SAA board and chair must fulfil their obligations at critical juncture
Tuesday, 20 June 2017
The Mail & Guardian reports that SAA chair, Dudu Myeni, has recently missed six special
board meetings, and that her colleagues on the board are taking legal advice in this regard.
If these reports are true, they may indicate that Myeni is failing to adhere to her duty as a
The reports also demonstrate the intimate connection between good governance and
organisational performance and sustainability, adds Parmi Natesan, Executive, Centre for
Corporate Governance, Institute of Directors in Southern Africa.
“It is common knowledge that SAA is in dire financial straits, and has been for some time. At
such a time, more than ever, the board and especially its chair have a critical role to play in
providing leadership in steering the organisation into calmer waters,” Natesan says. “Not
attending several special board meetings at a time such as this is worrying, especially given
that board meetings are typically scheduled around the chair’s diary in the first place.”
The law requires directors to exercise care, skill and diligence in their role. It is generally
agreed that in this context, board members should not only attend meetings, but also
prepare rigorously for them in advance, so that they can make a valuable contribution. If
they cannot attend, they should furnish valid reasons and also consider making written
input before the meeting.
Because board chairs play such an important role, various governance guidance documents elaborate on this responsibility. Providing overall board leadership and presiding over board meetings and ensuring that time in meetings is used productively, are just two of the many vital functions that simply cannot be exercised when a chair is repeatedly absent.
“It would also be interesting to know whether the SAA chair has a deputy in place, or a lead independent director, to ensure that meetings can proceed effectively in her absence,” says Natesan. “The troubles at SAA and other parastatals provide yet more support for what the IoDSA has always emphasised: the principles of good governance are integral to improved performance and sustainability. We hope the board will show the courageous leadership that is needed to pull the organisation back on track.”