The President of the Black Management Forum (BMF), Mpho Motsepe, reacted to the findings of an independent report that highlighted governance issues and financial irregularities, suspending seven board members.
Conflict and Investigation
BMF has descended into an escalation of mutual suspensions stemming from internal power struggles. After an independent investigation revealed serious governance shortcomings and financial misconduct, President Mpho Motsepe initially rejected his own suspension before issuing letters suspending seven directors.
Initially, the BMF board issued directives to 'place' Motsepe and two other members following a report by an independent committee examining governance breaches. However, Motsepe stated in an interview with eNCA on Monday that he remains the lawful president and suspended seven directors for conducting, in his words, 'illegal meetings.'
Committee Powers and Scope of Investigation
The committee, composed of prominent BMF figures, was appointed to investigate complaints lodged against Motsepe and the directors of the lobbying group's investment division. The organization's managing director, Monde Ndlovu, could not comment on the situation at the time of publication. The committee's main tasks were to examine board dysfunction, review all claims, allegations, and governance issues raised by stakeholders.
Its scope included identifying instances of improper conduct, distinguishing between disciplinary matters and governance violations, verifying compliance with the Memorandum of Incorporation (MOI), and providing recommendations for restoring effective governance and institutional stability. Issues identified included unauthorized salary increases, dividend declarations, irregular appointments, and inadequate board management.
History and Financial Irregularities
Founded in 1976, BMF is an influential, non-racial, and non-sexist organization in South Africa dedicated to the country's socio-economic transformation by developing managerial leadership and creating corporate structures that reflect the nation's demographics. Motsepe, who replaced Andile Nomlalo, was elected to this position in 2024.
The investigation found that Motsepe, along with the BMF Investment directors, approved an increase in their remuneration without obtaining the special shareholder resolution required under Section 66(9) of the Companies Act. The report states: 'Based on the evidence and information obtained by the Committee, we conclude there is a prima facie case that members of the BMF Board may have acted in contravention of the Companies Act by approving and implementing their remuneration increase.'
Furthermore, the report established that Motsepe and Tulani Mlangeni, both board members, failed to recuse themselves when discussing a 25% pay increase and other matters where they had conflicts of interest. It was also discovered that in July 2024, the board declared a dividend of 31 million rand without conducting the necessary solvency and liquidity test required by Section 46 of the Companies Act. The report concluded that the dividend declaration violates Section 46 of the Companies Act and raises concerns about the fiduciary duties of the investment division board.
Previous Conflicts and Recommendations
This is not the first instance of retaliatory action by Motsepe. According to reports, former BMF board member Papama Mncandi accused Motsepe of orchestrating a 'BMF heist' and failing to act against corruption within the organization earlier this year. In response, Motsepe filed a defamation lawsuit for 2.5 million rand in the High Court of Gauteng, claiming the accusations were false and damaging.
The committee recommended sanctioning Motsepe for using the organization's name in personal disputes, emphasizing that leaders must clearly separate actions taken in a personal capacity from those taken on behalf of the organization. The committee also recommended that BMF establish a disciplinary committee to investigate Motsepe and all affected directors regarding various allegations.
Board Member Issues
The committee also examined a complaint against Mlangeni, the chairperson of the Mpumalanga province, who reportedly studied in Europe and had been absent from the province for a long time. The committee reported that it had received no information or evidence that he continued to meet the requirements for holding office despite his prolonged absence. 'In the absence of evidence confirming that Mr Mlangeni continues to meet the requirements for office, the committee recommends that he be deemed to have vacated the position of Mpumalanga provincial chairperson and therefore cease acting as a Board member immediately.'
Additionally, the committee noted that the submitted information indicated that the student chapter had not held a national conference since May 2024, which contradicts the organization's constitution. Consequently, Richard Molefe, the student chapter chairperson, should be removed from office as his term has expired.