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Cricket SA’s members council details events in the wake of the failed special general meeting

Cricket South Africa’s (CSA) members council says there were “misrepresentations” made in the wake of the failed special general meeting at the weekend.

After the failed special meeting Saturday‚ sports minister Nathi Mthethwa issued an ultimatum to the members council on Monday and gave them until 5pm on Tuesday April 20 to reconsider their defiant stance or risk facing his wrath.

The members council is made up of the 14 affiliates presidents and is CSA’s elected highest decision-making body.

In a letter to the members council on Monday‚ which TimesLIVE has seen and is circulating on social media‚ Mthethwa confirmed he still has not invoked powers bestowed on him in section 13(5)(c)(i) – (i) of the sport act.

The CSA interim board also released a statement and said it was disappointed that the members voted against the amendments to the MOI to allow for a majority board and an independent chairperson.

The members council fired a statement of their own on Tuesday.

“The members’ council of Cricket South Africa (CSA) has today shared a factual account of the events leading to the voting at the Special General Meeting (SGM) and the misrepresentations that were made‚” reads the statement.

“Following the recent SGM conducted by CSA‚ the members’ council (MC) are of the opinion that not all facts were presented by the interim board (IB) in terms of the vote that recently vetoed the adoption of the proposed memorandum of incorporation (MOI).”

The members council said there are several factors that led to this impasse and went on to list them.

Notice and draft MOI:

The MOI final draft was received by the members council on Friday‚ 16 April at 00h38. The notice of the meeting was finally received at 20h26 on the same day. This hardly gave the members council any time to send‚ discuss and approve the final draft of the MOI with the actual custodians of cricket‚ which are the affiliates. Hence there was a plea for a 7-day extension‚ which was rejected by the IB.

Condoning of defective notice:

Whilst all 14 affiliates agreed to the condoning of the defective notice of these‚ 06 (six) of the affiliates indicated that they needed to engage their members and proposed that the SGM be moved by a week to the 24 April 2021.

The results on the vote of the defective notice were communicated to the interim board on the morning of Friday‚ 16 April 2021‚ that very afternoon around 14h00 the IB informed members council that the Minister of Sport said the SGM will carry on the next day regardless.

SASCOC provisions:

The affiliates were cognisant of the fact that any amendment to the MOI needed to be endorsed by SASCOC prior to its adoption.

In several meetings the members council pleaded with the IB that as part of good governance‚ the amendments to the MOI ought to be sent to SASCOC for approval.

The IB brashly disregarded this plea and indicated that the minister would manage SASCOC.

The minister also said that the IB should disregard any governance document‚ legislation or provisions thereof that posed as a hindrance to their mandate.

SASCOC sanctions vs ministerial sanctions:

The affiliates were aware that if they were to adopt the MOI at the SGM without SASCOC’s input‚ CSA could be suspended or expelled as a national sport federation.

This would have dire repercussions for our players as they would not be able to represent South Africa on any international stage.

The members council had to make the decision that placed the sport and its players first.

Contentious provisions in the new MOI

The margin between the independent directors and non-independent directors:

Post the meeting between the minister‚ IB chairperson and CSA acting president on 12 April 2021‚ the IB chairperson proposed that the board would comprise of 07 independent directors‚ 05 non-independent directors and 01 executive (being CEO). This message was communicated to the affiliates‚ however‚ in the final draft the MOI presented 07 independent directors‚ 04 non-independent directors and 02 executives (being the CEO and CFO). This‚ the members council construed as acting in bad faith by the IB.

Independent chairperson:

The minister and the IB continue to stress the fact that they are implementing the Nicholson recommendations but the Nicholson report made no mention of the CSA board being chaired by an independent director. Therefore‚ why add to what Nicholson did not recommend if the mandate was purely the implementation of the Nicholson recommendations?

Objectives of the Company:

The members council are of the opinion that the objectives of the company are to be determined by the members council and the board to give effect to implementation of the determined objectives.

Affiliates to mirror CSA MOI:

The contents of this clause implies that in every structure down to club level‚ their boards must have an independent chairperson‚ have a majority of independent directors and have their CEO and CFO as part of the Board.

This is impractical and would result in cricket being administered by non-cricketing individuals at grassroot level.

“The refusal by the IB to afford members’ council sufficient time to deliberate the final draft of the MOI with their respective affiliates was a catalyst to this impasse.

“The time span of less than 24 hours to consider such an important document is in our opinion unreasonable.

“In addition‚ the duress and political pressure displayed prior to the voting at the SGM was highly unorthodox‚ unfortunate‚ and unethical.

“An MOI is a document that must be designed to be fit for purpose while adhering to the prescripts of legislation.

“The members council does not believe the impasse is unresolvable‚ it merely implores the IB to respectfully and willingly come to the table and take into consideration what is in the best interests of the players and cricket as a whole.”

– TimesLIVE

Source: ARENA Holdings.