BMF Investments shareholder questions directors’ 25% fee hike

An unhappy shareholder has written a scathing letter raising corporate governance failures at the investment arm of the Black Management Forum (BMF), and accusing its directors of violating the Companies Act by awarding themselves an unauthorised 25% increase in director fees.
In the letter, Meadow Springs Investments SA – a shareholder in BMFI – said the directors had unilaterally awarded themselves the hefty fee increases even after shareholders shot down the idea at the investment company’s annual general meeting (AGM).

The investment arm of the BMF has a portfolio that includes a 1.3% stake in Nedbank, a 1.2% interest in Raubex and a 25.1% stake in the Rosslyn Hub Development Company.
The letter has resurfaced amid ongoing scrutiny of the governance crisis at the BMF and BMFI, following a series of reports on a leadership rift that has torn the lobby group apart.
The BMF, whose prime mandate is to champion transformation in the corporate public sectors, has been rocked by a bruising leadership squabble that has seen directors counter-suspend each other.
At the heart of the tussle is an explosive report compiled by stalwarts of the BMF, which has recommended the suspension of the organisation’s president, Mpho Motsei
and members of BMFI.
Chaired by MKP MP Mzwanele Manyi, a former BMF president, the committee also found that BMFI members had irregularly awarded themselves fee increases without obtaining shareholder approval.
It also flagged the declaration of a R31-million dividend by BMFI without having first performed a solvency and liquidity test as required by Section 46 of the Companies Act. The section stipulates that a company can only pay dividends to shareholders if it is financially healthy.

The stalwarts recommended that Motsei and members of the board of BMFI be hauled before a disciplinary hearing. However, Motsei has in turn “suspended” directors of the BMF board who adopted the report that recommended his suspension. He also accused Manyi of attempting to capture the organisation.
But now, BMFI shareholder Meadow Springs Investments SA has entered the fray, demanding answers over the 25% board fee increase.
In a letter addressed to the then BMFI board chairperson Lerato Nage, Meadow Springs director Chama Kamukwanda said shareholders had objected to an ordinary resolution presented at the AGM held on September 4, 2025 at the Capital Hotel in Sandton, which sought shareholder ratification of the directors’ decision to increase their own remuneration.
“We expressed our concern that the directors had awarded themselves a 25% increase in remuneration effective from January 2025. This increase came soon after the AGM held on 16 August 2024 had approved a 6% increase proposed by the same board,” Kamukwanda wrote.
According to Kamukwanda, the directors implemented the increase months before seeking shareholder approval.
He argued that the decision was inconsistent with Section 66(9) of the Companies Act 71 of 2008, which provides that directors’ remuneration may
only be paid in accordance with a special resolution approved by shareholders within the preceding two years.
“The directors ought to have known they had no authority to approve their own remuneration given that they followed the correct process at the prior AGM,” he said.
Kamukwanda further alleged that the directors were conflicted because they participated in a decision affecting their own financial interests.

“Declarations of interest could also not have been made in the manner prescribed by Section 75(5), which requires directors to declare their personal interest and leave the meeting.”
Although shareholders were informed that the directors would repay the allegedly unauthorised portion of the remuneration, Kamukwanda said this alone was insufficient.
He called on BMFI to provide shareholders with an
independently audited statement detailing the amounts that had been paid without authorisation and to issue written confirmation that the money had been repaid in full.
“The above matter has raised serious concern about the level of corporate governance that could be happening at the company. It is our hope and expectation that the directors will act with urgency and full co-operation in resolving this matter,” Kamukwanda wrote.
Responding to Sunday World on Friday, Kamukwanda said that the BMFI had responded to him stating that the matter would be resolved, however, his company had not received any confirmation that the unauthorised remuneration had been repaid, and no audited financial statements were provided.
BMFI CEO Zandisile Mabuya declined to comment. “Please be advised that your list of questions is subject to pending legal proceedings, and thus we will not be able to provide you with a response, as that would undermine the principle of sub judice.”
BMF managing director Monde Ndlovu also declined
to comment.

Bongani Mdakane