CORPORATE GOVERNANCE: Is it time for Oceana to review its board?

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Oceana has recently been in the press for several reasons, none of them good. Although the company has (barely) satisfied reporting requirements and maintains that its corporate governance is above board, some questions remain.

As far back as 2018, investors, particularly institutional investors, were already starting to use board tenure as a proxy for board independence and effectiveness for several reasons. According to the Institute of Directors South Africa the reasons include:

Parmi Natesan, chief executive officer of the IoDSA, says the rule of thumb for non-executive directors when it comes to acceptable board terms is three years, renewable for a further two terms – giving a maximum of nine years. Chairman Mustaq Brey has served on the board for a whopping 26 years since his appointment in 1995. Brey is the co-founder of empowerment stalwart, Brimstone Holdings, and one of the company’s very first investments in 1995 was the purchase of a R7.5-million stake in Oceana.

Daily Maverick’s article highlighting her potential conflict of interest as a board member of both the JSE and Oceana wason 28 February. However, Bassa denied any relation between the bad press Oceana has received and her resignation from the Woolworths board, before we could even ask the question. Locally, PwC’s “Non-executive directors’ practices and fees trends report” for February 2022 states that global advisory firm Institutional Shareholder Services advocates that directors holding five or more mandates should receive a negative vote from shareholders. Five members of the Oceana board are currently sitting on five or more boards.First chief financial officer Hajra Karrim was suspended on 7 February.

 

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