CSA’s Interim Board releases The Statement of Reasons in lieu of recent key decisions and activities in the Board

11 December 2020

Following the Interim Board’s virtual press conference held on 10/12/2020 Cricket South Africa (CSA) would like to immediately make public its statement of reasons outlining various key decisions of the board in lieu of Mr OmphileRamele.

The statement of reasons also explains the decision of the Board to exercise its discretion in terms of section 71(3)(b) of the Companies Act to remove Mr Ramela as a director of the Company, on account of him having neglected and been derelict in the performance of his functions as a director, as earlier outlined by the Chair of the Interim Board during the virtual press conference.

The statement of reasons can be accessed below.

The Interim Board would like to assure all cricket stakeholders that decisions made by the Board and all its structures are in the best interest of cricket and are directed towards bringing stability to the sport of cricket and including protecting the integrity and the reputation of Cricket South Africa.

Said Judge Zak Yacoob Chairman of the Interim Board, “The Interim Board of CSA has a responsibility to ensure that all its members act with ethical integrity at all material times. Equally, as the Board we must also ensure compliance with both the legal and corporate governance prescripts that allow us to perform our mandate as Board members. We therefore find it unacceptable that any of us should engage in destructive practices that do not enrich the process of ensuring that we get to the bottom of what has been happening at CSA. The decision of the Interim Board is therefore taken not withstanding Mr Ramela’s right to seek legal counsel and to make representations”.

Text of document:

CRICKET SOUTH AFRICA NPC (‘THE COMPANY”)

(REGISTRATION NUMBER: 2014/005486/08)

STATEMENT OF REASONS IN TERMS OF SECTION 71(4)(a) OF THE COMPANIES ACT 71 OF 2008

Introduction

1. On 6 December 2019, the Company’s erstwhile CEO, Thabang Moroe (“MrMoroe”), was suspended following reports that exposed a failure of controls within the Company.

2. The Company resolved to appoint a service provider, Fundudzi Forensic Services (“Fundudzi”) to conduct an investigation into its governance as well as allegations relating to among other things, the failure of controls.

3. Fundudzi delivered a four-year forensic report (about governance at the Company from January 2016 until December 2019) on or about 31 July 2020 (“the Fundudzi Report”).

4. On 27 August 2020, and pursuant to the release of the Fundudzi Report, the Company’s then board of directors resolved to dismiss MrMoroe. By then, the Company was plagued with allegations of mismanagement and corruption, and confidence in the Company (and consequently, South African cricket) was at an all-time low. Commercial sponsors were terminating their associations with the Company, and it became increasingly difficult for the Company to acquire new sponsors to take their stead.

5. Given the dire situation in which South African cricket found itself, and in October 2020, the Minister of Sports, Arts and Culture, Nathi Mthethwa (“the Minister”) issued a Notice of Government Intervention to the Company, indicating his intention to intervene into the affairs of the Company in an attempt to bring stability to it.

6. To this end, the Minister announced an interim board (“the Board”) to replace the previous board of the Company (the members of which had all stepped down). This announcement was formalised at a meeting of representatives of the Members’ Council and the Board (consisting of all its directors, including MrRamela) on 30 October 2020. The Board’s authority was ostensibly recognised by all present. The mandate given to the Board included handling the multiple alleged instances of malfeasance and corruption committed by employees of the Company as set out in the Fundudzi Report.

7. The Board was required to act on these findings most appropriately in order to restore confidence in the Company, and by extension, South African cricket.

8. Critically, the Minister was clear in his announcement that this was an extraordinary situation, and that the Board therefore needed to act swiftly in managing and trying to resolve these issues. The Board’s tenure would come to an end at the next AGM which was itself to be organised by the Board. It is therefore critical that the Board work with appropriate alacrity and precision.

9. The Board soon realised after it commenced work that there were a few persons of interest regarding the allegations of malfeasance and improper conduct in senior management positions, one of whom was the company secretary, Mr Welsh Gwaza (“MrGwaza”). At this point, it is important to note that the Board had the distinct impression that the Fundudzi Report seemed to place more blame at the door of MrMoroe than at anyone else in management. The Board therefore suspected that the Fundudzi Report was tailored to ensure that MrMoroe was dismissed justifiably. The Board also understands that MrGwaza largely provided the information and instructions on which the Fundudzi Report was based.

10. The Board identified MrGwaza as one of the principal role players who contributed to the rapid decline of corporate governance and oversight within the Company. It was clear to the Board that he would need to be suspended and subjected to a disciplinary hearing. MrGwaza’s suspension and disciplinary hearing was a fundamental part of the Board’s mandate to clean cricket administration in South Africa. MrGwazawas discussed at numerous meetings of the Board, and all board members were acutely aware of the need for him to be subjected to a disciplinary process. The only aspect which was not clear at the time, was when MrGwaza should be suspended.

11. It is in this context that this statement of grounds is to be considered.

The duties of Mr MrRamela as a director of the Company

12. As a director of the Company, MrOmphileRamela (“MrRamela”) has a duty to not use the position of director, or any information obtained while acting in that capacity knowingly to cause harm to the Company (section 76(2)(a)(ii) of the Companies Act 71 of 2008 (“the Companies Act”)).

13. As a director of the Company, MrRamela must exercise his powers and perform the functions of a director -

- in good faith and for a proper purpose (section 76(3)(a));

- in the best interests of the company (section76(3)(b)); and

- with the degree of care, skill and diligence that may reasonably be expected of a person carrying out the same functions in relation to the Company as those carried out by that director and having the general knowledge, skill and experience of that director (section 76(3)(c)).

14. As set out above, one of the most important aspects of the Board’s mandate is to address appropriately the alleged instances of malfeasance and corruption committed by employees of the Company, as set out in the Fundudzi Report. MrRamela’s (and indeed the other directors of the Board’s) responsibilities set out in section 76(3) of the Companies Act are even more relevant given this mandate

An Email dated 18 November 2020 (attached marked “A”)

15. It is the Board’s understanding that the appointment of South Africa’s representative at the International Cricket Council (“the ICC”) has historically been made by the Board of the Company. In any event, part of the mandate of the Board (which was agreed upon by the Members’ Council on 30 October 2020) was securing and enhancing the strategic position of South Africa within the ICC. The Board therefore must be responsible for the appointment of representatives to the ICC – not the Members’ Council.

16. On the very next day (31 October 2020), the Members’ Council met and took a decision to appoint MrRihan Richards (“Mr Richards”), acting-President of the Members’ Council to the ICC. The Board was not consulted (nor indeed, even informed) before (or after) this decision was made. This action by the Members’ Council was in flagrant disregard of the agreed mandate of the Board.

17. On 2 November 2020, in a meeting of the Board (in which MrGwaza was present as company secretary) the Board discussed extensively the procedure surrounding the appointment of a suitable representative to the ICC, not knowing that the Members’ Council had already resolved to appoint Mr Richards as the representative. At the same time, literally while the meeting was in progress, MrGwaza was sending the documents confirming Mr Richard’s appointment to the ICC on behalf of the Members’ Council, while in full knowledge that the Board was none the wiser..MrGwaza (and the Members’ Council) therefore wilfully concealed this irregular conduct by the Members’ Council’s.

18. On the evening of 17 November 2020, the Board resolved to appoint its chairman, Judge Zak Yacoob (“Judge Yacoob”) as South Africa’s representative on the ICC. Pursuant to this, Judge Yacoob wrote to the ICC informing it of the Board’s decision and in consequence received the documents which had to be completed for this purpose. It was upon receiving these documents, that Judge Yacoob (and the Board by extension) became aware for the first time of the Members’ Council’s appointment of Mr Richards to the ICC.

19. Judge Yacoob proceeded to write to the ICC (copying the Board) on 18 November 2020 at 15h24. Judge Yacoob first and foremost recorded in his letter to the ICC, that he was writing to the ICC in his personal capacity. Judge Yacoob proceeded to advise the ICC of this irregularity on the part of the Members’ Council, and specifically, that the Board had nominated him to be appointed to the ICC. Judge Yacoob requested of the ICC that the appointment of Mr Richards be accordingly set aside.

20. On 18 November 2020 and sent at 17:29pm, MrRamela addressed an email to the board, regarding Judge Yacoob’s email to the ICC.

21. In this email MrRamela accused Judge Yacoob of the following:

21.1. “absolute gross misconduct”;

21.2. that he had “[d]eliberately Misled the Board and the Shareholder” [sic];

21.3. that he has “[u]ndermined the Interim Board and its authority…”

21.4. that he is “putting the entire South African Cricket fraternity at risk…”

21.5. that he “acted unlawfully…”

22. MrRamela made these statements without any reference to supporting evidence. Had he read the letter carefully, it would have been clear that Judge Yacoob was writing to the ICC in his personal capacity. He either negligently did not see this, or wilfully chose to ignore it.

23. MrRamela made no reference to what, if any, laws had been contravened or what policy or regulation prescribed the alleged misconduct on the part of Judge Yacoob – bearing in mind that Judge Yacoob has served this country with distinction as a political activist, lawyer and (more particularly) as a judge in the Constitutional Court of South Africa.

24. The Board held a meeting later that evening, where Judge Yacoob was called to account by MrRamela regarding his letter to the ICC. MrRamela referred to Judge Yacoob as having “gone rogue”.

25. MrRamela’s actions sought to undermine Judge Yacoob’s legitimate complaint and resulting (indeed, appropriate) conduct. Judge Yacoob’s actions sought to progress the mandate of the board to correct the corporate governance failures, corruption and malfeasance at CSA.

26. MrRamela’s actions are an act of subterfuge; they bring into sharp focus ulterior motives which MrRamela may have towards the interim board and its mandate. At best for MrRamela, his conduct is grossly negligent (given that he has made these statements without evidence or any legal basis whatsoever).

27. Moreover (and as has been stated above), at the time this letter was written by MrRamela, MrGwaza had already been identified by the Board as a person who is potentially guilty of serious misconduct in the running of the affairs of CSA. It was also known that, given the Board’s concern with MrGwaza’s conduct, Judge Yacoob and MrGwaza had been at loggerheads with each other regarding the powers, functions and role of the board.

28. Notwithstanding MrRamela’s knowledge of this, he chose to advise MrGwaza of “an eminent [sic] inquiry/disciplinary on one or more of [the board’s] members due to alleged misconduct”. In a contrived attempt at discretion, MrRamela did not refer to the relevant board member’s / board members’ name(s). However, in his email to MrGwaza, he made it very clear that his reference of misconduct was in relation to Judge Yacoob:

28.1. He copied the entire board in his email to MrGwaza, save for Judge Yacoob.

28.2. He expressly advised MrGwaza that “the [b]oard [m]ember in question has since recused himself from the activities of the Interim Board”.

28.3. Clearly the director who “recused himself” would be the only director not copied in the email.

29. Furthermore, it should be pointed out that at this stage, no decision had been taken by the Board to commence disciplinary proceedings against Judge Yacoob. The correct procedure was for MrRamela to make such a recommendation to the Board, after which the Board would need to decide whether to commence disciplinary proceedings against Judge Yacoob. Mischievously, MrRamela’s email to MrGwaza seems to imply that disciplinary proceedings had been instituted against Judge Yacoob. A copy of the relevant email trail is attached marked “A1”.

30. Had MrRamela not had any ulterior purpose in sending out this email (that purpose being to sow discord amongst the board, and to alert persons subject to scrutiny by the board of weakness within it) and if he was seriously concerned with allegations of misconduct against the chairman (which allegations were notably made only by MrRamela):

30.1. he could have asked the meeting secretary, Ms Alisha James (who is not under scrutiny and who has access to CSA’s written policies) to provide him with CSA’s disciplinary policies;

30.2. he would not have required MrGwaza to be “in the presence [of the disciplinary inquiry] as company secretary”. Given MrGwaza’s status as a person of interest to the board for allegations of misconduct, it was wholly inappropriate to disclose allegations of misconduct on the part of the chairman to a person who was being investigated by the board for this very reason (let alone requesting that Mr Gwaza be present in the consequential inquiry)1; The fact that the allegations were baseless makes it worse.

30.3. he would have kept the matter within the Board and had the Board (on its own) hear the allegations against the chairman and the chairman’s responses . It would be incumbent on the members of the Board (on its own) to resolve whether the chairman was guilty of misconduct or not (again, an allegation only raised by MrRamela). MrRamela appeared to consider himself as judge, jury and executioner of an individual by whom he felt threatened.

31. MrRamela thus failed to exercise his powers and perform the functions as director in good faith and for a proper purpose and in the best interests of the company.

Email dated 1 December 2020 (attached marked “B”)

32. On 28 November 2020, the Board met to discuss, amongst other issues, instituting disciplinary proceedings against MrGwaza, and suspending him pending the proceedings. Ultimately, a resolution was passed to institute these proceedings.

33. In accordance with the resolution passed on 28 November 2020, MrGwaza’s notices of disciplinary action and suspension were prepared by the Board’s attorneys, Dingley Marshall Inc, signed by the chairman, Judge Yacoob, and served on MrGwaza on 30 November 2020.

34. This was reported back to the Board immediately.

35. It was at the meeting of the Board that same day that MrRamela disputed that a resolution had been passed at the previous Board meeting authorising the preparation of the notices against MrGwaza. MrRamela became extremely angry when he heard that MrGwaza had been charged and suspended.

36. It should be noted that that in an email to the Board, MrRamela in anger, stated the following:

“This suspension MUST be withdrawn with immediate effect failing which I am laying a charge against ALL board members involved.”

37. It should also be noted that MrRamela made this threat of criminal sanction without any basis , and has as at this stage still not laid any charge.

38. After much debate with MrRamela on this issue, and out of an abundance of caution, the majority of the Board resolved to ratify the issuing of the notices against MrGwaza. There could therefore be no dispute that the notices were issued with the Board’s authorisation.

39. Notwithstanding this ratification, in an email the very following day (1 December 2020, at 7:35pm), MrRamela addressed correspondence to Mr Richards (while copying the Board and executive management of the Company) disputing the Board’s resolution to issue notices of disciplinary hearing and suspension to MrGwaza.

40. MrRamela did so, notwithstanding that he was present at the meetings of the board on 28 (and 30) November 2020 when it resolved to issue (and ratified, respectively) notices of disciplinary hearing and suspension against MrGwaza.

41. In his letter to Mr Richards, MrRamela stated the following:

“It is our belief that the suspension of Mr. Gwaza was a gross misconduct by the involved

Board Members [sic] and the process followed is tantamount to gross violation of the

Law.[sic] …

At this point the Interim Board is in disagreement with this decision and did not resolve to

make the decision of suspending MrGwaza nor any other employee nor service provider at this stage.” [emphasis supplied]

42. MrRamela’s remarks, particularly that the directors of the interim board have acted in “gross violation of the Law”, is offensive, derogatory and harmful to the reputation of those to whom they are directed. Moreover, these remarks materially undermine the integrity of the Board (without proper justification or evidence) having the effect of obstructing its work in fulfilling its mandate, which mandate has to be fulfilled in a very short period of time.

43. MrRamela’s allegations must be viewed in light of the persons to whom they are directed:

43.1. Judge Yacoob, (who, as stated above, is a respected and retired Constitutional Court Judge);

43.2. Haroon Lorgat, a former CEO of the Company and former CEO of the International Cricket Council;

43.3. Judith February, a respected author, attorney and highly-regarded corporate governance specialist;

43.4. Stavros Nicolaou, the strategic trade director of Aspen Pharma, a board member of Brand South Africa, Proud SA, BUSA (Business Unity SA) and the BRICS Business Council, and ExCom member of NEDLAC;

43.5. Andile Dawn Mbatha, the chief financial officer of the IEC (Independent Electoral Commission);

43.6. MsNkeko Caroline Mampuru, the former Deputy head of the Special Investigating Unit; and

43.7. Mr Andre Odendaal, an honorary Professor, historian and former first-class cricketer.

44. MrRamela made these statements without any reference to fact. Despite numerous and repeated requests by various members of the board to do so, MrRamela made no reference to which laws, policies or regulations had been contravened, and more specifically, how these laws, policies or regulations had been contravened by the members of the board.

45. MrRamela, without any evidence made the false statement that the board was in disagreement as to the suspension of MrGwaza and that “there was a resolution contrary to that decision”.

46. While healthy and rigorous debate was had regarding MrGwaza’s proposed notices of suspension and disciplinary hearing (during the 28 November 2020 board meeting), a resolution to issue notices to this end was ultimately passed.

47. In his email to Mr Richards, MrRamela made further negligent and/or intentionally false statements in alleging that the board cannot account for the equipment confiscated from MrGwaza. MrRamela failed to point out that the equipment confiscated belongs to CSA, and that it is secure under the control of CSA and/or its attorneys. The fact that MrRamela might not be aware of this is not demonstrative of the entire board being as unaware. Members of the Board who have been instructing CSA’s attorneys on its behalf are fully aware of the status and location of this There is no secrecy around this either.

48. MrRamela, , alleged to Mr Richards that the interim board had “failed to resolve this matter” and that “we are now bringing this as a complaint and seek the Intervention [sic] of your office”.

49. This comment by MrRamela’s is at complete odds with statements made in a previous email dated 31 October 2020, in which , he stated: “On the legal principle of corporate governance”:

49.1. “The members [sic] council has no jurisdiction over the administrative operations of CSA”;

49.2. “The board accounts to the members [sic] council without the members [sic] council

interference over the operations of the board”; and

49.3. “The members [sic] council may not under any circumstances interfere with the

operations of the board…”. [emphasis supplied]

50. These views illustrate at least two things:

50.1. Given MrRamela’s statements in his email of 31 October 2020, he must have known when writing to Mr Richards on 1 December 2020, that his conduct in requesting the Members’ Council’s “intervention” in the affairs of the Board, was procedurally flawed.

50.2. Moreover, MrRamela’s views appear to change when it suits him, and are therefore not based in truth or conviction, but rather on opportunism.

51. MrRamela’s actions undermine the actions of the Board in seeking to fulfil its mandate to correct the corporate governance failures, corruption and malfeasance at CSA. This undermining is even more egregious when considering the very limited time in which the Board is required to “clean up” cricket in South Africa.

52. MrRamela’s actions are an act of subterfuge; they point to ulterior motives which MrRamela may have, including motives in favour of persons who are the subject of scrutiny by the Board in fulfilment of its mandate.

53. MrRamela has used information obtained while acting in his capacity as a director to (at best) negligently cause harm to the company, destabilise the interim Board, and (at worst) to do so with intent.

54. MrRamela, has failed to act with the degree of care, skill and diligence that may reasonably be expected of a person carrying out the same functions as a director of CSA.

55. MrRamela has failed to exercise his powers and perform the functions of a director in good faith, for a proper purpose and in the best interests of the company.

56. Moreover, MrRamela has a duty not to mislead the interim Board and / or the Members of CSA; he has failed in this duty and / or been derelict..

57. MrRamela’s negligence and / or dereliction of his duties as director are made all the more serious when viewed in the light of the public importance of his position and CSA’s role in the furtherance of cricket in South Africa.

Email dated 2 December 2020 (attached marked “C”)

58. MrRamela addressed the Board in an email dated 2 December 2020, sent at 7:35pm,

59. In this letter MrRamela places on record that paragraph 1 of the email directed by Lucien Lewin of Dingley Marshall Inc (“Mr Lewin”) (the Board’s attorneys) “would be completely false” [sic].

60. Paragraph 1 of Mr Lewin’s email records that, “[d]uring a meeting of the board held on Saturday, 28 November 2020 … [the board] resolved that [Dingley Marshall Inc] should proceed to formulate the notice of disciplinary hearing [addressed to MrGwaza] and that [he] be suspended with full pay pending the disciplinary hearing.” Mr Lewin and Mr Peter Turner (also of Dingley Marshall Inc) were both present at this meeting of the board and therefore have personal knowledge of the events which transpired.

61. At this juncture, it should be noted that Mr Xolani Vonya (“MrVonya”), who supports MrRamela’s contention that no resolution authorising the issuing of suspension and disciplinary hearing notices was passed at the 28 November 2020 Board meeting, was not present at the meeting when it was passed. He has no basis to support MrRamela’s position (or even the Board members who say that the resolution had been passed, for that matter). This is indicative of the ulterior motives of both MessrsRamela and Vonya.

62. MrRamela’s insinuation that Mr Lewin (a respected and admitted attorney of the High Court) was dishonest in his representation of events which took place at the Board meeting on 28 November 2020 is reckless, and without any merit (as are the allegations against the members of the board referred to in paragraphs 42 and 43 above).

63. Again, MrRamela’s conduct seeks to undermine the actions of the Board in fulfilling its mandate to correct the corporate governance failures, corruption and malfeasance at CSA.

64. MrRamela, has again failed to exercise his powers and perform the functions of a director in good faith, for a proper purpose and in the best interests of the Company.

65. MrRamela has failed to act with the degree of care, skill and diligence that may reasonably be expected of a person carrying out the same functions as a director of CSA.

66. In sending this letter , MrRamela has demonstrated gross negligence (indeed intentional malfeasance) and has been derelict in the performance of the functions of a director.

Disclosing of business discussed by the Board in board meetings to third parties

67. Members of the Board have noted (on multiple occasions) that issues discussed during closed board meetings have been leaked to third parties. Until recently, it has been unknown how this information has been leaked. It has recently become clear that MrRamela has been the source of this information, given what has transpired over the last few days. The reasons follow.

68. MrRamela has threatened on multiple occasions that, if the Board of directors did not accept a view which he held on an issue, he would “report” the Board to the media. This threat was carried through after the meeting of 30 November 2020.

69. As stated above, at this meeting, certain directors had reported back to the Board that MrGwaza had been served with the notices of a disciplinary hearing and suspension, to which MrRamela reacted very negatively. In this regard, MrRamela at the meeting;

68.1. denied that a board resolution had been taken on 28 November 2020 approving of Dingley Marshall preparing the notices of disciplinary hearing and suspension in respect of MrGwaza.

68.2. argued that Judge Yacoob had no authority to sign the notices on behalf of the Board;

68.3. insisted repeatedly that the Board had not followed due process in suspending MrGwaza; and

68.4. advised the Board that it had acted in violation of the Companies Act, the Company’s memorandum of incorporation and good governance policies, and that he would press criminal charges against them for these alleged violations.

69. This meeting was adjourned late in the evening on Monday, 30 November 2020.

70. Quite remarkably, and at 09:08am on the next morning, 1 December 2020, one of the directors, Judith February received an email from a sports journalist with the TimesLIVE, articulating the following questions and comments:

70.1. “I have been informed that the acting CEO, CFO and the company secretary have been served with notices of suspensions [sic] or letters of suspension. Can the Interim Board confirm if that is indeed true?” It is clear that someone had told this reporter that the notice of suspension had been issued to the company secretary and it was the reporter’s way of asking the question more generally in an effort to protect his informant. The Board strongly believes this informant to be Mr Ramela. Alternatively, Mr Ramela deliberately conveyed false information to cause pandemonium and create the impression of an irresponsible Board.

70.2. “Was there a Board resolution to suspend these executives?”. This implies that there was doubt in the reporter’s mind about whether there had been a resolution. That doubt was not in the minds of the majority of Board members, and was obviously sown by a disgruntled director unable to convince the majority of the Board to support his view.

70.3. “The Interim Board appears to be operating outside of the Cricket South Africa

governance structures and potentially the King Report and the Companies Act … To my knowledge and to date, the Interim Board has not managed to put in place sub- committees” [emphasis supplied]. Nobody outside of the board could know whether sub-committees had been formed or not, without being informed by a disgruntled director unable to convince the majority of the board to support his view.

A copy of this email is attached marked “D”

71. It also appears that MrGwaza was informed, not only that there was a dispute between members of the Board, but also the nature of the dispute (regarding the authority of the Board to issue notices of disciplinary hearing and suspension to MrGwaza and the chairman’s authority to sign these notices on behalf of the Board). In this regard, and on the same day (1 December 2020) at 14h51, MrGwaza addressed an email to Mr Lewin and the Board, requesting and stating the following:

71.1. MrGwaza requested “a copy of the the [sic] Board Resolution in terms of which the Board resolved to: (a) draft the charges contained in the Notice of Disciplinary Hearing; and (b) authorised [sic] the chairman of the Interim Board to issue the notice of suspension and effectively implement such notice”.

71.2. MrGwaza also stated that he was instructed to provide the person who attended at his residence “work tools”. He later says that Ms February and Judge Yacoob “insisted… that the work tools in [his] possession must be handed to Dingley Marshall immediately”.

71.3. He further records that “[i]n light of the fact that these worktools contain critically and highly confidential information, including information relating to the conduct of the Interim Board” he requested that they “confirm that … these work tools [will be held] in safe custody to ensure that such information is not comprised [sic]”.

72. The depth of knowledge (regarding the disputes between MrRamela and the majority of the Board) held by the journalist is even more astounding when considering the article which he published on 2 December 2020, a copy of which is attached marked “E”. I refer to the following extracts:

72.1. He starts by saying that members of the Board “are facing accusation of improper conduct and flouting due processes after company secretary Welsh Gwaza was allegedly suspended without board resolution”.

72.2. He then goes on to write that the Board “also allegedly intended to serve acting CEO KugandrieGovendor and CFO PholetsiMoseki with notices of suspension but the lack of resolution scuppered the plans”, and then,

72.3. “TimesLIVE has reliably established that Gwaza was served with a suspension notice on Monday while a board resolution was only obtained the following day.”

72.4. He later writes “TimesLIVE has established that the decision to suspend the three executives was reached during a weekend meeting between [Judge Yacoob], [Haroon Lorgat] and [Ms February] where the three apparently resolved to issue notices of suspension without a resolution”.

72.5. He also refers to the Board’s attorneys (who had by this stage only been referred to as having sent breach notices to independent contractors, and not to any employees of the Company). He writes that the Board “faces fresh allegations that it is not adhering to good corporate governance after it emerged that the temporary leadership is operating without sub-committees and only relies on legal advice from a newly appointed law firm” [emphasis supplied].

73. It is abundantly clear that MrRamela has been leaking confidential information discussed during meetings of the Board to the media (and possibly to MrGwaza) with complete disregard of his fiduciary duties to the Company.

74. It should be pointed out that MrGwaza had no reason to suspect that there was a dispute as to whether the Board had complied with internal protocols relating to the resolutions needed to authorise the notices served on him. Indeed, this was the first time that MrGwaza enquired into compliance with internal processes followed by the Board. We note that some of the charges against MrGwaza relate to his failure to ensure that prescribed processes in terms of agreements and CSA policies were complied with (a copy of MrGwaza’s charge sheet is attached marked “F”):

75. In terms of paragraph 8.6.1 of his charge sheet, MrGwaza failed (in relation to the appointment of the HR function) to consult with the Board of directors and/or the Remuneration Committee prior to the decision being taken to appoint such person, when he was obliged to so consult.

76. In terms of 8.6.2 thereof, MrGwaza failed, in relation to the Framework Agreement concluded between CSA and Global Sport Commerce PTE Ltd to disclose to the Financial Committee of CSA that the required due diligence on GSC had not been concluded and failing to ensure that such due diligence was done.

77. These charges illustrate a lack of comprehension (or wilful ignorance) on the part of MrGwaza of the need to ensure that internal processes are followed before agreements are concluded by CSA. It is therefore surprising that MrGwaza has suddenly become aware of an alleged lack of process being followed in the Board.

78. What is also concerning, is not only the knowledge which the journalist and MrGwaza had regarding the nature of the Board meetings prior to the issuing of the notices against the latter, but also the similarity between the language used by them and MrRamela in referring to the alleged deficiencies in respect of the Board processes.

79. These similarities, considered along with:

79.1. The knowledge these third parties had of the discussions in Board meetings;

79.2. MrRamela’s disproportionate anger at what he has described as the lack of proper governance by the Board;

79.3. MrRamela’s previous threats of reporting confidential Board discussions to the media; and

79.4. MrRamela’s violation of the confidentiality of these discussions by disseminating internal Board communications to Mr Richards and MrGwaza while an active investigation into his conduct was being performed by the Board, one is lead to the ineluctable conclusion that the source of the leaks of confidential information relating to Board meetings to the media and Mr Gwaza is Mr Ramela.

80. In the circumstances, and at best for MrRamela, he has neglected and / or been derelict in the

performance of the functions of a director, as contemplated by section 71(3)(b) of the Companies Act. At worst, Mr Ramela is guilty of egregious conduct of the worst kind as a director, by intentionally disseminating confidential information to unauthorised third parties.

Conclusion

81. Given what is stated above, it is recommended that the Board exercise its discretion in terms of section 71(3)(b) of the Companies Act to remove MrRamela as a director of the Company on account of him having neglected and been derelict in the performance of his functions as a director.

82. It should also be recorded that MrRamela has indicated to the Board that he does not intend to work with a Board which is driven by democratic principles of majority rules. The majority of the Board has noted this and has indicated that they would be compelled to resign should MrRamela remain in his position and maintain his resistance to democratic principles being adhered to in board meetings.

Issued by Cricket SA, 11 December 2020

1 Significantly, this request belies the authenticity of MrRamela’s supposed concern for “deligitimiz[ing of the board’s] work” as he states in his email to MrGwaza.