An explosive report compiled by stalwarts of the Black Management Forum (BMF) has recommended action be taken against the organisation’s president and board members of its investment arm over serious governance concerns and financial
irregularities.
But the embattled President of the organisation, Mpho Motsei, has hit back by counter-suspending those he says are trying to hijack the BMF.
A committee comprising BMF stalwarts was tasked with investigating complaints against Motsei and directors of the lobby group’s investment arm.
The BMF’s prime mandate is to champion transformation in the corporate public sector.
Chaired by former and long serving BMF chair and MK Party MP Mzwanele Manyi, the committee found that the board members irregularly awarded themselves fee increases without obtaining shareholder approval. This was in conflict of Section 66 of the Companies Act.
It also found that in July 2024, the board declared a R31-million dividend without performing a solvency and liquidity test as required by Section 46 of the Companies Act. The section stipulates that a company can pay dividends to shareholders only if it is financially healthy.
The BMF’s investment arm has a portfolio that includes a 1.3% stake in Nedbank, 1.2% in Raubex and 25.1% in the Rosslyn Hub Development Company.
BMF stalwarts concluded that the declaration of a dividend was in breach of Section 46 of the Companies Act and raised concerns about the board of the investment division’s discharge of its fiduciary duties.
“Based on the evidence available to it, the committee is of the view that a prima facie case exists, warranting further investigation into the conduct of those directors who participated in and approved the declaration of the dividend.
“All BMF nominees to the BMFI board should be afforded a reasonable opportunity to respond to the allegations and provide any mitigating or explanatory evidence.”
According to the report, BMF Investments directors, among them forum president Mpho Motsei and acting chairperson Lebogang Phasha, also approved a 25% increase in their own remuneration.
“Based on the evidence and information received by the committee, it is our considered view that a prima facie case exists that members of the BMFI board may have acted in contravention of the Companies Act through the approval and implementation of increases of their own board remuneration.
“The evidence before the committee is sufficient to warrant a formal investigation and disciplinary process.”
It recommended that the board institute an independent disciplinary process against the implicated board members.
The report also flagged governance issues relating to the main board’s composition.
Among the issues investigated was a complaint that Thulani Mlangeni, the Mpumalanga chairperson, was studying in Europe and had been absent from the province for a long time.
The committee said it had not been provided with evidence that Mlangeni, who is also a board member of BMF Investments, continued to serve as Mpumalanga chairperson. That meant he should be regarded as having vacated the position and cease to be a member of the board and its structures.
It further found that the BMF’s Student Chapter had not convened a conference since May 2024.
The committee said that contravened the organisation’s memorandum of incorporation and therefore, Richard Molefe, the chairperson of the Student Chapter, should be removed from the role as his term of office has expired.
The committee said the chairperson of the BMF in Limpopo, Daisy Raphela, had not been properly elected to the role. Motsei, the BMF president, was chairperson of the Limpopo structure until 2024.
According to the report, when Motsei vacated the Limpopo office, a provincial annual general meeting should have been held to elect a new chairperson.
It has since recommended Raphela’s removal from the role and BMF board until an AGM had been held. Motsei was also taken to task for using the name of the organisation in a legal battle with former board member Papama Mnqandi.
In May, Mnqandi wrote a letter to the board accusing Motsei of orchestrating a BMF heist and failing to act on corruption in the organisation.
In retaliation, Motsei filed a R2.5-million defamation law-suit against Mnqandi in the South Gauteng High Court, for making “false and damaging allegations” in the letter.
The committee of stalwarts has since recommended that the BMF president be reprimanded for using the organisation’s name in his personal battles.
““Failure to maintain this distinction may create the impression that the organisation has endorsed, authorised or become party to a private dispute, thereby exposing it to unnecessary legal, reputational and governance risks.”
It recommended that the BMF set up a disciplinary committee to probe Motsei and all affected directors in relation to the various allegations.
In a letter informing Motsei of his suspension, BMF acting president Lilly Moabi said the board had resolved to adopt the committee’s report and implement its recommendations in full. As such, he would be facing an independent disciplinary hearing.
Motsei insisted on Saturday that he was still the President of the BMF. He in turn said he had issued letters of suspension to seven directors, including Moabi.
He accused them of holding illegal meetings to stifle his work of preserving the organisation.
- A Black Management Forum (BMF) committee found serious governance and financial irregularities involving President Mpho Motsei and investment arm board members, including unauthorized fee increases and improper dividend declarations violating the Companies Act.
- The committee recommended independent disciplinary hearings for Motsei and implicated directors, highlighting breaches such as lack of shareholder approval for remuneration hikes and failure to conduct solvency tests before dividend payments.
- Governance concerns were raised about board composition, including prolonged absences of the Mpumalanga chairperson and irregularities in Limpopo and Student Chapter leadership elections, resulting in recommendations for removals.
- Motsei countered the allegations by suspending seven directors, accusing them of hijacking the BMF, while facing suspension himself pending a disciplinary hearing after the board accepted the committee's report.
- The committee also reprimanded Motsei for using the BMF's name in a personal legal dispute, warning this risks legal, reputational, and governance damage to the organization.
