was quite clear that either the Chair or Deputy Chair must preside over meetings of the Board and noted that the Public Protector had written to the President to express concern that the board could not therefore function in the absence of these two members. There had been a view that the appointing authority may decide to appoint a Chair so that the work of the board could continue, particularly in regard to DTT, but this had not happened when the remainder resigned.

She noted that she regarded it as an honour to work with her fellow directors, who had a wide range of exceptional skills, and said that they had acted in the best interests of the SABC. She conceded that there had been very robust discussion at meetings, but this was to be expected when strong personalities were involved.

Ms Vos said that the board could not continue to operate effectively in terms of its various mandates under various Acts because it did not have the support of the shareholder, the Minister of Communications. It was imperative that as a state owned entity, the board must have the trust of the shareholder and be able to rely upon constructive communication and cooperation. However, the Minister clearly did not trust the board and in recent times had been openly contemptuous of its quite legal decision making on various issues. She had made it clear that she wanted Parliament to dissolve the board. In an interview on Sunday, she in fact said this in terms.

Ms Vos said that the Minister’s statement must be seen against the backdrop that the board was making perfectly legal decisions, in properly constituted board meetings, with regard to matters within the full jurisdiction of the board, but that the Minister had merely disagreed with the decisions.

Ms Vos noted that the board was recommended by Parliament, and appointed by the President. SABC was a public, and not a state, broadcaster. Although the sole shareholder was the Minister, and the board was obliged to account to her, the Broadcasting Act was quite clear that directors appointed by the President must be “persons committed to fairness, freedom of expression, the right of the public to be informed, and openness and accountability on the part of those holding public office”.

Ms Vos had asked the Chairperson to allow her to address this meeting when she learned of the resignation of her fellow directors. These resignations had effectively imploded the board. She was upset, but believe that she was also honour-bound to tender her resignation, which she had not yet done. She was saddened at the reputational damage caused to the SABC, which was a previously national asset, especially after so many people had worked so hard to turn it around. She had served on the interim board in 2009, which had negotiated a R1.473 billion government guarantee and a R1 billion loan, which the current board, to its credit, had gone quite far to repay rapidly. This was despite the tough times in which the board found itself. SABC had few executives and middle management with the necessary capability and skills sets for a corporation of the complexity of the SABC, for various reasons. The board had attempted to work with the existing employees, with missed results.

This meant that the board (now outgoing) had been forced to work closely with management and sometimes act as if it were an executive board, identifying corporate governance problems, correcting mismanagement, or teaching management its responsibilities under the legislation or regulatory requirements, as well as how to properly prepare documents for consideration of the board. There was a relatively new Group CEO, there was no COO and the CFO had been suspended. The board had been meticulous in trying to identify corruption, incompetence, indolence and arrogance, all of which had permeated the SABC in the past in some pockets. It had tried always to hold executive and individuals accountable for their actions.

Ms Vos said that the report of the Auditor-General (AG) was clear on the problems faced. This board had requested the investigation by the SIU.

Ms Vos believed that whilst this meeting was not the correct platform for her to articulate the corporate governance challenges, she believed – and she was not alone in this belief – that the crux of the “crisis” was the ministerial interference in the board. In addition  the functioning of the SABC had been severely affected by the unilateral decision making by the board Chair, Dr Ben Ngubane. This had previously been brought to the attention of Parliament. For a long time, many members (including those resigning earlier) had objected to decisions taken by the Chair without board approval. Right up to his recent resignation he had attempted to overturn decisions of a properly quorated board, that were fully legal. The board had tried to “fix” his mistakes – including his illegal appointment of Mr Phil Molefe as Head of News without the approval of the board. For a long time board members “kindly and too generously” covered up for him and his desire to bow to ministerial dictates. This had been discussed with the Public Protector and would no doubt be taken further.

She referred to the recent meeting when it was decided that Mr Motsoeneng would be relieved of the position of Acting COO and returned to his previous position. The Minister had been correctly informed, in writing, of the resolution, which was signed by the Deputy Chair. However, as was now well-known, this precipitated Dr Ngubane trying to overturn the decision of the board and return Mr Motsoeneng as Acting COO. The Deputy Chair then attempted to illegally withdraw the letter to the Minister. The two, Chair and Deputy Chair, had jointly resigned, knowing that this would cripple the board. The Minister then raised allegations that the board had not acted correctly. This reflected many previous statements that the board had not acted properly, when it knew that it had. “Fact had become fiction” with matters being distorted.

The Minister had still not responded (either by accepting or rejecting) the recommendation of the board to endorse the new appointment as Acting COO.

Ms Vos thanked the Committee for entrusting her with responsibilities on the SABC board, expressed her regret at the turn of events and offered her cooperation to the new board in whatever way possible to help it to become fully functional.

Discussion
Ms Muthambi reminded Ms Vos that the board had to give strategic direction to the SABC and, in concurrence with the executive authority and Minister, appoint the CFO, Group CEO and COO. She thought that the Act was clear and that allegations of interference were surprising.

Ms Muthambi said that section 12 of the Act spoke to the roles of executive and non-executive directors. She was concerned at reading confidential board information in the media, because board members should be conducting themselves professionally, and with due regard to their fiduciary responsibilities, and to uphold core values of integrity independence and integrity. Given the leaks, and the fact that the board members were apparently communicating individually and directly with the press, she wondered how Ms Vos could describe the board as “functional”.

Ms Muthambi said that there had been several references to concerns about ministerial interference. There were, however, many concerns as to whether SABC was correctly fulfilling its mandate and driving issues – including the 24 hour news channel – and she said that the Minister, in her view, had every right to question why the SABC was apparently failing to deliver on its strategic plan. She also noted that the matter involving the former challenger for the COO role had been ongoing since the previous Minister’s term, and wondered why it had still not been resolved.

Ms Lesoma asked if this statement was to be seen as a press statement, because she did not believe this meeting should be seen as a press conference. She had not been aware that a prepared note would be handed out to counteract what the Minister had said.

Ms Kilian felt that Ms Vos’s statement shed more light on the issues. She asked for more information on the SIU Report, and whether it had ever been presented to the full board, seeing that she had said that it was at the board’s instigation that the investigation was done, and, if the board had received the report, why it was not submitted to the Minister.

Ms Kilian asked what events led up to the meeting chaired by the Deputy Chair, where the board had resolved to recommend that Mr Motsoeneng revert back to his previous post.

Ms Kilian agreed with the Minister that this Committee was not here to accuse. She felt very strongly that this Committee had failed in its oversight functions, but said that many Members had called for matters to be fully debated, but reasons were often advanced for why this could not be done. About two years ago there were already serious indications of tension at the SABC. The Court instructed that meetings be open, but nothing had happened about the interaction to try to resolve very serious conflicts in the Board. She asked also what had happened pursuant to those meetings to discuss the conflicts. The Minister had apparently asked board members not to open up to the public and the question was why the board had allowed itself to be intimidated, whether by the Minister, the board Chair, or a combination.

Ms Kilian noted that she would ask this Committee to instigate further investigations, and the Minister would be asked to institute another forensic investigation as to what was going on at the board.

Ms Morutoa noted the comment that the board directors had remained committed, but asked why then they had not raised the concerns that they had, about paragraphs 25 onward, when the board was still functioning. It really did not assist the Committee to hear about these matters now.

Mr Steyn said that the Act required an enquiry under these circumstances, but the Committee was not at that stage yet. He noted a direct contradiction between the Minister’s statement that the correct process was not followed for the appointment of a new COO, and Ms Vos’s statement that all due processes were followed. Paragraph 29 said clearly that a recommendation was made to the Minister. This was directly contrary to what the Minister had said. The allegations around interference were also something that needed to be addressed.

Mr G Scheemann (ANC) said that he had understood that the views now expressed were those of Ms Vos herself and said that it would have been more helpful if this Committee had managed to meet with the whole board.

The Deputy Minister wanted to speak at this point.

Ms Shinn raised a point of order, saying that the Deputy Minister should not be commenting on a presentation.

The Chairperson allowed the Deputy Minister to respond. She said that the fact that she served on the executive made her a member of the Portfolio Committee, and therefore she could participate in all activities relating to the Portfolio Committee. The Executive could indeed make comments.  She believed that it was her responsibility to give an answer, based on the analysis, and to give clarity on some of the allegations.

The Chairperson said that the Minister and Deputy Minister had been invited to appear before the Committee and they were dealing with the matter. He hoped that the Deputy Minister was not trying to respond on behalf of the board, who must speak for themselves. He had consulted with the Legal Advisors to Parliament, who said that the executive would be permitted to participate when invited by the Committee. 

Ms Kilian wanted to raise a point of order. The Deputy Minister had made remarks about her position as a member of this Portfolio Committee. She could not represent both the executive and legislature as the Constitution made a clear distinction between them. She was here as part of an executive delegation, to account to Parliament. She suggested that Ms Vos be permitted to complete her responses.

The Chairperson noted that the Deputy Minister was a member of the NA, and NA members had the right to participate in Committee meetings.

Ms Z Ndlazi (ANC) raised the point that Ms Vos had spoke about the Minister, who was here.

The Chairperson clarified that Rule 153 of the National Assembly rules noted that a member of the NA, even if not a member of a particular portfolio committee, may be present at its meetings, and speak on any matter before that Committee, although s/he could not vote.

Ms Kilian said that the Minister could speak in the House, but she was taking issue with the statement that the Deputy Minister was a “member of the Portfolio Committee”.  She had not been published as such, in the ATC.

Ms Morutoa said that she did not hear the Deputy Minister say that she was a member.

Other Members interjected that indeed she had.

The Chairperson called for order, and reiterated that any member of the NA could participate in a committee.

Ms Ndabeni spoke to points 9, then 26 to 29 of Ms Vos’s statement. It was said that the Minister did not trust the board. The Minister herself had said that the Ministry had lost trust in the board because it was covering up certain matters. The Minister and Deputy Minister did not sit at board meetings. She said that Ms Muthambi had asked for advice from the Minister. She noted that people in the SABC had an interest only in selling their own skills. If they really cared about the integrity of the board, they should have alerted the shareholder to the fact that something was wrong. If Dr Ngubane was indeed acting in a dictatorial manner and had even appointed someone illegally, she was very concerned that instead of revealing this, the board had covered up and not brought it to the attention of the Minister. It seemed that the board members had been protected each others’ backs. Only now that a decision was taken to remove Mr Motsoeneng did the board attempt to use this as an excuse. The Deputy Minister asked how the board could be trusted, when it had come to Parliament and assured it that everything was working well and management and board were working together. That was hardly showing good leadership. The Minister and Deputy Minister recommended the dissolution of the whole board.

Ms Letsoma said that she wanted her earlier question to be addressed. She thought the statements should be noted and then the Committee must deal with the issue that there was no board.

Ms Kilian hoped, after listening to the Deputy Minister, that she would support the Committee if it called for a thorough investigation into what went wrong.

The Chairperson noted that other board members could also talk to the Committee. He confirmed that the Committee could consider Ms Vos’s statement but the Committee also needed to decide how to move forward. The Public Protector process would be respected.

The Chairperson said that when Adv Mahlati had come to the Committee complaining of dictatorship at the board, the rest of the board had assured the Committee that it was working well together. This was a complete turnaround of the situation, and he wondered what had caused such a dramatic change. He also suggested that the board may well have been misleading Parliament on the earlier occasion.

Ms Vos said that it was not her intention to have a debate with the Minister and her Deputy. She had requested that she be allowed to speak for herself, because of the resignations of other members, and what she presented represented her own views. A range of quite complex questions had been asked.  The board had held a long session with the Public Protector, including on matter pertaining to perceived and alleged interference by the Minister. The Public Protector would be speaking to all who were alleged to be involved and their right would be respected. She thought it was disrespectful, and she would not be a party to, labeling persons as “dysfunctional” or as “not carrying out their work”. There were diverse skills and powerful personalities on the board, and some people had perhaps expressed themselves more forcefully than was desirable. The board had, however, worked very hard.

Ms Morutoa felt that Ms Vos was not answering questions, but expanding on what she had said.

Ms Vos proceeded that the assertion was made that the board was dysfunctional. Her answer was that it was not. It was clear that leaks had happened, but she did not know where they emanated. The CEO had found that an entire Board meeting was leaked and the National Intelligence Agency had been called in to investigate. The committees of the board had been fully functional. In relation to the point about the 24 hour news channel she noted that the SABC was requested to see if it was possible to launch one. The board had done the investigations and work into this, but felt it could not commit SABC to the costs that would be required. The Minister had asked SABC to look for partnerships. It was possible to do this on a DSTV platform, but there was a range of reasons, both financial and logistical, why the board did not feel it could launch that now.

The matter of the permanent COO appointment dated back to the Interim Board, which had approached then-Minister Nyanda, and clearly presented its concerns that Mr Mvuzo Mbebe had taken the previous Minister to court for not acceding to his appointment. The Labour Court decided in his favour and the judges said that the matter must be taken to Cabinet. Minister Nyanda was asked to take it to Cabinet, but this did not happen. When Minister Padayachee came into office, the SABC again took to him all the documents and asked him to resolve the issue by taking it to Cabinet. She reminded Members that the SABC could not advertise the post until this had happened. The same thing happened again when Ms Pule took office. Until Cabinet had signed off on the fact that Mr Mbebe would not be appointed, it was impossible to appoint a COO. The matter was out of the hands of the board.

Ms Vos noted that the governance committee of the SABC had been handling the SIU matters, from there being referred to the board. From time to time, directors had been given documents that were part of the investigations. She understood that, at one of the last meetings, one of the directors had asked whether it was possible for the board to present a synopsis and was told that it was not. In the meantime, unbeknown to her, the non-executive board had requested management to provide all the work done in relation to the report and what the board had done in terms of recommendations of the SIU. To her astonishment, she, and others, later found out that a firm of attorneys was employed to appointed to compile the report of the board to Parliament. She had received a phone call, late one night, from Mr Motsoeneng, offering to protect her as she was apparently implicated in that report. She had told him that she would protect herself. At the board meeting prior to that where the Deputy Chair and board had decided to redeploy Mr Motsoeneng, several other board members noted that they too had received similar calls and offers of protection from Mr Motsoeneng. None of the board, at this stage, was in possession of any document that they could present to Parliament. It appeared that the document was being “judiciously shown to people with political connections”. The board had decided that this and other behaviour (which she would not go into now) was not warranted, and that for these reasons Mr Motsoeneng should not continue to act as COO. He was also known to have interfered in radio and other programming. All other allegations and problems would have been discussed at another relevant committee meeting, but due to the resignations, this had not happened.

Ms Vos noted the comment on the previous meetings with Parliament. The fact was that the board had tried to be kind and generous to Dr Ngubane. She reiterated that when he had unilaterally appointed Mr Molefe in 2010, he had done so without the full authority of the board and the matter was indeed raised at that stage with Parliament, by the other 11 board members, setting out chapter and verse of the problems with Dr Ngubane. Parliament had chosen not to take notice of that, and had allowed Dr Ngubane to give his version. The 11 members were given a strong message by this Committee that they must be collegial, sort out the problems and “kiss and make up”. That had caused the board to become crippled in many ways. If Dr Ngubane did not get his way, or was angry, he simply would not attend the meeting, so that time was wasted. Several board members had resigned and there was no Deputy Chair.

Ms Ndlazi raised a point of order and asked the Chairperson to reprimand Ms Kilian on her body language.

Ms Kilian apologised if she had caused offence, but had no idea what she had done.

Ms Vos continued that after this direction from Parliament, the 11 members had the clear sense that Parliament simply wanted it to try to get along. Sometimes, matters would be fine, but at others, the board would find, for instance, that staff had been dismissed without their knowledge or approval. She was not sure whether the board should have come running to Parliament every few weeks, with its concerns that his actions could cause fruitless and wasteful expenditure. Instead, it tried to resolve things internally.

Ms Vos said that it was quite serious to say that the board had deliberately covered matters up. It was true that this had happened with the Molefe appointment. However, she noted that Dr Ngubane perhaps did not fully appreciate the difference between an executive and non-executive chairperson, as he continued to make the type of executive decisions that he would have made in his previous appointments. The board had attempted hard to work with him.

Ms Vos went on to talk about the board decision of no confidence in Ms Mahlati, where the entire board had indicated that they found her conduct during board meetings to be disruptive and destructive. He passionate views of various matters to do with contracts had worried Ms Vos. She and the whole board – including Dr Ngubane – had clashed seriously. However, Ms Mahlati also alleged that Dr Ngubane acted in a dictatorial manner. When the board had come to this Committee, it was about the behaviour of Ms Mahlati who had claimed that the Company Secretary was doctoring minutes, and made other outrageous accusations.

The Chairperson said that his question had been answered and there was no need for Ms Vos to go further.

Ms Vos wanted to put on record that there was no intention to mislead Parliament There was a confluence of two matters that needed to be separated – the first being Dr Ngubane’s behaviour, and the second being the board’s approach to the Committee about Adv Mahlati.

The Minister wanted to put on record that the Executive did not dictate, as suggested by Ms Vos in relation to Dr Ngubane’s past experiences, but sat at Cabinet to make decisions in the correct manner.

The Chairperson said that these issues had been raised before. He noted that currently, there were only two board members. The vacancies clearly needed to be filled, as nine board members were needed for a quorum, quite apart from the fact that all meetings must be chaired by the Chair or Deputy Chair.  However, the reality was that at this moment here was no board to carry out the functions of the SABC. It could well take two months or more to fill the vacancies and to appoint a full board, many interviews may be needed. The most urgent need was to provide recommendations for leadership to Parliament to ensure that there was no vacuum in the SABC. 

Ms Muthambi said it was clear that the board was dysfunctional, on many issues such as lack of confidentiality, lack of order, respect, and trust and political and personal agendas and the non-participation in reporting matters to this Committee. She recommended that the Committee invoke section 15 of the Act for dissolution of the Board.

Ms Kilian agreed with the point that effectively the board was dysfunctional but enquired if legally, the Committee was not obliged to conduct an enquiry before recommending the dissolution of the board.

The Chairperson noted that section 15A(b)(3) did state that the National Assembly, after ”due enquiry” may take courses of action. However, effectively speaking, there was a vacuum because the SABC had effectively collapsed, could not fulfil its fiduciary duties, adhere to the Charter, or carry out duties of running the affairs of the SABC. He noted that he had been told by the Legal Advisors, that this process of inviting the SABC sufficed as “due enquiry” into the matter.

Ms Kilian asked that the Committee, to be on the safe side, should obtain a written opinion on that point.

The Chairperson said that this was the advice he had received, but he would ask the Parliamentary Legal Advisor to expand on the point. He reiterated that the Committee was faced with a situation where there was a complete vacuum at SABC, and this Committee could not shy away from its responsibilities.

Mr Schneemann agreed that the remaining board be dissolved and there should be an immediate move to appoint an interim board.

Ms Ndlazi thought that Ms Vos’s and the Minister’s statements were testimony to a dysfunctional board. This Committee had already sent the board away several times because of poor presentations and she would not like to see the Committee come under criticism for failing to show leadership. Intervention was needed now, in the public interest.

Dr Barbara Loots, Parliamentary Legal Advisor, said that the concept of an enquiry was informed by the context. The Ministry and remaining board members were invited to clarify the status of the SABC, and the intention of this meeting had been quite clear. Both parties had been given the opportunity to present their case, and to respond to Members’ questions. Parliamentary Legal Services believed that this was “due enquiry” in terms of the Act.

Ms Shinn differed in her opinion and noted that Ms Vos had stated that she was speaking for herself, was not representing the views of the other board members, who were not in attendance. She did not think that the responses of the shareholder had been adequate. This Committee’s had the power to summons anyone to address it, and said that the Committee should have ensure that other previous board members were present, because unless this Committee had clarity as to exactly why they had resigned, there was no hope in appointing an interim board.

Mr D Kekana (ANC) said that the legal opinion was quite clear.

The Chairperson wanted to clarify that his invitation had been extended to the full board, not individuals.

Mr Kekana added that none of the points raised were news to the Committee as there had been concerns for a long time. Members all had their own opinions on the SABC and he did not think, in all fairness, that these would change, no matter how many enquiries were held.  He was satisfied, with his own background knowledge and having heard the presentations today, that strong and decisive action was needed to dissolve the board and appoint an interim board, and anything else would merely be delaying the matter and wasting resources.

Dr Loots clarified again that there were various aspects outlined in section 15A, and the list given set out, for instance, what would be taken into account if there were breaches of fiduciary duties, or where the board was unable to carry out its duties as a unit. Context would determine what was “due enquiry”. 

Ms Kilian asked whether section 15A(1)(b)(2)(c) was to be seen as the threshold to the installation of an interim Board, and questioned why the word “and” was used, not “or”. She was still not quite happy that the Committee would be following all the correct steps.

Dr Loots agreed that the “and” did appear, but noted that everything in the list was subject to the preceding sentence “if it failed in any or all of the following” – of which the most important words were “any or all”. That was why the context was so important. The aim of the Committee would be to determine how far the enquiry had to go.

Ms Lesoma agreed that the Board should be dissolved and due processes followed.

The Chairperson wanted to stress that the issues must be separated out. A forensic audit must still happen, but that was an entirely separate issue. Other Members had requested the SIU Report and on that too the shareholder must account to this Committee. The fact that the board may be dissolved did not absolve the shareholder from auditing its activities during its lifespan. The forensic audit would look into whether the board had fulfilled its fiduciary duties and had adhered to the Charter.

He noted that proposals had been made to act in terms of section 15A, because of the board’s complete inability to now function because there was no quorum.

Ms Kilian understood that there was a crisis, but noted that the Committee had created the crisis. It was now faced with the reality of a time line, but in the process it must take every step correctly. She still wondered if it would not be a safer route to ask the remaining councillor (once Ms Vos had tendered her resignation) also to resign.

The Chairperson again assured her that the majority of Members were satisfied that due process had been followed. It was formally proposed, and seconded, that this Committee resolve to recommend the dissolution of the whole board, because it was unable to performance its duties. He noted again the resolution also to call for a forensic audit, and asked the Minister also to fast-track the presentation of the SIU report to this Committee.

The first part of the meeting was adjourned.

Afternoon session
Following the dissolution of the South African Broadcasting Corporation Board (SABC), the Chairperson in guiding the Committee referred to Section 3 of the Broadcasting Amendment Act (No 4 of 2009) which inserted section 15A in Act 4 of 1999. He specifically referred to 15A (3)(a) which required the appointing body to appoint an interim Board consisting of the Chief Executive Officer, the Chief Operations Officer and the Chief Financial Officer and five other persons recommended by the National Assembly. He also referred to section 15A(b) which required the interim Board to be appointed within ten days of receiving the recommendations and that such Board should be appointed for a period not exceeding six months.

The Chairperson in further guidance and in reference to section 15A (4) said that the appointing body, on the recommendation of the National Assembly had to designate one of the members of the interim Board as the chairperson and another members as the deputy chairperson, both of whom had to be non-executive members of the interim Board.

Following the guidance, the Chairperson said that the Committee was supposed to recommend persons that would be appointed by the appointing authority to form the interim Board. The appointment of the interim Board had to be done within ten days from receipt of the recommendations.

Ms Shinn said that the interim Board should be appointed for a period of not more than three months to allow for advertisement of positions for a full time Board. She was concerned about the ten day period within which an interim Board had to be appointed.

The Chairperson said that the 10 day period applied to the appointing authority following the recommendations of the National Assembly.

Mr Schneemann said that considering that 19 March was the last sitting of the quarter and that the next one would be in the second week of April 2013, it was important that the nominations for the interim Board be finalised.

Mr Schneemann said that ANC nominations for the interim Board of the SABC were: Ellen Tshabalala who was experienced and had been involved in business on behalf of South African companies; Noluthando Gosa who was experienced in the broadcasting sector; Lindani Dlamini a qualified and experienced chartered accountant; Vusi Mavuso who was experienced in working with government departments and had also served on ethics committee of the Public Service Commission; and Sipho Johannes who was also experienced in the broadcasting sector.

Ms Shinn (DA) proposed that a proper meeting should be called the next week to properly consider the names nominated and to also give other parties time to consult with colleagues.

The Chairperson, in response, said that all options had been exploited and that there was no other time available to the Committee regarding the nominations for the interim Board.

Ms L van der Merwe (IFP) was concerned that the Committee Members had not had the benefit of seeing the curriculum vitae for the ANC nominations, adding that Nolutando Gosa had formerly resigned twice from the Board.

Ms Killian said that there was a crisis and that it was time for South Africans to make themselves available to serve. Commenting on the ANC nominations, she said that Vusi Mavuso was competent but she expressed no comment on the rest.

Ms Killian commented that the ANC had continued to meddle with the management of SABC and that her letter requesting a meeting on 12 March 2013 had not been considered by the Committee.

The Chairperson replied that the Committee was not composed of only ANC members – other Parties were a part of it and that isolating the ANC made it look bad in the eyes of the public. Decisions taken had to be owned by the Committee as a whole.

Ms Van der Merwe (IFP) asked what if the persons nominated were not willing to serve.

Ms Killian in addition to the ANC nominations, proposed: Eric Mafuna who was part of the African Leadership Group; Dr Iraj Abedian of Capital Property Fund and Shauket Fakie the former Auditor General. She added that these would make themselves available if approached by the Committee.

Ms A Muthambi (ANC) proposed that the Members be given a break to consider the nominations. The proposal was granted by the Chairperson.

[Meeting paused for a caucus session]
 
Once the meeting resumed, Mr Schneemann said that the ANC was withdrawing the name of Lindani Dlamini and replacing it with Ronny Lubisi. The name of Sipho Johannes was being withdrawn and replaced with Dr Iraj Abedian.

Ms Killian said that she had no mandate from Dr Iraj Abedian and that Committee should approach him to confirm his availability to serve on the interim Board.

Mr Steyn inquired as to what would happen if Dr Iraj Abedian were to decline his nomination.

The Chairperson said that the Committee was going to approach him in time.

Ms Muthambi proposed Ms Ellen Tshabalala as the chairperson of the interim Board and Ms Nuluthando Gosa as the deputy chairperson.

Mr Kekana proposed adoption of the names nominated and the proposal was supported by Ms Tsebe.

Ms Shinn said that the Democratic Alliance did not support the names as proposed and that the Party was going to make a declaration later on.

Ms Killian said that besides Dr Iraj Abedian, COPE was not supporting the names as proposed for the interim Board of SABC.

The Chairperson said that the interim Board was a stopgap to ensure that the functioning of the SABC was not brought to a standstill.

Ms van der Merwe, reiterating her earlier position, said that because of the absence of accompanying curriculum vitae for the nominated names, the IFP was not in support of the names as proposed.

The meeting was adjourned.