Posted to the web on: 24 October 2005
Will Bidvest explain RamaphosaÆs failure to attend all board meetings?
Rob Rose
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WHEN Bidvest said last year that Cyril Ramaphosa would be taking the role of chairman, many wondered how the man would manage to fit this into an increasingly swollen schedule.
While certain of BidvestÆs shareholders were pleased that Brian Joffe was acknowledging governance norms by splitting his role of CE from that of chairman, the issue of RamaphosaÆs time was a valid concern.
After all, Ramaphosa already sits on seven other major boards ù including Standard Bank, SABMiller and Johnnic ù and manages his own investment company Shanduka to boot.
Unfortunately for Bidvest shareholders, its new annual report will provide no consolation. Of five possible board meetings, Ramaphosa attended only one ù and neither does he serve on the audit, nominations or remuneration committees.
The explanation in the annual report is also meagre. It states only that ôcertain directors were not able to attend all meetings as meeting dates were changed at short noticeö. Yet Ramaphosa was paid the princely amount of R360000 for his work as chairman. How could he possibly have earned this when, it seems, he was not even around most of the time? This is an important issue, which goes to the heart of black economic empowerment.
With many of the top companies chasing the same pool of well-connected black executives, the question of when they become so overburdened that shareholders get a raw deal will doubtlessly arise again. Theo Botha, a corporate activist who has made himself unpopular with the many firms he has confronted, says this is a glaring hole in BidvestÆs governance.
ôItÆs ridiculous that a company of BidvestÆs size can allow its chairman to attend only one meeting. Surely, the company has a duty to explain to shareholders why its chairman was hardly present,ö Botha says.
Another important question is that with 34 members on BidvestÆs bulky board, who ran the meetings when Ramaphosa was not present? Given that RamaphosaÆs appointment was meant to ease the governance concerns that arose when Joffe was the executive chairman, one wonders whether Joffe himself stepped in to chair the meetings.
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