COMMISSION OF INQUIRY OF THE PUBLIC INVESTMENT … › commissions › pic › trns › 2019-04-24-PICC-Tra… · 24-04-2019 · ADV ISAAC MONNAHELA: Paragraph 1. MS BONGANI MATHEBULA:

COMMISSION OF INQUIRY OF THE PUBLIC INVESTMENT

CORPORATION

HELD AT

TSHWANE, PRETORIA

10

24 APRIL 2019

DAY 32

20

24 APRIL 2019 – DAY 32

Page 2 of 170

PROCEEDINGS HELD ON 24 APRIL 2019

CHAIRPERSON: Good morn ing , everybody.

ADV JANNIE LUBBE SC : Good, Commiss ioner and members .

CHAIRPERSON: The room appears empty.

ADV JANNIE LUBBE SC: Yes . Mr Commiss ioner, we are ready to

p roceed. The ev idence w i l l be led by my co l league, Advocate

Monnahe la and the w i tness and she w i l l be tes t i f y ing on a w ide range

o f top ics . I t w i l l p robab ly take the day. I t i s the re ins ta ted secre tary o f

the P IC, Bongan i Mathebu la .

CHAIRPERSON: Yes , I see a face tha t we have no t seen fo r a wh i le .

Mr Monnahe la . Your fu l l names, p lease, Ma ’am.

MS BONGANI MATHEBULA : My fu l l names Bongan i Lou isa Mathebu la .

CHAIRPERSON: I d id no t take the second name?

MS BONGANI MATHEBULA : Lou isa .

CHAIRPERSON: Lou isa?

MS BONGANI MATHEBULA : Mathebu la .

CHAIRPERSON: Yes . Do you have any ob jec t ions to take the

prescr ibed oa th?

MS BONGANI MATHEBULA : No, I do no t .

CHAIRPERSON: Do you swear tha t the ev idence you are about t o

g ive , w i l l be the t ru th , the who le t ru th and no th ing e lse bu t the t ru th?

Ra ise your r igh t hand and say, so he lp me God.

MS BONGANI MATHEBULA : So he lp me God.

BONGANI LOUISA MATHEBULA : (d .s .s . )

CHAIRPERSON: Thank you very much. You may be seated .

MS BONGANI MATHEBULA : Thank you.

24 APRIL 2019 – DAY 32

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ADV ISAAC MONNAHELA : Thank you, Mr Commiss ioner. Ms

Mathebu la , you have made a s ta tement wh ich you w i l l p resent as par t

o f your ev idence before th is Commiss ion . May I ask y ou to s ta r t

read ing your s ta tement f rom paragraph 1?

MR EMANNUEL LEDIGA: Jus t a ques t ion . Jus t a qu ick one. Ms

Mathebu la , i t i s go ing to be a long journey today. I t i s a long

s ta tement . So, p lease fee l f ree to d r ink water. You know, i t i s go ing to

be a long, long journey and we – I am sure we w i l l t raverse i t we l l , a l l

r igh t?

Thank you . Some co f fee i f you , you know, you fee l to have

some co f fee , a l l r igh t? Ja , somewhere there . Ja , a l l r igh t . Thanks .

Thank you .

MS BONGANI MATHEBULA : Thank you, Advocate . Where do I s ta r t?

ADV ISAAC MONNAHELA : Paragraph 1 .

MS BONGANI MATHEBULA : Okay. A l l r igh t .

“ I am an adu l t female , cur ren t ly employed by the

Publ ic Inves tment Corpora t ion SOC L imi ted as

company secre tary.

Save where the con tex t ind ica tes to th e cont ra ry o r

where i t i s o therw ise s ta ted , the fac ts conta ined in

the s ta tement a re w i th in my persona l knowledge and

to the bes t o f my be l ie f , bo th t rue and cor rec t .

I con f i rm tha t I made th i s s ta tement vo lun tar i l y

w i thout any coerc ion to ass is t the work o f the

Commiss ion o f Inqu i ry.

I was reques ted by the ev idence team to address

24 APRIL 2019 – DAY 32

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spec i f i c mat te rs , wh ich I w i l l do in the subsequent

paragraphs .

As a governance p ro fess iona l and an o f f i cer o f the

cour t , no t on ly i s i t necessary fo r me, as reques ted by

the ev idence team, to ass is t th is Commiss ion , bu t I

have a lega l ob l iga t ion to ass is t th is Commiss ion o f

Inqu i ry, by address ing some o f the key issues

env isaged in the Commiss ion ’s te rms o f re fe rence…”

CHAIRPERSON: As a government…

MS BONGANI MATHEBULA : P ro fess iona l .

CHAIRPERSON: Pro fess iona l .

MS BONGANI MATHEBULA : Ja .

CHAIRPERSON: What i s tha t? Can you jus t e labora te on i t?

MS BONGANI MATHEBULA : I am a company secre tary. I am a lso

a f f i l i a ted w i th the Char te red Secre tary o f South ern Af r i ca .

“My educat ion background and a f f i l i a t ion w i th

p ro fess iona l bod ies :

I ho ld a BProc Degree f rom the Un ivers i t y o f L impopo,

the then Un ivers i t y o f the Nor th .

In 2008 I ob ta ined an LLM Degree f rom the Un ivers i t y

o f South A f r i ca w i th spec ia l i sa t ion in Commerc ia l Law.

I a lso possess a Cer t i f i ca te in Advanced Corpora te

And Secre tar y Law, a lso f rom the Un ivers i t y o f South

A f r i ca .

I am an admi t ted a t to rney and conveyancer and was

admi t ted as such in the year 2000 and I then became

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a member o f the Law Soc ie ty o f South A f r i ca , now the

Lega l Prac t i ce Counse l .

I am a lso a member o f the Char te red Secre tary

Southern A f r i ca .

In 2017 I wro te and passed Leve l 5 Regu la tory

Examinat ion fo r Representa t i ve in te rms o f the FAIS

Ac t .

My work exper ience :

Before jo in ing the PIC, I worked fo r the f o l low ing

organ isa t ions :

- Mankwe Magabane A t to rneys as a cand ida te

a t to rney, where I served my ar t i c les o f

c le rksh ip . . . [ in te rvenes ] …”

CHAIRPERSON: I s tha t in Pre tor ia?

MS BONGANI MATHEBULA : In L impopo. In Po lokwane.

“ - Mankwe Incorpora ted as a d i rec tor a f te r my

admiss ion as a prac t i c ing a t to rney and conveyancer.

- The Un ivers i t y o f L impopo as a lega l adv isor.

- Rose Agency, L impopo as Lega l Serv ice and

Company Secre tary. Th is i s where I deve loped a

keen in te res t in corpora te governance, as I was s ing le

hand i l y respons ib le fo r es tab l i sh ing the company ’s

Secre tar ia t Bus iness Un i t , w i th the coming to l igh t o f

the Compan ies Ac t 71 o f 2008, wh ich made

i t . . . [ in te rvenes ]…”

CHAIRPERSON: Jus t as a mat te r o f in te res t . As a lega l adv isor a t the

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Univers i t y L impopo, what d id your work en ta i l ?

MS BONGANI MATHEBULA : My work en ta i l ed… I was ac tua l l y

work ing very c lose ly w i th the Vice -Chance l lo r and the Execut i ve

Management . So, i t en ta i led adv is ing the un ivers i t y in mat te rs o f lega l

adv isory, labour mat te rs and… Ja , so i t was bas ica l l y lega l serv ices ,

bu t I was work ing very c lose ly w i th the Vice -Chance l lo r, then Pro fessor

Magalo . Ja .

“ I was s t i l l on the Rose Agency, L impopo as Lega l

Serv ice and Company Secre tary. Th is i s where I

deve loped a keen in te res t in corpor a te governance ,

as I was s ing le hand i l y respons ib le fo r es tab l i sh ing

the Company Secre ta ry Bus iness Un i t w i th the coming

to l igh t o f the Compan ies Ac t 71 o f 2008, wh ich made

i t compulsory fo r s ta te owned ent i t ies to appo in t a

company secre tary.

- Also L impop o Economic Deve lopment

Agency, as group company sec re tary ; and

- I then jo ined South A f r i can Express A i rways ,

SAX as the company secre tary. Whi ls t I was a t SA

Express , I was par t o f a team in the Depar tment o f

Pub l i c Enterpr ises , wh ich was tasked to rev iew the

pro toco l on corpora te governance in the pub l i c sec tor,

dur ing 2015.

My ro le a t the P IC :

I p roud ly jo ined the PIC in Augus t 2015 in the pos i t ion

o f Company Secre tary.

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At the t ime o f my appo in ted , CEO was Dr Dan ie l

Mat j i l a and the cha i rman o f the boar d was Mr Mceb is i

Jonas . . . [ in te rvenes ]…”

ADV ISAAC MONNAHELA : I f I may in te rvene there? How d id you jo in

the PIC? Was the pos i t ion adver t i sed or what happened?

MS BONGANI MATHEBULA : As I unders tand i t , the pos i t ion was

adver t i sed bu t the way I was – I was ac tua l l y approached by a

consu l tan t , an HR consu l tan t , f rom De lo i t te . They reques ted fo r my

CV. Then I submi t ted my CV.

ADV ISAAC MONNAHELA : You may proceed.


“My ro le a t . . . [ in te rvenes ]…”

CHAIRPERSON: No. Were you i n te rv iewed?

MS BONGANI MATHEBULA : Yes , I was in te rv iewed. I went th rough

the rec ru i tment p rocess , Commiss ioner.

“My ro le as company secre tary i s to :

- Oversee and prov ide a company secre tar ia t

serv ice to the board , in l ine w i th the Prov is ions o f

Sec t ion 86 o f the Compan ies Ac t , amongs t o thers ,

wh ich are to ensure compl iance w i th the prov is ions o f

the Compan ies Ac t and the company, MOI .

- To a lso ensure induc t ion o f new board

members in to deve lop ing a mechan ism fo r p rov id ing

cont inuous deve lopment o f the board .

- To sa feguard the organ isa t ion ’s in tegr i t y, as

wel l as p romot ing e th ica l behav iour.

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In 2016, I championed, together w i th my team, the

es tab l i shment o f a code o f e th ics w i th a task wh ich

compr ised representa t i ves f rom a l l the d iv is ions in the

PIC.

The board approved code o f e th ics po l i cy. I t was

approved by the board on the 27 t h May 2016. A f te r

the approva l o f the po l i cy, th is i s someth ing tha t was

rea l l y a h igh l igh t fo r us as a team.

A f te r the approva l o f the po l i cy, the po l i cy was then

workshopped(?) a t board leve l . One o f the key th ings

tha t happened was tha t , a t the imp lementa t ion o f the

po l i cy, was tha t a l l board members was reques ted to

s ign an oa th and p ledge to ab ide by the po l i cy, wh ich

they d id .

I am a lso . . . [ in te rvenes ]…”

MR EMANNUEL LEDIGA: A ques t ion . Ja . Sor ry, sor ry. Jus t a

ques t ion here . What i s the d i f fe rence be tween a board secre tary and a

company secre tary? You know, Wi lna(?) does someth ing e lse . You so

someth ing e lse . What a re the d i f fe rences there?

MS BONGANI MATHEBULA : So , the – I am not go ing to dwe l l much on

the ac tua l d i f fe rence. So, Wi lna does the admin is t ra t i ve par t o f i t ,

be ing the board sec re tary. I am the company secre tary, appo in ted in

l ine w i th the Compan ies Ac t . So , Wi lna repor ts to me.

MR EMANNUEL LEDIGA: Okay. Oh, a l l r igh t . Okay, thank you.

MS GILL MARCUS : Sor ry. Jus t wh i le you are on your po in t o f 11 .3

and you ind ica te tha t the board members were requ i red to s ign a

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p ledge to ab ide by the po l i cy. I am assuming tha t th is was no t on ly the

board tha t had to s ign the po l i cy. Management wou ld have to . I t went

th rough the organ isa t ion . I s tha t cor rec t?

MS BONGANI MATHEBULA : Cer ta in ly, Ms Commiss ioner.

MS GILL MARCUS : Okay. And then, can I take you back to 11 .1? And

the ques t ion o f compl iance w i th the prov i s ions o f the Compan ies Ac t

and the company MOI , bu t we had heard be fore th is Commi t tee tha t the

MOI , in fac t , has been breached by non – by no t hav ing a CIO, a COO.

What s teps d id you take , i f any, in re la t ion to the board in – w i th regard

to compl iance w i th the MOI?

MS BONGANI MATHEBULA : Okay. So, the i ssue o f the MOI non -

compl iance in te rms o f the execut ive s t ruc ture was done in 2015, jus t

p r io r my appo in tment . So, bu t immedia te ly a f te r my appo in tment , I

ac tua l l y quer ies whether the MOI was amended to ensure tha t i t was in

l ine w i th the cur ren t s t ruc ture a t the t ime.

And I was to ld tha t submiss ions were made, wh ich I ac tua l l y

a lso saw to the min is te r then, bu t fo r some reasons , those

recommendat ions were never s igned by the min is te r, bu t I a lso dea l ,

Madam Commiss ioner, w i th the o ther i tems to t ry and amend the MOI ,

la te r in my subsequent paragraphs .

MS GILL MARCUS : The ques t ion i s two - fo ld . Amend ing the MOI to

cover the breaches , i s one th ing . The ques t ion o f the breaches

themse lves and how appropr ia te they were , was there any d iscuss ion

about why the CIO, COO pos i t ions were done away w i th , and was there

any d iscuss ions in the board , as to accep tance or o therw ise o f tha t?

I t i s no t jus t whe ther the MOI was amended to make i t

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compl ian t . I t i s whe th er, in fac t , those th ings ought to have been done

away in the f i r s t p lace , and whether the board d iscussed tha t .

MS BONGANI MATHEBULA : Okay. Ja , I be l i eve there was . As I sa id ,

tha t was pr io r my appo in tment to the company. I be l i eve there were

those d i scuss ions and I th ink we can ascer ta in , you know

what . . . [ in te rvenes ]

MS GILL MARCUS : No, I do no t want to go back in tha t . I want to ask

in re la t ion to when you and the company secre tary, because the breach

cont inued and there fore , i f there was ne i ther an amendment to the MOI

or there were proposa ls to amend to make tha t acceptab le , o r the fac t

tha t i t was s imp ly a l lowed to cont inue by the board , i s what I am

look ing a t .

There was no d iscuss ion dur ing the per iod tha t you were there

about th is , i f you l i ke , non-compl iance and the fac t tha t i t was e i ther

approved or no t approved or d isagreed w i th by the board .

MS BONGANI MATHEBULA : There were no d iscuss ions , Madam.

MS GILL MARCUS : Thank you.

MS BONGANI MATHEBULA : Ja . I am a lso now a t paragraph 11.4 .

Paragraph 11.4 :

“ I am a lso respons ib le fo r governance admin is t ra t ion ,

wh ich en ta i l s :

- Deve lop ing an annua l board p lan and o ther

s t ra teg ic i ssues o f governance admin is t ra t ion , wh ich

inc ludes , bu t i s no t l im i ted , to keep ing , p roduc ing ,

d isseminat ing minutes o f board and commi t tee

meet ings .

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- Also , th i s inc lude, p rov id ing company

secre tar ia t to suppor t Exco and i t s sub -commi t tees .

A t the t ime o f my appo in tment , I was a lso respons ib le

fo r the func t ion ing o f p rocess ing and imp lementa t ion

o f the appo in tment o f PIC rep resenta t i ves to board to

inves tee compan ies , in l ine w i th the governance

po l icy…”

MS GILL MARCUS : On th is mat te r, you do dea l w i th tha t much la te r in

your s ta tement . I s there any th ing you want to b r ing to the a t ten t ion

here or wou ld you dea l w i th i t la te r when you dea l w i th i t towards the

end o f your s ta tement?

MS BONGANI MATHEBULA : I f i t p leases the Commiss ion , I wou ld l i ke

to dea l w i th i t la te r on in my subsequent paragraph . Thank you.

“On 17 Apr i l 2018, I was suspended by the PIC on the

a l legat ion tha t I caused d is t r ibu t ion and or copy ing o f

conf ident ia l in fo rmat ion to unauthor ised persons .

The a l lega t ions aga ins t me is tha t I leaked dra f t board

minutes , wh ich re la ted to a l legat ions o f impropr ie ty

aga ins t the fo rmer CEO, Dr Dan ie l Mat j i l a ’s

fac i l i t a t i on o f payment by a P IC inves tee d i rec tor to a

th i rd par ty.

I w i l l i n my subsequent paragraphs dea l w i th how tha t

par t i cu la r aspec t o f the minutes were subs tan t ia l l y

de le ted , thereby san i t i sed f rom the or ig ina l d ra f t o f

the minutes .

I w i l l a lso dea l w i th th e fu l l par t i cu la rs o f my charge

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sheet la te r, in de ta i l .

My d isc ip l inary hear ing commenced on the

11 t h September 2018 and was conc luded on the

18 t h February 2019. ’

I w i l l a lso dea l w i th what t ransp i red be fore , dur ing

and a f te r the d isc ip l inary hear ing in th e subsequent

paragraphs .

In t roduc t ion :

The ev idence team reques ted me to ass is t the work o f

th is Commiss ion o f Inqu i ry w i th spec i f i c mat te rs ,

re la t ing to the fo l low ing :

- How the board dea l t w i th the anonymous

a l legat ions ;

- The process fo l l owed and ac t ions ta ken on

the AYO and Sagarmatha t ransac t ions ;

- The preva i l ing MOI ;

- How employee func t ions are co inc identa l l y

changed a t the P IC; and

- The lack o f t ransparency when imp lement ing

such ;

- The De legat ion Of Author i t y Rev iew Process ;

- Approva l o f incent ives .

The manner in wh ich the board dea l t w i th the wh is t le -

b lower a l l egat ions :

The wh is t le -b lower a l legat ions tha t were sent v ia

emai l on the 5 t h Sep tember 2017:

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On or about the 5 t h September 2017, an anonymous

emai l f rom one James Nogu was sen t to var ious

peop le w i th in the PIC, w i th the t i t le : P IC CEO Funds

G i r l f r iend.

I have no idea who James Nogu is , s ince I had made

no i r regu lar d isc losures to any person or any o f the

in fo rmat ion ment ioned in tha t emai l .

I am not respons ib le fo r the leaks tha t in fo rmed the

emai l . I re fe r to the au thor o f the emai l as the

wh is t le -b lower because i t i s c lear f rom the de ta i led

conten t o f the emai l , tha t th i s person is l i ke l y an

employee o f the P IC, mak ing d isc losure or a l l egat ions

o f ser ious wrongdo ing , a lbe i t i t i n a h igh ly unor thodox

and sca th ing mat te r…. ”

MR EMANNUEL LEDIGA: A ques t ion . Ja , jus t a ques t ion there . Some

peop le have specu la ted tha t th is person cou ld be ins ide the PIC, bu t a

d i rec tor o f the P IC. Not an employee. Sor t o f a d i rec tor leve l person.

Board leve l person.

MS BONGANI MATHEBULA : Ja , thank you, Commiss ioner. I th ink , f o r

me, the way I have made an assessment , tha t i s my own persona l

assessment . I be l i eve i t i s an employee, i f you look a t the conten t o f

the two emai ls , in te rms o f what the a l legat ions were ab out . I t cou ld be

board members , bu t I be l i eve they worked w i th employees , i f i t was

board members . Ja .

MR EMANNUEL LEDIGA: And bes ides , be labour ing the po in t . Cou ld i t

be f rom the inves tment s ide , the IT s ide? You know.

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MS BONGANI MATHEBULA : I do no t want to come to tha t specu la t ion ,

Cha i r. Bu t I th ink i t i s an employee. I f you look a t the na ture o f i t , i t

covers inves tments . I t covers the f inanc ia l , re la t ing to sa la r ies . I t

covers v ic t im isa t ion . So, i t i s a who le range o f aspec ts . So, i t cou ld

have been anyone. Ja .

MR EMANNUEL LEDIGA:

MS BONGANI MATHEBULA : Okay.

“ I mus t a l so exp la in why I th ink the a l l egat ions were

f rom a person who is l i ke ly a P IC employee.

The a l l ega t ions make re fe rence to an in te rna l p rocess

o f the fund ing app l i ca t ion and CSI app l i ca t ion by MST

and the payment reques t o f R300 000,00 by the CEO

to an inves tee company d i rec tor.

They a lso spoke about v ic t im isa t ion o f employees by

the CFO, Ms Matshepo More and the d ispar i t ies in

sa la ry inc reased. Th is , in my v iew, cou ld on ly have

been d i rec t l y known by PIC o f f i c ia ls .

The emai l o f the 5 t h September 2017 was brough t to

my a t ten t ion by Ms L ind iwe Toy i , a board member,

th rough an emai l .

She reques ted me to ask IT to check whether the

emai l she rece ived was no t a scam. I then fo rwarded

the emai l to the then Execut ive Head o f IT, Ms

Vuyokaz i Menye and reques ted her to address the

concerns ra ised by Ms Toy i .

I t was a t th is s tage tha t I learn t f rom Ms Menye tha t

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she had a l ready been ins t ruc ted by the CFO, Ms

Matshepo More and the Execut ive Head o f HR, Mr

Chr is topher Po lwane to b lock the emai l , as i t had

been sent to a l l P IC employees .

On the 6 t h September 2017 , Dr Xo lan i Mkhwanaz i , the

Deputy Cha i rman o f the board , reques ted me to meet

w i th h im in my o f f i ce , where he dra f ted the le t te r to Dr

Mat j i l a regard ing the a l l egat ions o f cor rup t ion by the

PIC CEO.

In the le t te r, Dr Mat j i l a was reques ted to respond to

ser ious a l l egat ions conta ined in the emai l .

The mat te r was in i t ia l l y schedu led to be d iscussed a t

the D i rec tor ’s A f fa i rs Commi t tee meet ing wh ich was

schedu led to be he ld on the 14 t h September 2017.

However, i t was la te r agreed tha t g iven the

ser iousness o f the a l legat ions , the mat te r be re fe r red

to a fu l l board s i t t ing fo r speedy reso lu t ion .

The meet ing was meant to be cha i red by Dr Xo lan i

Mkhwanaz i as cha i rman. Mr S f iso Buthe lez i , a t the

t ime, was ou t o f the count ry.

I t shou ld be no ted tha t the cance l la t ion o f the DAC

a t t rac ted a lo t o f negat ive med ia a t ten t ion . The issue

o f change the DAC meet ing in to a board meet ing was

a lso ques t ioned by Dr Mat j i l a and some board

members , who wanted an exp lanat ion why the DAC

meet ing was changed to a board meet ing .

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The cha i rman gave an exp lanat ion tha t due to the

ser iousness o f the a l legat ion and to ensure tha t the

mat te r i s reso lved speed i l y, i t was deemed pruden t to

dea l w i th the mat te r as a fu l l board .

The query o f why the DAC was changed to a fu l l

board was no t war ran ted , as the DAC mat te rs a re

de legated to i t by a board and d iscuss ions o f any

mat te rs de legated to a commi t tee by a board , ma y be

d iscussed by a board , i f i t deems prudent . Th is was

exp la ined by the cha i rman.

The wh is t le -b lower a l legat ions were then tab led in

tha t board meet ing on the 15 t h September 2017.

As the company secre tary, I was in the i n camera

meet ing and was respons ib le fo r tak ing the minutes a t

tha t meet ing .

A t the s ta r t o f the meet ing , I was ins t ruc ted to swi tch

o f f the tape record ing . The board was adamant tha t i t

d id no t want the in camera meet ing to have a vo ice

record ing .

I then dec ided to take no te o f a l l the d iscuss ions , in

o rder to enab le me to p repare the m inutes , wh ich

wou ld be presented to the board fo r approva l .

I t mus t be no ted tha t a l l meet ings tha t re la tes to the

a l legat ions aga ins t the CEO and the CFO were no t

recorded a t the behes t o f the board .

The board proceeded w i th the meet ing , a l though i t

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was h igh l igh ted f rom the onset tha t a le t te r reques t ing

a cance l la t ion o f the meet ing was rece ived f rom

FEDUSA.

Such a le t te r was never made ava i lab le a t the

meet ing , as par t o f the o f f i c ia l record…”

ADV ISAAC MONNAHELA : I f I may in te rvene. D id the board exp la in

to you why you were asked not record the meet ings , concern ing the

mat te rs invo lv ing Dr Mat j i l a?

MS BONGANI MATHEBULA : Yes , the board fe l t tha t the d iscuss ions

were h igh ly conf iden t ia l and they then r eques ted tha t I mus t sw i tch o f f

the record ing . In fac t , I was the on ly one le f t . A l l the management

were recused f rom the meet ing a t tha t s tage.

ADV ISAAC MONNAHELA : In tha t paragraph tha t you have jus t read,

you re fe r red to FEDUSA. Who is FEDUSA?

MS BONGANI MATHEBULA : I am not so sure what FEDUSA is , bu t I

be l ieve i t i s a un ion . The federa t ion – i t i s a un ion . Some sor t o f a

un ion , wh ich… I do no t know. I t i s a un ion .

ADV ISAAC MONNAHELA : Okay.

MS BONGANI MATHEBULA : That i s a l l I know.

ADV ISAAC MONNAHELA : Does FEDUSA have any au thor i t y to

reques t tha t the meet ings o f the board be cance l led?

MS BONGANI MATHEBULA : No, they do no t .

ADV ISAAC MONNAHELA : You may proceed a t paragraph 24.

CHAIRPERSON: No. Can I jus t ask . Are you prepared to te l l u s who

in the meet ing d i rec ted you to swi tch o f f the record ing? I f you do no t

want to ment ion the name. Was i t a non -execu t ive members or an

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execut ive member?

MS BONGANI MATHEBULA : I t was a non -execut ive member, bu t a t the

end o f the day, the en t i re boar d agreed tha t there shou ld no t be any

record ings . So, i t was… Ja .

ADV ISAAC MONNAHELA : I f I may ask . I s there any po l i cy tha t

g ran ts the board a d isc re t ion to ask you no t to record the meet ings?

MS BONGANI MATHEBULA : There i s no such a po l i cy. In fac t , we do

have an SOP, wh ich is a S tandard Opera t ing Procedure wh ich requ i res

us as the company secre tary to record a l l meet ings o f the board and

commi t tee meet ings .

ADV ISAAC MONNAHELA : So , what you are say ing is tha t , the board

asked you to do what you w ere no t supposed to do?

MS BONGANI MATHEBULA : Yes .

CHAIRPERSON: O f course , you cou ld record by handwr i t ing .

MS BONGANI MATHEBULA : O f course , I cou ld repor t by handwr i t ing ,

wh ich is what I d id . Yes , Commiss ioner. Ja .

ADV ISAAC MONNAHELA : You may proce ed a t paragraph 24.

MS BONGANI MATHEBULA : When asked. . . [ in te rvenes ] .

MR EMANNUEL LEDIGA: Can I jus t – jus t a ques t ion . Jus t to come

back on James Nogu. Do you th ink tha t emai l came because there was

some bu i ld up o f , you know, angs t about the P IC, th in gs a t the P IC?

Or, i t jus t came out o f the b lue and jus t somebody jus t wro te the emai l?

MS BONGANI MATHEBULA : I th ink I am go ing to speak ou t o f

ignorance here , Mr Commiss ioner and I do no t th ink there was a bu i ld

up o f some sor ts . Maybe i t i s ou t o f my own ignorance. I th ink i t was –

i t came ou t o f the b lue . I th ink i f you look – i f you read a t i t , i t ac tua l l y

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says tha t peop le who are now fed up in how the PIC was run .

So , i t was someth ing wh ich was brewing a t the P IC. I be l i eve ,

you know. So, i t i s no t someth ing tha t jus t was… I th ink i t was

someth ing tha t those employees , whoever they are , they fe l t tha t , you

know what , maybe i t was the r igh t t ime now to vo ice the i r concerns .

Ja .

CHAIRPERSON: I t cou ld have caused a reason as a resu l t o f

d issa t is fac t ion re la t ing to bonuses no t be ing pa id o r no t be ing

su f f i c ien t and so on . And peop le th ink ing tha t the execut ive peop le are

ge t t ing the i r bonuses , whatever the s ize was .

MS BONGANI MATHEBULA : Ja , i t… Mr Commiss ioner, yes . I t cou ld

have been . Now tha t I am th ink ing about i t . I t was dur ing tha t t ime

tha t the sa la ry inc reases were jus t imp lemented. So, i t cou ld be a lso

tha t those who were vo ic ing those concerns , were those employees

who were a f fec ted in te rms o f those sa la ry inc rements . Ja .

Paragraph 24 :

“When asked, I s ta ted to the board tha t my v iew was

tha t the mat te r was a wh is t le -b lower a l l egat ions and

ought to be t rea ted as such.

However, th is p roposa l was re jec ted by the major i t y o f

the board . There was a c lear d ivergence o f use in the

board in dea l ing w i th the wh is t le -b lower a l legat ions .

Th is I say due to the fo l low ing :

- One v iew sugges ted tha t the board be

prudent and er r on the s ide o f ques t ion and thus fo r

the mat te r to be dea l t w i th by an independent person.

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This v iew was in fo rmed by the fac t tha t the CEO and

the CFO were bo th imp l ica ted in the a l legat ions and

tha t as execut ive members o f the board , po ten t ia l

assoc ia ted conf l i c t o f in te res t a rose fo r the board as

we l l .

Accord ing to th is v iew, an independent ob jec t i ve fac t

f ind ing process needed to be embarked upon. The

mat te r was in the pub l i c in te res t , as i t had a l ready

been repor ted in the med ia tha t there were p lans by

the board to remove Dr Mat j i l a .

- Another v iew was tha t the board shou ld seek

a lega l op in ion , whether an ex terna l in ves t iga t ion was

no t war ran ted in o rder to ensure tha t the board i s

p roper ly adv ised on how to dea l w i th the mat te r.

The major i t y o f the board d id no t agree w i th th i s

p roposa l and the mat te r was then abandoned.

When reques ted to adv ise the board , the Head o f

In te rna l Aud i t , Mr Nemagovhan i took the board

th rough the process , o rd inar i l y fo l lowed in ins tances

where a l l egat ions are leve l led aga ins t any P IC

o f f i c ia l .

Mr Nemagovhan i ind ica ted tha t the in te rna l aud i t lack

o f fo rens ic exper t i se to dea l w i th the inve s t iga t ion

in te rna l l y and h is d i scomfor t to inves t iga te the CEO

whom he repor ted to .

- Another i ssue ra i sed by the In te rna l Aud i t

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was, tha t the CEO wi l l be requ i red to s ign o f f fo r any

procurement p rocess , per ta in ing to the mat te r and i t

wou ld no t be idea l fo r the CEO to s ign o f f on

pecurement , wh i l s t the inves t iga t ions per ta ins to h im.

In te rna l Aud i t recommended tha t the board appo in ts a

company w i th fo rens ic inves t iga t ion exper t i se wh ich

the board agreed to .

The board then took a reso lu t ion to appo in t an

ex terna l fo rens ic inves t iga to r to inves t iga te the

a l legat ions .

In te rna l Aud i t wou ld work in consu l ta t ion w i th Ms

Sandra Beswick , a member o f the Aud i t and R isk

Commi t tee , s ince the cha i rperson o f the R isk and

Aud i t Commi t tee , Ms Tantaswa Fubu was a lso

imp l ica ted in the a l legat ions o f the emai l , c i r cu la ted

on the 13 t h September 2017.

I w i l l dea l w i th th is . . . [ in te rvenes ]…”

CHAIRPERSON: I am t ry ing to keep up . I am t ry ing to read w i th you ,

bu t you are too fas t fo r me. Are you ab le to s low down a l i t t l e?

MS BONGANI MATHEBULA : I w i l l s low down, Mr Commiss ioner.

Apo log ies .

“ In te rna l Aud i t recommended tha t the board appo in ts

the company w i th fo rens ic inves t iga t ion exper t i se ,

wh ich the board agreed to .

The board then took a reso lu t ion to appo in t an

ex terna l fo rens ic inves t iga to r to inves t iga te the

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a l legat ions .

In te rna l Aud i t wou ld work in consu l ta t ion w i th Ms

Sandra Beswick , a member o f the Aud i t and R isk

Commi t tee , s ince the cha i rperson o f the R isk and

Aud i t Commi t tee , Ms Tantaswa Fubu was a lso

imp l ica ted in the a l legat ions o f the emai l , wh ich

c i rcu la ted on the 13 t h September 2017.

I w i l l dea l w i th the emai l a l legat ions in the paragraphs

to fo l low.

S t i l l a t the 15 t h September 2017 meet ing , the board

then ca l led the CEO and CFO back in to the meet ing

and communica ted the reso lu t ion o f the board to

appo in t an ex terna l fo rens ic inves t iga tor who w i l l

i nves t iga te the a l l egat ions .

The CEO and CFO pro tes ted aga ins t the dec is ion o f

the board . They argued tha t the a l lega t ions aga ins t

them were no th ing bu t ma l ic ious .

They had d i f f i cu l t y why the board w i l l reso lve to

conduc t an inves t iga t ion on a l legat ions wh ich were

d i rec t a t tacks on them and were no t rece ived th rough

the normal PIC wh is t le -b lowing channe ls .

They a lso to ld the board tha t they had prepared

responses to a l l the a l legat ions . So, why was the

board no t cons ider ing the i r responses and dec id ing to

conduc t an inves t iga t ion?

The CEO then s ta r ted to compla in about the leaks and

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the suspec ted hack ing o f P IC IT Sys tems and sa id the

board needed to look in to those issues , ra ther than

those mal i c ious a l l egat ions .

I t was a f te r the presenta t ion by Dr Mat j i l a and Ms

More tha t the board then changed i t s o r ig ina l

reso lu t ion to conduc t an independent inves t iga t ion

in to the a l l egat ions .

I was reques ted to reca l l the head o f In te rna l Aud i t ,

who was adv ised by the board tha t the or ig ina l

reso lu t ion to conduc t a fo rens ic inves t iga t ion had

been resc inded.

He was fu r ther adv ised tha t the board excepted the

exp lanat ions g iven by the CEO and CFO. In te rna l

Aud i t was now requ i red to embark on a rev iew and

ver i f i ca t ion process o f the documents wh ich were

submi t ted by management and the board spec i f i ca l l y

emphas ised tha t the rev iew process shou ld no t be an

independent fo rens ic inves t iga t ion exerc ise , as they

had in i t ia l l y reso lved .

In te rna l Aud i t was spec i f i ca l l y reques ted to tes t the

va l id i t y accuracy comple teness o f the documents

submi t ted by management , wh ich ac tua l l y bas ica l l y

en ta i led an in te rna l rev iew o f whether app l i cab le

po l i c ies procedures were compl ied w i th in approv ing

fund ing to MS T.

In te rna l Aud i t was to be prov ided w i th a scope o f

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work , wh ich was de legated to be s igned o f f by Ms

Beswick . As I have a l ready ind ica ted , the cha i rperson

o f the Aud i t and R isk Commi t tee was conf l i c ted in the

mat te r.

In te rna l Aud i t was there fore requ i red to repor t to the

board a t a subsequent schedu led meet ing o f the

board wh ich was schedu led to be he ld on the 29 t h

September.

I was a lso asked. . . [ in te rvenes ]…”

MR EMANNUEL LEDIGA: Le t us check someth ing here . I t was qu i te

d i f f i cu l t , you know, in the sense tha t the board i s here and the CEO and

the CFO say : Before you take i t to ou ts ide par t ies , we have some

answers we can g ive to you.

You know, and I know you do d isagree w i th how the board d id

th is , bu t I mean, i f you are accused and the board says : Lo ok , we want

to g ive you a chance to s ta te your case and i f we are no t happy w i th

what you say, then we can take th is to ou ts ide bod ies and a l l tha t .

So , I guess i t was qu i te a d i f f i cu l t s i tua t ion . But what do you

th ink abou t tha t?

MS BONGANI LOUISA MATH EBULA: Mr Commiss ioner, my v iew i s

tha t I be l ieve tha t a t tha t s tage even when the board took the

reso lu t ion to appo in t an ex terna l person the board hadn ’ t made – d idn ’ t

reach any v iew on the mat te r and I say i t was cor rec t approach

because then the board i s no t c louded – i t was must mere ly

a l legat ions , no execut ive was sa id to have done any th ing wrong a t tha t

s tage and I th ink one o f the c r i t i ca l aspec ts i s the fac t tha t the

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execut ives themse lves are par t o f a board , they a lso board members so

i t wou ld have been c ruc ia l to ge t an ex terna l person to have a v iew f i r s t

be fore wh ich is I th ink i s was one o f the adv ice tha t was a lso g iven by

one o f the board members to say tha t the board has no t taken a v iew,

no one is go ing to be suspended a t th is s tage, we ju s t want to

somebody to tes t , you know, independent ly the a l legat ions . So I th ink

tha t i s the v iew tha t I a lso fe l t wou ld have been cor rec t .

ADVOCATE ISAAC MONNAHELA : I ’m jus t t r y ing to f ind ou t because

I ’m th ink ing i f there ’s a p rob lem in te rna l l y wou ldn ’ t i t work be t te r to

g ive the peop le a chance in te rna l l y f i r s t and then see whether you are

happy, i f no t , then rea l l y take i t to ou ts ide par t ies . I ’m not sure I ’m

get t ing you there .

MS BONGANI LOUISA MATHEBULA : So Commiss ioner, i f you look a t

the to ta l i t y o f the a l l egat ions there were a l legat ions tha t dea l t w i th how

the process was fo l lowed in approv ing the fund ing , tha t par t

management had responded to and I be l ieve the board was g iven those

responses , they had looked a t those responses .

There were o ther a l legat ions the na ture o f wh ich – and

cor rec t l y in te rna l aud i t had a l ready adv ised the board tha t these k ind o f

a l legat ions , we don ’ t have the capac i t y in te rna l l y to look a t . So i t was

qu i te p rudent fo r the board to have, you know, sought independent , you

know, inves t iga t ion on those a l legat ions . So remember management

a l ready had been g iven an oppor tun i t y to submi t the i r responses wh ich

they d id , so there were two a l l egat ions , i f you th ink about i t .

ADVOCATE ISAAC MONNAHELA : Yes , yes , so there were par ts wh ich

cou ld be done in te rna l l y maybe and there were par ts wh ich cou ldn ’ t be

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done in te rna l l y, i s tha t what you ’ re say ing? No?

MS BONGANI LOUISA MATHEBULA : What I ’m say ing is tha t the

management were g iven the oppor tun i t y to respond fo r the par ts in

te rms o f documenta t ion and every th ing wh ich they submi t ted and the

o ther a l legat ions wh ich re la ted to – wh ich needed a fo rens ic

inves t iga tor were to be then be inves t iga ted ex terna l l y. I s t i l l be l ieve

tha t by the v i r tue o f the fac t tha t in te rna l aud i t ha d a l ready adv ised the

board , in te rna l aud i t repor ted to the CEO, s igned h is ba lance score

card , i t wou ldn ’ t have been p rudent fo r the board to expec t in te rna l

aud i t to be inves t iga t ing h is own boss . The execut ives a lso are

members o f the board so i t wou ld have been qu i te , fo r me, the cor rec t

approach to ge t an ex terna l person to ve r i f y. Whether i t ’s to ver i f y the

documenta t ion tha t were submi t ted or to even embark on a fu l l - sca le

fo rens ic aud i t o f the a l legat ion .

ADVOCATE ISAAC MONNAHELA : A l igh t , thanks , I ge t i t , ja .

MS BONGANI LOUISA MATHEBULA : Okay, I ’m on paragraph 28, Mr

Commiss ioner. I

“ I was tasked to p repare the scope o f work in consu l ta t ion w i th

Ms Beswick wh ich was eventua l l y s igned o f f . I t i s impor tan t

fo r th is Commiss ioner to know tha t the a l legat ion regard ing

the poss ib le re la t ionsh ip be tween the CEO and Ms Louw was

exp l i c i t l y exc luded f rom the scope o f work . A lso to be

exc luded was whether the CEO ins t ruc ted a d i rec tor o f an

i nves t ing company to pay the debts o f Ms Louw’s s t rugg l ing

bus iness .

MS GILL MARCUS : Jus t on tha t ques t ion , were these mat te rs

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d iscussed in the board i t se l f , those two po in ts tha t were exc luded?

MS BONGANI LOUISA MATHEBULA : A t tha t s tage, Madame

Commiss ioner …[in te rvenes ]

MS GILL MARCUS : There had been no d iscuss ion on i t a t a l l ?

MS BONGANI LOUISA MATHEBULA : There were no d iscuss ions

…[in tervenes ]

MS GILL MARCUS : they were jus t exc luded f rom the inves t iga t ion

w i thout the board d iscuss ing them a t a l l?

MS BONGANI LOUISA MATHEBULA : Cor rec t , Ma ’am, ja .

ADVOCATE ISAAC MONNAHELA : Can I ask you fo r purposes o f the

record when you have an annexure to jus t ment ion i t?

MS BONGANI LOUISA MATHEBULA : I w i l l do so , Commiss ioner,

thank you . And the scope o f work , Mr Commiss ioner, i s ac tua l l y

annexure BM5 in the index . I ’m on paragraph 29.

“The sudden about tu rn o f the board a f te r thorough ly debat ing

the mat te r and coming to a conc lus ion to fo rens ica l l y

inves t iga te the mat te r seemed ques t ionab le to me espec ia l l y

s ince the about tu rn came a t the ins tance o f ind iv idua ls

aga ins t whom a l legat ions had been made and in the face o f

i n te rna l aud i t ’ s ta ted lack o f fo rens ic capac i t y to p roper ly

pursue the inves t iga t ion . The board adopted a ho l i s t i c

approach and in te rna l aud i t was fu r ther tasked to conduc t the

same rev iew and ver i f i ca t ion p rocess w i th spec i f i c re fe rence to

o ther emai l w i th a new se t o f a l legat ions wh ich was c i rcu la ted

on the 13 September 2017, tha t i s annexure BM6. A l l

imp l i ca ted par t ies were to submi t the i r responses to in te rna l

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aud i t by the 22 September 2017 accord ing t o the board

reso lu t ion . The in te rna l aud i t repor t on the a l l ega t ions da ted

the 13 September was to be submi t ted to the board by the 22

October 2017. I t i s perhaps impor tan t fo r th is Commiss ion to

know tha t there was a d issent ing v iew by a board Ms

S ibus is iwe Zu lu on record who d id no t agree w i th the board ’s

reso lu t ion on the mat te r. Ms Zu lu ’s reason fo r her d issent ing

v iew were due to the fo l low ing :

The process be ing fo l low ing by the board in conduc t ing the

inves t iga t ion was f lawed and s tood to be cha l le nged. The

head o f in te rna l aud i t had expressed h is reserva t ions tha t the

mat te r i s no t the type o f the inves t iga t ion tha t i s conduc ted

in te rna l l y. He had recommended tha t th i s be conduc ted by an

ex terna l independent fo rens ic inves t iga tor. Desp i te th i s

adv ise and d iscomfor t by in te rna l aud i t the board s t i l l i ns is ted

fo r in te rna l aud i t to conduc t the rev iew process . I t was

i ncor rec t fo r the board…”

I ’m s t i l l con t inu ing in te rms o f the d issent ing v iews.

“She a lso ra ised the issue tha t i t was incor rec t fo r the board

no t to inves t iga te the mat te r p roper ly and comple te ly on the

bas is tha t i t does no t cons ider i t as a wh is t le b lowing repor t .

The repor t , accord ing to her, was a wh is t le b lowing and

requ i red p roper inves t iga t ion by the board in o rder fo r the

board to make an in fo rmed dec is ion . The par t i c ipa t ion o f

execut ive d i rec tors in some o f the board de l ibera t ions and/o r

ob ta in ing the i r v iews pr io r to the board mak ing i t s f ina l

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dec is ions on the mat te r was an i r regu lar p rocess wh ich s tood

to be cha l lenged and the board cont rad ic ted i t se l f and cou ld

no t have conc luded tha t i t i s sa t i s f ied tha t the CEO prov ided

de ta i led documentary ev idence and was sa t is f ied tha t the

process fo l lowed was in accordance w i th a l l po l i c ies ,

p rocedures and de legat ion o f au thor i t y o f t he P IC wh i ls t a t the

same t ime re fer r ing the mat te r to in te rna l aud i t fo r rev iew. Ms

Zu lu a lso ques t ioned the board tha t the a l legat ions were broad

and the board needed to be seen to be ac t ing on the

a l legat ions . A f te r the meet ing o f the 15 September 201 7 the

board i ssued a med ia s ta tement ind ica t ing tha t i t has accep ted

the representa t ions made by the CEO. Th is caused to

ques t ions why the board went ahead w i th in te rna l aud i t rev iew

i f i t had a l ready accepted representa t ions by the execut ive

d i rec tors . Th is appears to me to be jus t one o f number o f

examples where the board fe l l in l ine w i th the CEO’s

ins is tence on exonera t ion when the board ’s overs igh t du t ies

c lear ly demanded more pro fess iona l scept ic ism. I t cou ld be

sa id to be cont rad ic to ry as one cann ot come to such a

conc lus ion in the absence o f ve r i f iab le ev idence. ”

I ’m go ing to now dea l w i th the wh is t le b lower.

MR EMMANUEL LEDIGA : Ja , le t ’s check someth ing here . Jus t to ge t

a v iew f rom you, we heard f rom one board member some t ime back tha t

th is was the t ime o f s ta te capture and tha t the board had to suppor t the

CEO because, you know, they were wor r ied tha t the s ta te capture

peop le wanted to f i re the CEO. Do you have any v iews about tha t?

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Can you reca l l the events dur ing tha t t ime?

MS BONGANI LOUISA MATHEBULA: Mr Commiss ioner, what I reca l l

a t the t ime was tha t there were a lo t o f med ia ar t i c les about poss ib le

s ta te capture o f the PIC and a l l sor t o f th ings , you know? Negat ive

pub l ic i t y fo r the P IC. I don ’ t have any persona l knowledge o f any iss ue

o f s ta te capture , maybe tha t was jus t beyond, you know, my pay grade ,

but I don ’ t reca l l any sor t o f o f f i c ia l d iscuss ion on s ta te captu re . I f tha t

was done i t wou ld have been done maybe unof f i c ia l l y ou ts ide , you

know, o f f i c ia l d iscuss ions , ja .

MR EMMANUEL LEDIGA: To fo l low up, when I asked some t ime back

tha t there was – i t appears tha t there was a meet ing where Min is te r

Gordhan to ld the board or some peop le tha t they must be aware o f

s ta te capture bu t I cannot reca l l whether i t was a board meet ing o r

someth ing e lse . Can you reca l l tha t , I mean you were in board

meet ings .

MS BONGANI LOUISA MATHEBULA : Yes, Mr Commiss ioner, there was

– tha t was in 20… I t was the AGM, i t was Annua l Genera l Meet ing o f

2015 or ’16 , I need to check my records cor rec t l y, i t was no t in 2017

when tha t happens . M in is te r Gordhan as the shareho lder

representa t i ve a t the t ime, he d id , you know, make tha t k ind o f

p ronouncements when he was open ing in h is open ing remarks and the

fac t tha t we need - the P IC needed to be mindfu l o f s ta te capture bu t ,

as I sa id , i t was no t in 2017 when th is who le i ssues were happen ing , so

I can ’ t l i nk the 2015/ ’16 d iscuss ion w i th M in is te r Gordhan a t the t ime to

what was happen ing a t th is per iod in 2017.

MR EMMANUEL LEDIGA: So broad ly, accord ing to yo u, you a re say ing

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you are no t aware and th is i s beyond your pay grade rea l l y about these

issues .

MS BONGANI LOUISA MATHEBULA : Real ly in 2017, Mr

Commiss ioner.

MR EMMANUEL LEDIGA: Okay, a l r i gh t , okay.

MS GILL MARCUS : Bu t perhaps jus t a po in t o f c la r i f y t here , M in is te r

Gordhan ’s s ta tement was a pub l i c s ta tement , i t wasn ’ t in a c losed

meet ing .

MS BONGANI LOUISA MATHEBULA : I t was in the Annua l Genera l

Meet ing o f the P IC.

MS GILL MARCUS: I t was an open meet ing .

MS BONGANI LOUISA MATHEBULA : Yes, open ing rem arks , yes . So

I ’m go ing to dea l – can I con t inue? Okay. In paragraph 34:

“The w ide - rang ing a l l egat ions f rom Le ih lo la Le ih lo la conta ined

in the emai l o f 13 September 2017 imp l ica ted the CEO, the

CFO, fo rmer Cha i rperson o f the aud i t and r i sk , execut ive he ad

o f HR. The a l l egat ions ra ised concerns about …[in tervenes ]

MS GILL MARCUS : Can you jus t remind us who the fo rmer

Cha i rperson o f ARC tha t i s be ing re fe r red to here .

MS BONGANI LOUISA MATHEBULA : I t ’s Ms Tan taswa Fubu.

“The a l l egat ions ra ised concerns a bout remunera t ion and

bonus incent ives , cor rup t dea ls , inves tments , v ic t im isa t ion and

i l l - t rea tment o f the s ta f f members , nepot ism and buy ing o f f .

The a l legat ions a lso ca l led fo r a l i f es t y le aud i t o f the CEO,

CFO and some members o f exco. A p lea was a lso made fo r

the board to have a pro tec ted meet ing w i th s ta f f members in

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the absence o f the CEO, CFO and execut ive head o f HR.

In te rna l aud i t was a lso mandated by the board dur ing the

meet ing he ld on the 15 September 2017 to conduc t the same

rev iew process w i th spec i f i c re fe rence to a l l egat ions f rom

Le ih lo la Le ih lo la conta ined in the emai l da ted the 13

September 2017. As the company secre tary aga in , i t was

unc lear to me how the board in tended fo r those type of

a l legat ions to mere ly go th rough a ver i f i ca t ion process by

in te rna l aud i t . Th is , in my v iew, requ i red an inves t iga t ion and

fo r employees to be g iven room to d isc lose a l l the i r concerns

and gr ievances re la t ing to incent ives , v i c t im isa t ion , e tce tera .

This v iew is suppor ted by what I ’ ve seen th rough th is

Commiss ion tha t fo r the f i r s t t ime employees have been ab le

to come out and s ta te the i r concerns in re la t ion to employee

mat te rs and a l l egat ions o f v ic t im isa t ion . I t appears to me tha t

the board was c lear l y no t keen to make th is remedy ava i lab le

to employees to enab le them to a i r the i r v iews and compla in ts

about the conduc t o f imp l ica ted execut ives . In fac t , th is was

conf i rmed by the reso lu t ion o f the board on the 6 October 2017

where the board reso lved to te rmina te the in te rna l aud i t

p rocess wh ich was v er i f y ing the a l l egat ions . The board ’s v iew

at the t ime was tha t these a l legat ions were base less and

mal ic ious . ”

MS GILL MARCUS : Sor ry, can I jus t fo r purposes o f c la r i t y t r y to j us t

unders tand the sequenc ing . So in the f i r s t ins tance the board agrees

fo r an ex terna l inves t iga t ion , i t resc inds tha t and asks the in te rna l

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aud i t to a ver i f i ca t ion process .

MS BONGANI LOUISA MATHEBULA : Yes .

MS GILL MARCUS: And then resc inds tha t ver i f i ca t ion process on the

grounds tha t th is i s s imp ly mal i c ious?

MS BONGANI LOUISA MATHEBULA: Yes.

MS GILL MARCUS: So there were th ree s teps o f chang ing the mind by

the board .

MS BONGANI LOUISA MATHEBULA : Yes.

MS GILL MARCUS : Whether tha t was unan imous or no t i s – i t was the

major i t y dec is ion so tha t was what car r ied – was i t – these were no t

unan imous dec is ions or were they, in the boards?

MS BONGANI LOUISA MATHEBULA : O f course there were d issent ing

v iews and d i f fe ren t op in ions bu t a t the end o f the day the major i t y o f

the board took the reso lu t ions .

MS GILL MARCUS: So tha t in tha t , jus t to be c lear, there were th ree

d is t inc t ac t i v i t ies by the board tha t changes i t s mind .

MS BONGANI LOUISA MATHEBULA : Yes bu t th is , remember, i t ’s no t

happen ing in one meet ing . I t ’s ta lk ing …[ in te rvenes ]

MS GILL MARCUS: No, no , I ’m say ing th ree d i s t inc t t imes , ja .

MS BONGANI LOUISA MATHEBULA : Yes . Yes , cer ta in ly, Madame

Commiss ioner.

MS GILL MARCUS: Thank you.


ADVOCATE ISAAC MONNAHELA : I f I may ask you, who was the

Cha i rperson o f the board in September and October 2017?

MS BONGANI LOUISA MATHEBULA : I t was Mr S f iso Buthe lez i , he was

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a lso the Deputy Min is te r o f F inance a t the t ime.

ADVOCATE ISAAC MONNAHELA : Okay, can I ask you aga in , d id the

board or the major i t y o f the board g ive any reason why they were

te rminat ing the in te rna l aud i t p rocess?

MS BONGANI LOUISA MATHEBULA : Yes one o f the reason they gave

was tha t they wanted to res tore s tab i l i t y and I dea l w i th i t as we l l la te r

on in my subsequent paragraphs bu t a lso the fac t tha t those a l legat ions

were ma l i c ious and base less .

ADVOCATE ISAAC MONNAHELA : You may cont inue a t paragraph 37.

MS BONGANI LOUISA MATHEBULA : Okay, thank you.

“Dur ing the same board meet ing o f 15 September 2017 the

i ssue o f in fo rmat ion leaks was de legated to the In fo rmat ion

Communica t ion , Techno logy Governance Commi t tee , tha t i s

the ICTGC. Th is commi t tee however d id no t take charge o f

the mat te r. Ins tead the same execut ive management tha t were

to some ex ten t imp l i ca ted in the N ogu and Le ih lo la a l legat ions

was tasked to dea l w i th the in fo rmat ion as a mat te r o f

u rgency. Th is had the e f fec t o f invo lv ing the management in a

manner where they were c lear ly conf l i c ted . ”

ADVOCATE ISAAC MONNAHELA : I f I may in te rvene, who de legated

the issue to the In fo rmat ion Communica t ion , Techno logy Gov ernance

Commi t tee?

MS BONGANI LOUISA MATHEBULA : The board on the 15 September.

ADVOCATE ISAAC MONNAHELA : Then when the execut ive

management took over was the board in fo rmed o f th is?

MS BONGANI LOUISA MATHEBULA : I w i l l be l i eve the board was la te r

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i n fo rmed because on the 29 September the CEO repor ted back to the

board on the fac t tha t they had now appo in ted an IT company to look

in to in fo rmat ion leaks .

ADVOCATE ISAAC MONNAHELA : Okay, you may cont inue.

MR EMMANUEL LEDIGA : Okay, le t ’s jus t check your v ie w broad ly

about these issues . Do you th ink tha t i f the board had taken the rou te

o f an ex te rna l inves t iga t ion , a l l these issues abou t the f i r ings o f the

Menye ’s and the May ise la and you a lso cou ld have been avo ided i f i t

was a d i f fe ren t p rocess to the one wh ich preva i led?

MS BONGANI LOUISA MATHEBULA : I hones t ly be l ieve i t wou ld have

been so much d i f fe ren t , i t wou ld have been hand led d i f fe ren t ly because

f i r s t o f a l l management wou ldn ’ t have been par t o f the process and a l l

the conf l i c ted par t ies inc lud ing some, you know, members o f

management , the HR manager – the HR execut ive as we l l was

imp l ica ted . The HR execut ive was a lso one o f the peop le who was , you

know, s teer ing a l l these d isc ip l inary hear ings , so I t ru ly, t ru ly rea l l y

be l ieve tha t i f i t had been taken out o f the P IC p rocess i t wou ld have

been hand led much bet te r.

MR EMMANUEL LEDIGA : So i t cou ld have been a d i f fe ren t P IC by now

i f James No gu emai l cou ld – I mean, th is Commiss ion probab ly wou ldn ’ t

be here , i s tha t what you ’ re say ing?

MS BONGANI LOUISA MATHEBULA : Look , Commiss ioner, fo r me, I ’m

ta lk ing about the spec i f i c a l l egat ions . Look , there are i ssues a t the

P IC wh ich I be l ieve the Commiss ion is hand l ing a t the moment wh ich I

don ’ t be l ieve is l inked to th is par t i cu la r i ssue. I mean, w i thout – the

fac t tha t the hear ings wou ld have been hand led d i f fe ren t ly, I don ’ t th ink

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there were – they were cer ta in i ssues a t the P IC wh ich were happen ing

in te rms o f v ic t im isa t ion , sa la r ies and a l l those o ther th ings wh ich I

be l ieve tha t the fac t tha t the Commi ss ion o f Inqu i ry, we are cur ren t ly

s i t t ing here now, i t a lso shows tha t , you know, there were cer ta in th ings

tha t a lso needed to be dea l t . Whether the inves t iga t ions wou ld have

dea l t w i th those issues I don ’ t know but on the aspec t o f the hear ings I

be l ieve tha t th ings wou ld have been hand led d i f fe ren t ly. Ja .

MR EMMANUEL LEDIGA : Thank you.

ADVOCATE ISAAC MONNAHELA : Ms Mathebu la , can I jus t take you

back to paragraph 33 o f your s ta tement? You ment ioned there tha t the

board a f te r the meet ing o f the 15 Se ptember the board shou ld have

made a s ta tement ind ica t ing tha t i t had accepted the representa t ions

made by the CEO, r igh t? And then in paragraph 36 r igh t a t the end you

say :

“The board ’s v iew a t the t ime was tha t these a l legat ions were

base less and mal ic i ous . ”

What was the bas is o f tha t now because a f te r they had accepted the

exp lanat ions or representa t ions the board was okay w i th the

cont inuat ion by the IA in ver i f i ca t ions , am I cor rec t?

MS BONGANI LOUISA MATHEBULA : Mr Commiss ioner, so yes , you

are cor rec t par t l y, there are two se ts o f a l legat ions . The f i r s t

a l legat ions o f the 5 September wh ich the board dea l t w i th in tha t

meet ing on the 15 September where the board a f te r tha t meet ing they

had reso lved fo r in te rna l aud i t to conduc t the ver i f i ca t ion proce ss . That

was when the board i ssues the med ia s ta tement on the 15 September.

ADVOCATE ISAAC MONNAHELA : That ’s in re la t ion to the James

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Nogu.

MS BONGANI LOUISA MATHEBULA : To the James Nogu a l legat ions .

The o ther par t in paragraph 36 re la tes to the o ther a l legat ions o f the 13

September, the a l legat ions by Le ih lo la Le ih lo la . Ja . I ’m on paragraph

38, Mr Commiss ioner.

“A f te r the James Nogu emai l the CEO s tar t ing inves t iga t ing the

source o f the leak o f in fo rmat ion . Ms Menye and Mr

Nemagovhan i were a lso ins t ruc ted to have a c r im ina l case

opened in re la t ion to the leak . I became aware o f th is

ins t ruc t ion because they came to my o f f i ce to reques t tha t I

fu rn ish them wi th a purpor ted ly c lass i f ied document w i th

respec t to the MST t ransac t ion . I cou ld un for tunat e ly no t

ass is t them as the or ig ina l l y submi t ted submiss ion f rom the

inves tment team was not c lass i f ied in the f i r s t p lace .

MS GILL MARCUS: Sor ry, I don ’ t unders tand tha t and i t jus t m igh t be

l ack o f apprec ia t ion o f the process because i f i t was no t a c las s i f ied

document sure ly they wou ld have had access to i t anyway. They d idn ’ t

need you to p rov ide i t , i t wou ld have been someth ing tha t they cou ld

have ob ta ined f rom you or anybody e lse because i t was no t a c lass i f ied

document . So d id they ge t the document o r no t?

MS BONGANI LOUISA MATHEBULA : Madame Commiss ioner, no , they

never go t the document .

MS GILL MARCUS: Why not i f i t wasn ’ t – was i t someth ing tha t was

then re fused to them by somebody? You cou ldn ’ t – i f I unders tand your

sentence there i s tha t y ou cou ld no t he lp them because i t was no in

your documenta t ion as c lass i f ied .

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MS BONGANI LOUISA MATHEBULA : Yes , Madame Commiss ioner.

MS GILL MARCUS: But i t was ava i lab le e lsewhere in the organ isa t ion .

MS BONGANI LOUISA MATHEBULA : I t was no t ava i lab le e lsewhere in

the organ isa t ion . Maybe jus t to a lso to pu t contex t , Madame

Commiss ioner. So what happened is tha t the CEO had then ins t ruc ted

– I la te r learn t tha t the CEO had ins t ruc ted Ms Menye and Mr

Nemagovhan i to go and open a case a t the South A f r i can Po l i ce

Serv i ces . When they go t there the po l i ce reques ted tha t they cannot

open a case i f they don ’ t have a c lass i f ied document per ta in ing to the

mat ter hence they came to my o f f i ce and tha t – tha t document they

never found, i t was never the re , the P IC s o hence they cou ldn ’ t open

tha t case. I don ’ t unders tand the SAPS process bu t i t looked tha t ’s

what the SAPS wanted f rom the PIC fo r them to open tha t .

MS GILL MARCUS: But there are two e lements here then to

unders tand tha t .

MS BONGANI LOUISA MATHEBULA : H’m.

MS GILL MARCUS: In o rder to open up the case o f documenta t ion

misuse the SAPS has to say you have a taken a document tha t was

c lass i f ied .


MS GILL MARCUS: Al r igh t because the document was no t c lass i f ied

they cou ld no t open the case.

MS BONGANI LOUISA MATHEBULA : Cer ta in ly.

MS GILL MARCUS: But what you ’ re a l so say ing is there was no such

document .

MS BONGANI LOUISA MATHEBULA : Cor rec t , Madame Commiss ioner.

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MS GILL MARCUS: Okay.

MS BONGANI LOUISA MATHEBULA : Okay, m ay I con t inue? Okay.

Paragraph 39:

“ I a lso l i s tened w i th surpr ise and d ismay to the tes t imony o f

Ms Menye before th i s Commiss ion s ta t ing tha t the CEO took i t

upon h imse l f to f ind the ident i t y o f the wh is t le b lower and in

the process ins t ruc ted en t rus ted ex terna l serv ice p rov iders to

spy on cer ta in execu t ives inc lud ing myse l f . As ide f rom breach

o f IT p ro toco ls wh ich Ms Menye has h igh l igh ted in tes t imony to

th is Commiss ion i t seems i r regu lar tha t the CEO wi l l so c lose ly

d i rec t an inves t iga t ion in to mat te rs in wh ich he was

imp l i ca ted . ”

MS GILL MARCUS: Jus t coming back to the ques t ion o f – and we ’ve

had th i s ev idence before bu t i f you cou ld jus t ind ica te when i t i s

ins t ruc ted – ex te rna l serv ice prov iders to spy on cer ta in execut ives ,

does tha t mean there wer e record ing dev ices , how was the spy ing to

take p lace or how d id i t take p lace?

MS BONGANI LOUISA MATHEBULA : I be l ieve in my mind tha t ,

Commiss ioner, i t wou ld have been record ing peop le , you know, look ing

at the emai ls o f the peop le . I th ink I ’m a lso ta l k ing on the bas is o f

what I ’ ve heard be fore th is Commiss ion o f Inqu i ry tha t the emai ls - fo r

ins tance, my emai ls were a lso sp ied upon wh ich , you know, was

someth ing wh ich was no t the r igh t th ing to do w i thout me g iv ing

permiss ion fo r such to happen.

MS GILL MARCUS: Adv Lubbe, can we jus t look a t th is subsequent to

th is and have jus t a b i t o f a d iscuss ion because th is i s qu i te – to me

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qu i te a b reach. I f there i s someth ing w i th in the PIC tha t say g iven the

na ture do they have r igh t to look a t s ta f f emai ls o r whether th is was

ac tua l l y l i s ten ing dev ices or emai l communica t ion , what au thor isa t ion

to an en t rus ted ex te rna l serv ice prov ider wou ld have been requ i red to

enab le them to do tha t .

ADV JANNIE LUBBE SC : I t i s no ted .

MR EMMANUEL LEDIGA : Can I add? I th i nk i f I reca l l Ms Menye

d idn ’ t ment ion record ings , she spoke about the emai ls and tha t I th ink

the hard d r ives or someth ing they were taken or someth ing , you know,

there was someth ing about the emai ls tha t they were be ing accessed

w i thout you peop le knowin g about i t . Are you say ing there cou ld have

been record ings a lso wh ich is a comple te ly d i f fe ren t mat te r to record

phone ca l l s and a l l tha t?

MS BONGANI LOUISA MATHEBULA : We l l , my v iew is tha t i f they were

spy ing on emai ls maybe they cou ld have been. I ’m not say ing there

was, I ’m say ing maybe there cou ld have been even , you know, l i s ten ing

dev ices bu t what i s be fore th is Commiss ion cer ta in ly i s the fac t tha t

emai ls were sp ied upon.

MR EMMANUEL LEDIGA : Yes , okay, a l r igh t .

CHAIRPERSON : That f i r s t par t o f tha t paragraph, i t seems to me tha t

you are say ing th is i s what Ms Menye tes t i f ied to in th is Commiss ion ,

am I cor rec t o r no t?

MS BONGANI LOUISA MATHEBULA : Yes . Paragraph 40,

Commiss ioner.

MS GILL MARCUS: No, sor ry, jus t on tha t . Was th is the f i r s t t im e you

were aware tha t you were among those be ing sp ied upon?

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MS BONGANI LOUISA MATHEBULA : To be hones t , Madame

Commiss ioner, I had heard the rumours tha t I was a lso be ing sp ied

upon.

MS GILL MARCUS: Sor ry, jus t say tha t aga in?

MS BONGANI LOUISA MATHEBULA : I had heard the rumours tha t I

was be ing sp ied upon.

MS GILL MARCUS: You’d heard rumours bu t th is was the f i r s t t ime

you saw the ev idence?

MS BONGANI LOUISA MATHEBULA : Bu t th is was the f i r s t t ime. Yes ,

th is was the f i r s t t ime. Paragraph 40:

“That such a pro found conf l i c t o f in te res t w i l l a r i se I submi t

shou ld have been obv ious to the board and Dr Mat j i l a and

ought to have been mi t iga ted aga ins t . The resc ind ing or ig ina l

board reso lu t ion in my op in ion was an overs igh t as i t had the

un in tended conseque nce o f ta rge t ing o f ind iv idua ls tha t were

randomly ident i f ied as poss ib le leakers o f in fo rmat ion .

ADVOCATE ISAAC MONNAHELA : I f I may in te rvene, you say in the

f i r s t sen tence o f tha t paragraph:

“That such a pro found conf l i c t o f in te res t w i l l a r i se I submi t

shou ld have been obv ious to the board and Dr Mat j i l a and

ought to have been mi t iga ted aga ins t . ”

Was the board aware tha t Dr Mat j i l a was inves t iga t ing the source o f the

leak o f the in fo rmat ion?

MS BONGANI LOUISA MATHEBULA : O f course the board wou ld have

been aware because the board de legated to i t s commi t tee and the

commi t tee then de legated management to do those inves t iga t ions .

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ADVOCATE ISAAC MONNAHELA : Okay. You, ear l i e r in your

s ta tement , you sa id Ms Fugu cou ldn ’ t dea l w i th a cer ta in i ssue because

she was a lso imp l ica ted . D id the board express any concern about D r

Mat j i l a be ing conf l i c ted in the inves t iga t ion o f the source o f the leaks

o f the in fo rmat ion?

MS BONGANI LOUISA MATHEBULA : Surpr is ing ly the board d idn ’ t

pronounce any d iscomfor t fo r Dr Mat j i l a who was conf l i c ted . However,

the board then cou ld see tha t the Cha i r o f aud i t o f r i sk was imp l ica ted

was conf l i c ted hence she was no t go ing to par t i c ipa te in any o f those

inves t iga t ions , so tha t fo r me a lso i s another i ssue.

ADVOCATE ISAAC MONNAHELA : You may cont inue a t paragraph 41.

MS BONGANI LOUISA MATHEBULA : Okay. The CEO repor ted to the

board dur ing the meet ing he ld on the 29 September tha t BCX and

Te lkom were appo in ted to inves t iga te in fo rmat ion leaks and to ass is t

w i th IT secur i t y. I t was c lea r tha t the board had permi t ted the CEO to

take charge o f the inves t iga t ion in to the source o f leak ing o f

in fo rmat ion . Th is was done w i thout hav ing regard to the ev iden t

conf l i c t o f in te res t by the CEO and o ther imp l ica ted execut ives

espec ia l l y the execu t i ve head o f HR who was la te r tasked w i th runn ing

w i th d isc ip l inary mat te rs l inked w i th the leakage o f in fo rmat ion .

ADVOCATE ISAAC MONNAHELA : Mr Commiss ioner, i t ’s e leven

o ’c lock , i s a conven ien t t ime to take the ad journment?

INQUIRY ADJOURNS

COURT RESUMES:

CHAIRPERSON : Ms Mathebu la , you ’ re s t i l l under oa th .

MS BONGANI LOUISA MATHEBULA Yes , Commiss ioner.

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CHAIRPERSON : You may con t inue.

ADVOCATE ISAAC MONNAHELA : Yes , you may s ta r t a t paragraph 42

on page 14.

MS BONGANI LOUISA MATHEBULA : Okay, thank you.

MR EMMANUEL LEDIGA : Ms Mathebu la , be fo re you proceed, jus t

another ques t ion be fore we leave th is a rea .

MS BONGANI LOUISA MATHEBULA : Okay.

MR EMMANUEL LEDIGA : Jus t in te rms o f the two paths – you know,

we sor t o f agreed tha t there was the in te rna l pa th and the ex terna l pa th

wh ich was supposed to be taken and the board dec ided to take the

in te rna l rou te . Do you th ink when the board took tha t dec is ion was i t

jus t a mis take? Sor t o f w i th h inds igh t was i t jus t an i ssue o f m is takes

or there was jus t – the board was l i ke conf ident tha t i t s tak ing the r igh t

dec is ion? I don ’ t know whether I ’m c lear bu t I mean do you th ink i t was

an hones t dec is ion , hones t mis take w i th h inds igh t in some ways or

someth ing d i f fe ren t?

CHAIRPERSON : I f you are ab le to answer tha t qu es t ion .

MS BONGANI LOUISA MATHEBULA : Mr Commiss ioner, I can answer

bu t th is i s my own persona l v iews. I do no t be l ieve tha t i t was an

hones t mis take , the board was ques t ioned on severa l occas ions on ,

you know, the appropr ia te rou te to take in tha t respec t . F i rs t o f a l l , the

board d is regarded the fac t tha t i t was a wh is t le b lowing repor t , they

d idn ’ t wan t to heard tha t .

Second o f a l l , the board was a lso ques t ioned to say le t ’s jus t

s t ick lega l adv ice or lega l op in ion on th is mat te r, i t wou ld have been

much more appropr ia te and hav ing been a t the board as a company

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secre tary I ’ ve seen ins tances where the board took reso lu t ions to go

fo r lega l op in ions and I be l ieve tha t tha t wou ld have taken ou t any sor t

o f sub jec t i ve , you know, ins tances(?) wh ich I observ ed as a company

secre tary so my hones t v iew, I do no t be l ieve i t was an hones t mis take ,

I th ink there were in f luences . Where those in f luences were coming

f rom, I cannot te l l .

MR EMMANUEL LEDIGA : And so you th ink tha t the board – the bes t

the board cou ld have done is to ge t a lega l , you know, adv ice on what

to do and then fo l low f rom there?

MS BONGANI LOUISA MATHEBULA : Prec ise ly, Commiss ioner, the P IC

does have a mechan ism where the board can seek adv ice and the PIC

pays fo r those and i t has happened qu i t e a number o f t imes . Where

the board i s no t sure or cer ta in on the rou te to take I be l ieve ge t t ing an

ex terna l op in ion w i l l be be t te r approach.

MR EMMANUEL LEDIGA : Ja, thank you very much .

MS BONGANI LOUISA MATHEBULA : Can I s ta r t? Okay. I ’m on

paragraph 42:

“The in te rna l aud i t repor t , tha t i s annexure BM7, regard ing the

a l legat ions on the loan prov ided by the PIC to mob i l i se

Sate l l i t e Techno log ies was p resented by Mr Nemagovhan i

dur ing a board meet ing he ld on the 29 September 2017. I t

shou ld be no ted t ha t there was no pack prepared fo r th is

meet ing and the mat te r to be d iscussed by the board was fo r

me not a run -o f - the-mi l l . I was in a t tendance a t tha t meet ing

tak ing minutes so i t was prudent fo r me to capture the t rue

proceed ings o f the d iscuss ions a t the meet ing . I a lso d id no t

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want to second -guess the d iscuss ions o f the board and conf ine

the minutes to on ly the reso lu t ions taken a t tha t meet ing .

Dur ing the presenta t ion o f the in te rna l aud i t repor t i t was

ev ident tha t the in te rna l aud i t d id no t cond uc t an eva lua t ion

and aud i t o f the conduc t o f Dr Mat j i l a in reques t ing Mr

Lawrence Mulaudz i to make a payment o f 300 000 to se t t le the

debt o f Ms Pre t ty Louw’s company. Th is was due to the fac t

tha t th is aspec t was spec i f i ca l l y exc luded by the board in th e

in te rna l aud i t scope o f work to tes t the va l id i t y, accuracy and

comple teness o f the document submi t ted by management . I

had d i f f i cu l t y w i th the board ’s approach tha t a l though the CEO

had prepared a response to the a l l egat ions wh ich the board

accepted. Those responses d id no t dea l w i th the i ssue o f h im

reques t ing 300 000 to be g iven to Ms Louw. Dr Mat j i l a ’s

submiss ions to the board on ly re f lec ted the in te rna l p rocess

fo r loan in approv ing the MST loan and CSI a l loca t ion . I t

there fore meant tha t the CEO had not fu l l y responded to a l l

the mat te rs o r conf i rmed the accuracy o f some o f the

a l legat ions and the board s t i l l accepted th is , h is responses ,

and dec la red the a l legat ions base less w i thout independent ly

tes t ing the same. Th is was one o f the i ssues tha t had

a t t rac ted pr ice coverage and pub l i c c r i t i c i sm a t the t ime. Th is

was because Mr Mulaudz i i s bus inessman who had rece ived

s ign i f i can t fund ing f rom the P IC in the pas t and whom one

cou ld reasonab ly say was dependent on fu tu re fund ing . Mr

Nemagovhan i was excused f rom the meet ing and reques ted to

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i n te rv iew both the CEO and Mr Mulaudz i on th is l im i ted aspec t

o f the James Nogu a l legat ions . Mr Nemagovhan i repor ted

back to the board on th is d iscuss ions he ld w i th the CEO and

te lephon ic d iscuss ions w i th Mr Mu laudz i . He repor ted tha t Mr

Mulaudz i had conf i rmed tha t Ms Louw and her bus iness

par tner were in t roduced to h im by the CEO who in i t ia l l y

reques ted h im to ass is t the lad ies w i th bus iness oppor tun i t ies

wh ich he cou ld no t do . La ter, accord ing to the vers ion o f Mr

Mulaudz i , as repor ted by in te rna l aud i t in the meet ing the CEO

reques ted h im to ass is t the lad ies se t t le the i r bus iness deb t

wh ich Mr Mulaudz i d id by pay ing an amount o f 300 000 in two

equa l ins ta lments to the co l lec t ing a t to rneys . ”

MS GILL MARCUS: Sor ry, can I jus t in te r rup t you there fo r a second?

Again i t ’s a po in t o f c la r i f y. From your tes t imony here i t wou ld look as

i f t here were then two d is t inc t approaches to Mr Mulaudz i . The f i r s t

was to see whether he cou ld he lp them wi th the i r bus iness ac t i v i t ies

and the second one was abou t a payment t ransac t ion o f ask ing h im to

pay the – and ass is t the 300 000. Two d is t inc t t imes .

MS BONGANI LOUISA MATHEBULA : Cor rec t , Madame Commiss ioner.


MS BONGANI LOUISA MATHEBULA : Paragraph 47.

ADV JANNIE LUBBE SC : Sor ry, Mr Commiss ioner, jus t fo r the record

– and I th ink i t ’s re levant to the ques t ion asked, tha t was exac t ly the

ev idence o f Mr Mulaudz i .

MS GILL MARCUS: Yes but i t wasn ’ t the ev idence about how they f i r s t

met Ms Louw.

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ADV JANNIE LUBBE SC : That i s cor rec t .


“When th is feedback was g iven to the board and the Cha i rman

asked the d i rec to rs i f th i s cou ld no t be regarded as

impropr ie ty. Some d i rec tors jumped in the de fence o f Dr

Mat j i l a . They went as fa r as …[in tervenes ]

MS GILL MARCUS : Sor ry, who was the Cha i rman a t tha t po in t in t ime?

MS BONGANI LOUISA MATHEBULA : I t was Mr S f iso Buthe lez i .

MS GILL MARCUS: Buthe lez i .

MS BONGANI LOUISA MATHEBULA : Ja .

“They went as fa r as say ing t hey were proud o f what he had

done. I t showed tha t he was a thought fu l and se l f less CEO

who was w i l l i ng to rescue a s t rugg l ing en t repreneur. One

d i rec tor even re fe r red to h im as a Good Samar i tan . There was

an immedia te heated debate and pushback to th is response.

The deputy cha i rman a t the t ime, Dr Mkwanaz i , ques t ioned h is

co l l eagues f rom defend ing the indefens ib le . He expressed

shock tha t there were some d i rec tors who were w i l l i ng to

jus t i f y the ac t ions o f the CEO. Ms Zu lu then s ta ted tha t i f th is

was the board ’s response to the mat te r she cha l lenged the

board to make a pub l i c p ronouncement to th is e f fec t to see

how the reasonab le pub l i c w i l l rece ive such a s tance. I t was

tha t po in t tha t the Cha i rman p leaded w i th the board members

to be hones t w i th t hemse lves and not be seen to be promot ing

what cou ld be seen as uneth ica l behav iour. The board then

accepted the Cha i rman ’s adv ice then reso lv ing tha t the soc ia l

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and e th ics commi t tee shou ld fo rmula te a po l i cy wh ich shou ld

have been meant to avo id s i tua t io ns where the CEO or any o f

the management s ta f f can be compromised and to ensure tha t

i f the CEO wants to make such in i t ia t i ves he can do so wh i ls t

accompan ied by o ther P IC o f f i c ia ls and tha t such meet ings

shou ld be done in a fo rmal and recorded manner. E ven a t tha t

po in t the major i t y o f the board s t i l l he ld a v iew tha t the CEO

had done noth ing wrong and he jus t needed to be ques t ioned

about how he hand les such mat te rs in the fu tu re so tha t there

i s no percept ion tha t he uses h is in f luence to ass is t the

par t ies . Such a po l i cy was never deve loped accord ing to my

knowledge . My unders tand ing o f the way the board

de l ibera ted on the impropr ie ty was tha t the major i t y o f the

board d id no t regard i t war ran t ing fo r fo rmula t ion to be taken

aga ins t the CEO but accep ted the CEO’s ac t ions , r i sk ,

engender ing the percept ion tha t he had used h is pos i t ion o f

in f luence to improper ly benef i t another person. Aga in a med ia

s ta tement was issued …[in tervenes ]

MR EMMANUEL LEDIGA : Paragraph 47 and I don ’ t ’ know whether you

can answer th is , i f you can ’ t p lease te l l me. The ques t ion i s who

defended the CEO? You sa id some peop le jumped in to the de fence o f

the CEO. Can you reca l l the names the peop le and a l l i f you can

answer tha t?

MS BONGANI LOUISA MATHEBULA : Okay. Mr Commiss i oner, can I

no t ment ion names? I can g ive the names to the ev idence leader.

ADVOCATE ISAAC MONNAHELA : That ’s f ine , tha t ’s f ine .

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MS BONGANI LOUISA MATHEBULA : Sor ry, I ’m on paragraph 50.

“Aga in a med ia s ta tement was issued a f te r the board meet ing

of the 15 September 2017. ”

That i s annexure 8 .

“Th is med ia s ta tement made no ment ion tha t the CEO’s

conduc t engendered r i sk and was i r regu lar and ou t o f l i ne in

any way. Th is fac t wou ld however have been apparent f rom a

perusa l o f the minutes o f the meet ing tha t I w i l l dea l w i th in

subsequent paragraphs . ”

A l l med ia - re la ted s ta tements and newspaper a r t i c les are a lso a t tached,

Commiss ioner under BM8A.

“A l legat ions no t tho rough ly inves t iga ted . The sudden dec is ion

to s top any fu r ther inves t iga t ion . On the 6 Octobe r 2017 in

annexure 9 the board he ld an urgent spec ia l board meet ing .

Th is was immedia te l y a f te r the board s t ra teg ic sess ion wh ich

was he ld in Maga l iesberg be tween the 5 and 6 October 2017.

Aga in I was in a t tendance and I was the one tak ing the

minutes a t tha t meet ing . Aga in I was a lso to ld no t to record

the d iscuss ions . The board took a reso lu t ion no t to pursue

any fu r ther inves t iga t ions o f the a l l egat ions o f the 13

September 2017 a t tha t meet ing . G iven the na ture and

ser iousness th is s t r i ked me as a f a i lu re by the board to

d ischarge i t s f iduc ia ry respons ib i l i t i es in the in te res t o f the

PIC. ”

MS GILL MARCUS: Sor ry, can I jus t ask you. When the board took

tha t reso lu t ion were any reasons g iven?

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MS GILL MARCUS: Reasons to say we ’ re no t go ing to pursue any

fu r ther inves t iga t ions . What were the reasons g iven?

MS BONGANI LOUISA MATHEBULA : Madame Commiss ioner, the

reasons g iven by the board was tha t the a l l egat ions o f the 13

September 2017 were mal i c ious and base less bu t a lso the board was

say ing tha t they wanted to res tore s tab i l i t y in to the PIC. So those

…[in tervenes ]

MS GILL MARCUS: Same reason ing as you had g iven be fore .


MS GILL MARCUS: But they s t i l l d id no t have any in fo rmat ion , they

had not go t a resu l t o f any inves t iga t ion .

MS BONGANI LOUISA MATHEBULA : P rec ise ly.

“…espec ia l l y s ince pub l i c sc ru t iny on the PIC, espec ia l l y the

CEO was he igh ten ing . Log ic wou ld have de tec ted tha t the

board a l low in te rna l aud i t p rocess the board ha d i t se l f

commiss ioned on the 15 September 2017 to be comple ted and

not to c lose th is – and to c lose th is mat te r p roper ly.

Surpr is ing ly the reason g iven…”

Aga in these are the reasons .

“…to s top a l l fu r ther inves t iga t ions was to res tore s tab i l i t y a t

the P IC and to focus on the imp lementa t ion o f the mandate o f

the P IC. What i s cont ra ry i s tha t the v ic t im isa t ion by

management aga ins t those who were fa l l ing ou t o f l i ne w i th the

CEO was cont inu ing . I need to ment ion tha t i t was dur ing the

board meet ing o f the 15 September, Commiss ioner, 2017, and

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a l l subsequent meet ing dea l ing w i th the a l legat ions aga ins t

the CEO where there were ser ious tens ions in the board , the

board was c lear ly d i v ided on th is mat te r. S imp ly pu t i t became

very c lear tha t there were d i rec to rs who were prepared to

de fend the CEO and immed ia te ly exonera te h im wi thout

a l low ing any due process . There were o ther d i rec tors in the

minor i t y who re jec ted th is approach. These d i rec tors he ld a

s t rong v iew tha t th is mat te r, i f no t p roper ly dea l t w i th posed a

ser ious reputa t iona l r i sk on the board and the PIC as a who le .

A l though i t was on ly Ms Zu lu who ins is ted tha t her d issent ing

v iew to what she regarded as a f lawed process by the board

be recorded. There were s t rong d i f fe rences o f op in ion dur ing

the debate on the mat te r. However, the major i t y o f the board

suppor ted Dr Mat j i l a and even re leas ing med ia s ta tements

endors ing h im pub l i c ly. ”

ADVOCATE ISAAC MONNAHELA : I f I may in te rvene there . In the las t

sentence o f paragraph 52 you say :

“What i s cont ra ry i s tha t the v ic t im isa t ion by management

aga ins t those who were fa l l ing ou t o f l i ne w i th the CEO was

cont inu ing . ”

Who were those peop le in management who were v ic t im is ing

employees?

MS BONGANI LOUISA MATHEBULA : I be l i eve to my unders tand ing i t

was the CEO, i t was the execu t ive head o f HR. The CFO – the head o f

HR repor ts to the CFO and I do no t be l ieve tha t the HR head was

ac t ing ou t o f l i ne w i thout tak ing ins t ruc t ions or consu l ta t ion w i th the

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CFO.

ADVOCATE ISAAC MONNAHELA : Okay, when you say they v i c t im ised

employees , what you mean, how d id they v ic t im ise them?

MS BONGANI LOUISA MATHEBULA : I ’m go ing to ta lk – thank you, I ’m

go ing to ta lk fo r myse l f . A t the t ime the board took a reso lu t ion o f 6

Oc tober, i t was the t ime when a l l the fo rens ic inves t ig a t ions have

s ta r ted . A l though I d id no t rea l i se a t the t ime the grav i t y and the

na ture and the de terminat ion to t ry and f ind who the leakers o f

in fo rmat ion were , i t was dur ing tha t t ime when Na led i had been

appo in ted and I had a l ready underwent in te rv iews w i th Na led i and then

I then rea l i sed now tha t i t was the t ime when the CEO had jus t s ta r ted

th is , you know, w i tch hunt to t ry and f ind who the leakers o f in fo rmat ion

were . So I myse l f was the one who was a t tha t t ime now be ing

v ic t im ised.

ADVOCATE ISAAC MONNAHELA : Okay, you may proceed.

MS BONGANI LOUISA MATHEBULA : I ’m go ing to ta lk …[ in te rvenes ]

MR EMMANUEL LEDIGA : Jus t to unders tand someth ing . So in te rms

o f the board func t ion ing , you know, o r func t ion ing we l l , i t l ooks l i ke we

have a pre -Nogu board and a pos t -Nogu k ind o f board . Was the board

func t ion ing we l l be fore the Nogu mai ls , the emai l s , i f you can reca l l?

Was i t no t d iv ided, was i t func t ion ing very we l l? We know pos t -Nogu

there were prob lems.

MS BONGANI LOUISA MATHEBULA : Mr Commiss ioner, the board was

func t ion ing qu i te we l l . Even a f te r the Nogu emai ls I mus t in te rms o f

s t ra tegy – I mean, s t ra tegy sess ions were he ld , s ta tu to ry mat te rs were

a t tended to by the board . There was a t ime when there was a vacuum

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af te r the depar tu re o f the then Min is te r Gordhan and h is deputy

min is te r a t the t ime, Mr Mceb is i Jonas , be fore the appo in tment o f the

new deputy min is te r who then la te r became the Cha i rman. There was a

t ime when, you know, we were s t i l l wa i t ing fo r the Cha i rman to be

appo in ted , I th ink i t was about th ree months a t tha t t ime. But the board

was func t ion ing qu i te we l l in te rms o f approv ing , s t ra teg ic document ,

corpora te p lans were submi t ted , th ings tha t were supposed to be

at tended to were a t tended to . So I don ’ t want to say the board was no t

func t ion ing . I t was on ly when the issues o f the a l l egat ions were

d iscussed at the board where there was ser ious d iv is ions and

d isagreements in the board .

MR EMMANUEL LEDIGA : Ja . Thank you .

MS BONGANI LOUISA MATHEBULA : Okay, can I con t inue? Thank

you. Paragraph 54.

“The meet ing be tween the ers twh i le Min is te r G igaba and the

board . On the 26 September 2017, annexure 10 , Min is te r

G igaba met w i th the board to address severa l concerns in l igh t

o f the pers is ten t negat ive med ia pub l i c i t y tha t was con f ron t ing

the PIC. The min is te r spec i f i ca l l y reques ted fo r the meet ing to

be recorded. What p rompted the min is te r ’s meet ing was an

ar t i c le te rmed “Dan Mat j i l a , they are look ing fo r the keys to

the b ig sa fe” wh ich was da ted the 24 September 2017. O f

concern about the ar t i c le was tha t the board had taken a

dec is ion p r io r to the ar t i c le tha t any communica t ion w i th the

med ia shou ld be sanc t ioned by the board . However, the CEO

had taken i t upon h imse l f to be in te rv iewed about mat te rs

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which wou ld ass is t w i th t he board ou ts ide the board . The

t ranscr ip t o f the meet ing w i th the Min is te r, Mr Commiss ioner,

i s a lso annexed, i t ’s a lso a t tached. The t ranscr ip t w i l l se t the

fu l l con tex t o f what t ransp i red dur ing the meet ing . I was a lso

by the way in a t tendance a t the meet ing and I was a lso then

reques ted to a lso take the minu tes . ”

Okay, tha t ’s annexure 11 .

“Min is te r G igaba, a shareho lder representa t i ve , was concerned

tha t he was be ing dragged in to P IC mat te rs wh ich he had no

knowledge o f and he was be ing pa in ted as in te r fe r ing in to the

governance a f fa i rs o f the P IC wh ich he den ied . The min is te r

sa id he had rece ived - in th i s open ing the min is te r sa id tha t

he had rece ived a Whatsapp tex t on the 13 Sep tember 2017

f rom a Cape Town bus inessman and he read the tex t ou t in to

the record . The tex t read, I quote :

“H i Ma lus i , can you ca l l me urgent ly. My ed i to rs have p icked

up a s to ry on the remova l o f Dan Mat j i l a as P IC CEO at a

spec ia l board meet ing on Fr iday. I am not sure i f you are

aware , th is w i l l be ca tas t roph ic and w i l l se t us back . P lease

in te rvene to s top th is s ince i t i s no t good fo r you and the

pro jec t . I have a lso sent S f iso a tex t . I am ava i lab le to chat

any t ime. ”

ADVOCATE ISAAC MONNAHELA : I f I may in te rvene, do you have any

idea who th is Cape Town bus iness man cou ld be?

MS BONGANI LOUISA MATHEBULA : I do no t have any idea bu t I

be l ieve a name was ment ioned and I th ink i t was Mr Iqba l Survé . And

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the min is te r ’s response was :

“ I am not on the PIC board , ch ie f , I canno t in te rvene on th is as

th is i s a mat te r the board has no t fo rmal ly repor ted to me. My

deputy has no t to ld me they have suspended the CEO. I am

sure you wou ld unders tand, I have to respec t governance. ”

And then the bus inessman responded:

“Of course , I ’m jus t t r y ing to he lp so tha t i t does no t

embar rass you, the DM and the government . I t w i l l a lso undo

a l l the good pub l i c i t y you have been get t ing . I leave i t in your

hands . ”

MS GILL MARCUS: Thanks , can I jus t perhaps go back to the or ig ina l

tex t and perhaps Adv Lubbe, i t wou ld be poss ib le to ask f o rmer Min is te r

G igaba about th is and whether who i t was f rom so tha t we can

authent ica te the source o f th is ca l l i f i t ’s poss ib le?

ADV JANNIE LUBBE SC : I t w i l l be fo l l owed.

MS GILL MARCUS: I th ink the second ques t ion f rom me was tha t i f

M in is te r G igaba i s say ing the PIC ’s been dragged in to mat te rs , i t ’s

c lear ly be ing dragged in to mat te rs f rom th is by the bus inessman not by

the PIC or the med ia , the bus inessman is d ragg ing the person in and

there fore the ques t ion fo r me wou ld be aga in to fo rmer Min is te r

G igaba, how d id he then dea l – apar t f rom the tex t here , you know, how

wou ld somebody be tha t fami l ia r to be ab le to do tha t .

I th ink the th i rd ques t ion tha t I wou ld have wh ich re la tes to

th is i s to unders tand “ i t ’s no t good fo r you and the pro jec t ” , what

p ro jec t? Do we have any idea what p ro jec t he was re fe r r ing to?

And the four th ques t ion i s , i s tha t i f i t i s an issue fo r the P IC

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and I ’m assuming tha t S f iso re fe rs to Deputy Min is te r Buthe lez i who

would have been the Cha i rperson o f the P IC a t the t ime . I t i s qu i te

ex t raord inary tha t a bus inessman can contac t m in is te r and a deputy

min is te r and a cha i r ask ing them to look in to th is mat te r. So I do th ink

there needs to be fo l low -up perhaps by you, Adv Lubbe, un less you are

ab le , Ms Mathebu la , to ind ica t e what your unders tand ing o f the pro jec t

was and whether the re was any e labora t ion o f tha t in the meet ing and

whether any board member ac tua l l y asked h im, you know, w i th any

d iscuss ion in the board what p ro jec t a re your re fe r r ing to tha t i s be ing

pu t a t r isk g iven tha t th is was read in to the tex t and I ’m assuming then

you have i t as a vo ice record ing as we l l , so th is i s the ac tua l tex t

because he d id ask you to record tha t meet ing , i s tha t cor rec t?

MS BONGANI LOUISA MATHEBULA : Madame Commiss ioner, yes , i t

was recorded, we a lso have i t on record ings . The mat te r was never

d iscussed fu r ther a t tha t meet ing so I do no t know what p ro jec t he was

re fe r r ing to .

MS GILL MARCUS: Jus t fo r c la r i t y, a l though th is was pu t in to the

meet ing w i th the board , the board d id no t ask h im to e labora te on any

leve l .

MS BONGANI LOUISA MATHEBULA : Cor rec t , Ma ’am.

ADVOCATE ISAAC MONNAHELA : Mr Commiss ioner, i f I may re fe r the

members o f the commiss ion to annexure BM11, page 2 o f annexure

BM11, f rom l ine number 19 , the min is te r sa id :

“ I do no t know how is i t no t good fo r me and I do no t know

how. ”

What p ro jec t was he ta lk ing to , was he re fe r r ing to?

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MS GILL MARCUS: The min is te r i s i nd ica t ing tha t he d id no t know

what he was re fe r r ing to .

ADVOCATE ISAAC MONNAHELA : That i s what i s rec orded.



“The Min is te r was angry tha t he was be ing dragged in to P IC

i n te rna l mat te rs . He reques ted to be prov ided w i th answers on

spec i f i c mat te rs . ”

CHAIRPERSON : Sor ry, d id you pu t tha t las t quote on record?

MS BONGANI LOUISA MATHEBULA : I d id bu t I can read i t aga in fo r

the record .

CHAIRPERSON : I don ’ t th ink you d id , I ’m not sure .

MS BONGANI LOUISA MATHEBULA : Okay, le t me read i t fo r the

record .

“Of course , I ’m jus t t r y ing to he lp s o tha t i t does no t

embar rass you, the DM and the government . I t w i l l a lso undo

a l l the good pub l i c i t y you have been get t ing . I leave i t in your

hands . ”

CHAIRPERSON : And the DM is Deputy Min is te r.

MS BONGANI LOUISA MATHEBULA : I s the Deputy Min is te r.

“The Min is te r was angry tha t he was be ing dragged in to P IC

in te rna l mat te rs . He reques ted to be prov ided w i th answers on

spec i f i c mat te rs . Those were a l legat ions aga ins t the Min is te r

tha t he and the then Cha i rman, Mr Buthe lez i and the two newly

appo in ted board members , a t the t ime Dr Mkhwanaz i and Ms

Mokoka were par t o f a g roup o f ind iv idua ls dep loyed to captu re

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the P IC and fac i l i t a te the remova l o f the then CEO. ”

I mus t say, Commiss ioner, tha t the ar t i c le tha t I read ou t tha t says they

are ou t to ge t the b ig sa fe a lso ment ioned the aspec t o f the s ta te

capture . Th is was one o f the ar t i c les wh ich a lso ment ioned the issue

o f the s ta te capture .

“The min is te r a lso wanted responses on how the board had

hand led the a l legat ions aga ins t the CEO, how the board has

dea l t w i th the a l legat ions about the hack ing o f the P IC IT

sys tem, how the board wou ld dea l w i th the misquot ing o f the

s ta tement made by the CEO in h is in te rv iew wi th the Sunday

Times, eNCA and any o ther newspaper, a l legat ions o f

in te r fe rence by the min is te r in the governance o f the P IC and

he reques ted to be prov ided w i th regu lar repor ts on these

mat te rs . Fo l low ing the meet ing w i th the board Min is te r G igaba

wro te a le t te r on the 9 October 2017, tha t i s annexure 12 , to

the board as a fo l low -up and reques t ed the board to a t tend to

severa l i ssues fo l low ing h is meet ing w i th the board on the 26

September. Two o f the …[in tervenes ]

MS GILL MARCUS: Sor ry, can I jus t ask a ques t ion in re la t ion to tha t?

So can I jus t have the f i le . I jus t want to re fe r to somet h ing in tha t f i l e .

As you can see, these two f i les a re the annexures , sor ry i t ’s a l i t t l e b i t

unwie ldy bu t I jus t want to come to the re fe rence tha t you have there

on 12 wh ich is , i f I remember cor rec t l y. Th is i s the le t te r to the Cha i r

and how the board – the in te res t ing ques t ion fo r me or the impor tan t

ques t ion fo r me wou ld be how the board has responded to a reques t o f

th is na ture and I w i l l j us t pu t i t in to – no t the who le le t te r bu t jus t an

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aspec t o f tha t .

“For t ransparency purposes in the pub l i c in t eres t to ensure

tha t the P IC ’s depo l i t i c i zed and to pu t a l l s takeho lders a t ease

about P IC inves tments have dec ided and now reques t you to

do the fo l low ing :

D isc lose a l l P IC t ransac t ions l i s ted , un l i s ted and conc luded in

the pas t th ree years , the amounts o n each t ransac t ion

conc luded , the t ransac t ion adv isers , the amounts pa id by P IC,

d isc lose a l l the BEE consor t iums in those t ransac t ions ,

spec i f i ca t ion s ta ted each ind iv idua l lega l en t i t y and par t i c ipa te

in the consor t ium, fu rn ish me wi th a l i s t o f t ransac t ions you

have conc luded w i th par t ies tha t a re prominen t in f luent ia l

persons and d isc lose de ta i l s o f ind iv idua ls o f compan ies who

have been funded by the PIC or par t i c ipa ted in a P IC

t ransac t ion more than once in the pas t th ree years . ”

How d id the board res pond to such an ex tens ive reques t because I

wou ld have thought tha t tha t – i t m igh t be ava i lab le bu t i t wou ld be

pre t t y vo luminous to be do ing tha t . Was there d iscuss ion by the board

about th is reques t? Was i t tab led a t the board?

MS BONGANI LOUISA MATHE BULA : Yes , Madame Commiss ioner,

there was a d iscuss ion abou t the le t te r o f the Min is te r a t the board

meet ing tha t was on the 16 October 2017 to d iscuss how the board w i l l

respond to such a w ide , you know, rang ing reques t f rom the Min is te r

and I w i l l a lso dea l w i th tha t , i t ’s on paragraph – f rom paragraph 60.

Okay, paragraph 58:

“Two o f the board members , Ms Dudu Hla tshwayo and Dr

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Claud ia Mann ing , subsequent to rece ip t o f the Min is te r ’s le t te r

approached a D i rec tor and Cha i rman a t ENS in the i r persona l

capac i t y to seek lega l adv ice . The Board Char te r and

D i rec tors Code o f Conduc t exp l i c i t l y s ta ted tha t NEDs are

en t i t led to seek p ro fess iona l adv ice wh ich inc ludes lega l

adv ice a t the company ’s expense sub jec t to the board

pro toco ls and app l i cab le po l i c ies . ”

MS GILL MARCUS: So why wou ld they have had to do tha t in the i r

persona l capac i t ies g iven tha t i t was w i th in the i r mandate as board

members?

MS BONGANI LOUISA MATHEBULA : To be hones t when there was –

we never go t an answer to tha t i ssue. I t was someth ing wh ich was

h igh ly debated in the meet ing o f the 16 October as we l l bu t , you know,

a t the end o f the day the d i rec tors jus t , you know, sa id they were

en t i t led to seek the i r own adv ice in the i r persona l capac i t y on mat te rs

wh ich were , you know, be longed to p ub l i c inves tment corpora t ion and

on issues tha t happened when they were board members in tha t

capac i t y.

Paragraph 61 :

“On the 16 t h Oc tober 2017, ( I have annexed the

minutes o f tha t meet ing under BM13) the board met to

d iscuss the min is te r ’s le t te r and dec i ded to so l i c i t a

lega l op in ion , whether the m in is te r was en t i t led to

i ssue d i rec t i ves to the PIC…”

One o f the i ssues , p rec ise ly, Madam Commiss ioner, was the fac t tha t

i ssues tha t the min is te r wanted were w ide rang ing and the board

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wanted to unders tand how they can dea l w i th those th ings .

“ENS was appo in ted to p rov ide the op in ion fo r the

PIC. These are the same lawyers who were in i t ia to rs

dur ing my d isc ip l i nary hear ing…”

Th is , aga in , Madam Commiss ioner, were the same lawyers

whom Ms Hla tshwayo and Ms Mann i ng went to seek lega l adv ice in

the i r persona l capac i t y. I mus t say, there was a debate in the board ,

regard ing whether there were no conf l i c t o f in te res t , shou ld the board

employ ENS.

And the major i t y o f the v iews, a l though there was a minor i t y

wh ich fe l t tha t the P IC canno t appo in t the same lawyers whom, you

know, the two lad ies had gone to seek lega l adv ice in the i r persona l

capac i t y, the major i t y o f the board ’s v iew was tha t , because they

approached a d i f fe ren t d i rec tor, the P IC is en t i t led to appo in t another

d i f fe ren t d i rec tor o f the same law f i rm.

So, hence, the board u l t imate ly conc luded to appo in t ENS.

Paragraph 61 :

“The lega l op in ion was verba l l y p resented to the

board on the 19 t h Oc tober 2017. ( I have a lso

a t tached those minu tes o f the meet ings . ) . The wr i t ten

lega l op in ion was la te r emai led to me. The lega l

op in ion conf i rmed tha t the m in is te r was en t i t led to

i ssue d i rec t i ves to the PIC wh ich is confer red by

Sec t ion 6(4) i f i t i s in the pub l i c in te res t in l ine w i th

the P IC Ac t 23 o f 2004…”

MS GILL MARCUS : Sor ry. Can I jus t take you back a second to the

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ques t ion o f the board appo in t ing a lega l team and the two d i rec tors . In

tha t meet ing d id the board approve or condone or take any v iew on the

fac t tha t Ms H la tshwayo and Dr Mann ing had been to o r seek lega l

adv ice in the i r persona l capac i t y?

Because tha t wou ld have been fo r me a t ime to say : You have

done tha t . That i s f ine . I t i s w i th in the keep ing o f the ru le tha t app ly.

Or was there any d i f fe rence o f v iew there?

What was the v iew o f th e board on the two ind iv idua ls hav ing

sought lega l adv ice , i f any?

MS BONGANI MATHEBULA : The board d id no t th ink they a re go ing in

the i r persona l capac i t y was so much an issue. The b igges t i ssue was

the fac t tha t P IC wou ld now appo in t the same lawyers . Yes . Ja .

ADV ISAAC MONNAHELA : Okay. Can I take you back to paragraph 55

o f your s ta tement , where you dea l w i th the repor t by the min is te r. Tha t

he had rece ived a Whatsapp tex t on 13 t h September f rom a Cape Town

bus inessman.

I t i s c lear f rom tha t tex t , tha t the bus inessman was aware tha t

the board w i l l be s i t t ing on Fr iday. My ques t ion to you is . Are the

da tes o f the meet ings o f the board made pub l i c?

MS BONGANI MATHEBULA : The da tes o f the meet ing o f the board are

no t made pub l i c .

ADV ISAAC MONNAHELA : The agenda fo r the meet ings , a re they

made pub l i c?

MS BONGANI MATHEBULA : No, they a re no t .

ADV ISAAC MONNAHELA : The reason I am ask ing you th is i s tha t a t

… And i f I may take the Commiss ion back to Annexure BM11. Page 3

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of paragraph… I mean, page 3 o f Annexure BM11.

MS GILL MARCUS : Cou ld you jus t read i t ou t?

ADV ISAAC MONNAHELA : The min is te r i s recorded to have sa id the

fo l low ing f rom l ine 12 :

“How is i t supposed to embar rass me? 1 . I d id no t

know there was a spec ia l board meet ing on Fr iday,

the 15 t h . 2 . I d id no t know what the agenda o f tha t

meet ing was…”

So, i s i t poss ib le…? The m in is te r who is the shareho lder

representa t i ve was no t aware tha t the board w i l l be s i t t ing on the 15 t h .

He was no t aware o f what the agenda wou ld be .

I s i t poss ib le tha t someone w i th in the PIC gave the in fo rmat ion

re la t ing to the meet ing and the agenda to the Cape Town bus inessman?

MS BONGANI MATHEBULA : Yes , i t i s poss ib le tha t someone in te rna l l y

cou ld have communica ted the meet ing and the agenda to the

bus inessman.

CHAIRPERSON: Wel l , i t mus t be so . I t i s no t tha t i t i s poss ib le . I t

mus t be so tha t , tha t happened.

MS BONGANI MATHEBULA : Yes , Mr Commiss ioner.

ADV ISAAC MONNAHELA : Yes , you may cont inue .

MS GILL MARCUS : Sor ry. Can we jus t go to the da tes a secon d?

Because you are re fe r r ing to Fr iday the 15 t h and i f we go to the

paragraph tha t we were on , i t says the 16 t h . The minutes o f the 16 t h .

Was the 16 t h o r the 15 t h the Fr iday?

ADV ISAAC MONNAHELA : I t was . . . [ in te rvenes ]

MS GILL MARCUS : Or i s i t a d i f fe ren t month? I jus t want to see what

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re la tes to what .

ADV ISAAC MONNAHELA : In Annexure BM11 a t page 3 , the min is te r

re fe rs to Fr iday the 15 t h and the tex t was sent on the 13 t h December.

That i s two days be fore the meet ing .

MS GILL MARCUS : Okay, ja . So, we are in September there . Thank

you.



Paragraph 62 :

“So, on the 12 t h Oc tober 2017, the fo l low ing d ra f t

m inu tes were emai led by myse l f to the board . Tha t

was the board me et ing he ld on the 28 t h Ju ly ; The

board meet ing he ld on the 4 t h Augus t ; The spec ia l

board meet ing he ld on the 15 t h ; The spec ia l board

meet ing he ld on the 29 t h September ; The spec ia l

board meet ing he ld on the 6 t h October. . ”

I mus t ind ica te , Mr Commiss ion er, the reason was tha t we

c i rcu la ted the minutes , so tha t the members can make comments , bu t

a lso , because there was an e lapse o f t ime before we cou ld a lso have a

normal schedu led meet ing where the board can then approve. So, I

wanted the board to a lso h ave s igh ts o f those minu tes as we l l .

“So, the on ly board member who ind ica ted a comfor t

wi th the minutes , save fo r a few grammat ica l e r ro rs ,

wh ich he p romised to p rov ide was Ms L ind iwe Toy i . ( I

have a lso annexed her emai l in BM16, where she

conf i rmed he r comfor t w i th the minutes . )…”

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MS GILL MARCUS : D id any o f the o ther d i rec tors comment on any

aspec ts o f the minutes , p r io r to the board meet ing?

MS BONGANI MATHEBULA : I d id no t rece ive any comments , save

f rom Ms Toy i .

MS GILL MARCUS : And in the normal p rocedure i f you sent ou t

minu tes and d i rec to rs do no t respond, you take i t tha t they agree w i th

the minutes?

MS BONGANI MATHEBULA : O f course , Madam Commiss ioner.

Because a lso one o f the key issues tha t we a lso was t ry ing to in t roduce

was the aspec t o f ta k ing long to cor rec t m inu tes in meet ings .

There fore , when you c i rcu la te them v ia emai l , i t i s much qu icker to

cor rec t them, pr io r to the meet ing i t se l f .

“On the 17 t h November 2017, there was a board

meet ing . Th is was now a normal board meet ing . The

minutes o f the 15 t h September, 29 t h September, 6 t h

Oc tober, 16 t h Oc tober, 19 t h Oc tober were tab led fo r

adopt ion by the board .

The minutes were never cons idered bu t subsequent l y

submi t ted to the board meet ing o f the 24 t h November

2017.

Ins tead, the board requ es ted tha t the minutes be

rev ised and be conf ined to mat te rs under d iscuss ion

and the end po in t reso lu t ion on ly.

I he ld a d i f fe ren t v iew in tha t a l l m inu tes o f the board

shou ld be a t rue re f lec t ion o f the d iscuss ions o f the

meet ing . Th is w i l l be no ted f ro m the t ransc r ip t

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d iscuss ions o f the meet ing o f the board on the 24 t h

November 2017, wh ich I have a lso a t tached as BM18.

How does one prove tha t the board d ischarged i t s

f iduc ia ry du t ies , i f m inu tes jus t captures reso lu t ions

on ly? Sec t ion 73(8) o f the Comp an ies Ac t s ta tes tha t :

“Any minu tes o f a meet ing o r a reso lu t ion s igned by

the cha i r o f the meet ing or by the cha i r o f the nex t

meet ing , i s ev idence o f the proceed ings” .

My own emphas is o f tha t meet ing…”

MS GILL MARCUS : Aga in , jus t as a po in t o f c la r i ty. So , be tween sor t

o f m id -September and mid -November, be ing the las t meet ing , be ing the

24 t h November, there were seven board meet ings?

MS BONGANI MATHEBULA : Yes , and those were jus t spec ia l board

meet ings .

MS GILL MARCUS : A l l spec ia l board meet ings?

MS BONGANI MATHEBULA : A l l spec ia l board meet ings f rom then and

then the normal o rd inary meet ing was the 17 t h November, where I

submi t ted the f i r s t d ra f t and tha t i s when I was ins t ruc ted to on ly s t i ck

to reso lu t ions and then I was ins t ruc ted to submi t the m inutes aga in on

the 24 t h November.

Paragraph 66 :

“The Compan ies Ac t does no t make any d is t inc t ion

between minutes o f a normal meet ing or an i n camera

meet ing . M inu tes are minutes and ought to capture a

t rue re f lec t ion o f the proceed ings .

The a l te ra t ions o f the minutes o f the 29 t h September

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2017:

Th is happened dur ing the meet ing o f the

24 t h November 2017 and is annexed as Annexure

BM19.

On the 24 t h November 2017, the minutes as or ig ina l l y

dra f ted . . . [ in te rvenes ]…”

MR EMANNUEL LEDIGA: Jus t a ques t ion be fore you go fo rward . I jus t

want to check someth ing wh ich is someth ing comple te ly d i f fe ren t , bu t

see ing you are the company secre tary, you might know. In some

count r ies , I th ink the US and some s ta tes there , they ac tua l l y do no t

keep board meet ings .

They des t roy them a f te r tha t , and because main ly fo r law su i t s

and you know o ther th ings . I s tha t how, you know, l i ke how d i f fe ren t

a re we here versus those coun t r ies? Or do you know about tha t?

MS BONGANI MATHEBULA : Mr Commiss ioner, I am not c lear ly

conversed w i th tha t the US is do ing , bu t I can ta lk fo r South A f r i ca .

So, in South A f r i ca i ssues o f the board proceed ings are governed by

the Compan ies Ac t and the Compan ies Ac t i s very c lear.

In fac t , in te rms o f record keep ing and in te rms o f t he

Compan ies Ac t , m inu tes o f a company – because remember a company

is a lega l person and as a lega l person, i t ou t l i ves a l l o f us and the

reason to have minu tes to be kept i s fo r h is to r ic purposes as we l l .

So , you need, in te rms o f the Compan ies Ac t , you need to

ac tua l l y keep minutes fo r l i f e , bu t there i s a p rov is ion tha t now has no t

adduced, tha t i t has to be kept fo r seven years .

But you know, fo r purposes exac t ly o f law su i t s and o ther

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th ings , because remember, m inu tes be long to the company and i f

somebody was to su e a company, even i f I am no longer there , they

need to be ab le to ver i f y the ac t i v i t ies o f the company, whether the

company secre tary who took the minutes a t the t ime is s t i l l t he re .

Whether the d i rec to rs who took reso lu t ions are s t i l l t here . So ,

in te rms o f the South A f r i can Law, i t i s ac tua l l y the reason why you w i l l

keep minu tes , because minutes be long to a company wh ich is a lega l

person. So, the Compan ies Ac t i s very c lear to say tha t you need to

keep those records as a h i s to r ic record .

MR EMANNUEL LEDIGA: A l l r igh t , g rea t s tu f f . Thank you.

ADV ISAAC MONNAHELA : Wi th your permiss ion , Commiss ioner. I f I

may take the w i tness back to Annexure BM11? A t page 4 o f tha t

annexure . From l ine 4 .

The min is te r i s recorded to have sa id the fo l low ing . Tha t i s fo rmer

Min is te r G igaba:

“A f te r wh ich I rece ived the ca l l f rom a genera l

secre tary o f a cer ta in un ion , who accused me o f

lead ing a p lo t to unseat the CEO, in o rder to loo t t he

P IC. Of course , the s to ry came out in the newspapers

the fo l l ow ing day. No w re la ted to tha t i s then the

a l legat ion tha t I a t tend appo in t ing Br ian Mole fe as the

CEO of P IC. Aga in , someth ing I am no t even aware

of…”

You know, what i s your op in ion th is th ing the min is te r

rece iv ing messages or ca l l s f rom peop le who are ou ts iders , ask ing h im

about the runn ing o f the P IC?

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MS BONGANI MATHEBULA : Commiss ioner, tha t was comple te ly

unca l led fo r. I t i s exac t ly wha t had t ransp i red dur ing the meet ing when

there was a repor t tha t FEDUSA was t ry ing to cance l the board

meet ing .

And fo r tha t t o be happen ing in an ins t i tu t ion such as the PIC,

where un ions seems to be in te r fe r ing in the processes o f the PIC, i t i s

de f in i te ly tha t someth ing tha t shou ld never ever happen fo r an asse t

manager such as the PIC.

MS GILL MARCUS : Bu t your re f lec t ion on tha t and obv ious ly f rom what

you have sa id , there i s no ind ica t ion who the genera l secre tary o f tha t

un ion was or wh ich the un ion was .

But i s the assumpt ion or can you f ind ou t , whether tha t i s par t

o f the same core by FEDUSA to cance l the meet ing , and wh ether they,

in fac t , were the peop le who sent tha t message to the min is te r?

MS BONGANI MATHEBULA : Hav ing now heard tha t , I th ink i t wou ld

have been the same and I th ink we can f ind – we can ascer ta in tha t ,

Madam Commiss ioner. Ja .

ADV ISAAC MONNAHELA : Yes , Mr Commiss ioner. We wi l l fo l l ow i t

up . You may proceed w i th your s ta tement .

CHAIRPERSON: Can I jus t ask someth ing? Do you have any d i f f i cu l t y

o r d id you have any d i f f i cu l t y w i th i t be ing sa id to you, you shou ld

re f lec t reso lu t ions on ly in the minute s?

MS BONGANI MATHEBULA : Yes , I d id , Commiss ioner. So, i f you look

at… What annexure i s tha t? Under Annexure BM18… So , i f you go

th rough Annexure BM18, Cha i r… I t i s jus t tha t I rea l i sed tha t there are

no page numbers on tha t annexure .

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I am jus t look ing a t the po in t where I adv ised the board tha t I

cannot conf ine the minutes to the reso lu t ion , in tha t annexure . Okay,

so le t me jus t maybe read the pages , one by one, because the pages –

apo log ies , Commiss ioner – they are no t numbered.

So, i t i s the f i r s t , second, th i rd , four th , f i f th , s ix th , seventh ,

e igh th , n in th , ten th , e leventh… So, i f you look a t page 12, wh ich is no t

numbered, i t s ta r ts w i th the sentence tha t says : So, I th ink we must

s imply say, accept the repor t…

I f you go down where I say – where i t says Bongan i . I say :

“But Cha i r, can I jus t d i f fe r a l i t t l e b i t ? Because fo r

me, what i s impor tan t i s tha t we must a lso

demonst ra te tha t the board in ge t t ing to a par t i cu la r

reso lu t ion a t a commi t tee meet ing or i n camera

meet ing…:

And then I was d is rup ted . And then I sa id :

“You need to demonst ra te tha t the board app l ied i t s

mind and when you do no t have any documenta t ion , i t

i s impor tan t to demonst ra te tha t the board…”

For me, i t wou ld be very reck less fo r me and I am us ing tha t

word to say the board d iscussed and then reso lu t ions .

“ I th ink I need to a l so pro tec t the board in a sense

tha t I need to demonst ra te tha t the board in ge t t ing to

a par t i cu la r reso lu t ion , i t app l ied i t s mind…”

So , tha t i s what I sa id to the board .

ADV ISAAC MONNAHELA : Mr Commiss ioner, i f I may make a

cor rec t ion . I t shou ld be page 23, because th is document i s doub le -

24 APRIL 2019 – DAY 32

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s ided. You may proceed.

CHAIRPERSON: Bu t o f course , you do no t mean by tha t , tha t you

shou ld record tha t so and so sa id th is and then so and so then sa id

th is .

MS BONGANI MATHEBULA : O f course , Cha i r. I have a lso h igh l igh ted

in my s ta tement , tha t you need to be – you need to have a ba lance o f

you know captur ing the mater ia l i ssues , bu t de f in i te ly, i f someone was

to p ie rce the corpora te ve i l a t some s tage, you need to rea l l y –

because how do you?

For board members who are no t employees o f any ins t i tu t ion ,

how do you demonst ra te i f they, you know, qua l i ta t i ve ly, i f they are

tak ing reso lu t ions wh ich are in the in te res t in the company?

We need to rea l l y asce r ta in how they ar r i ved a t a par t i cu la r

dec is ion . Ja . But o f course , you do no t need to , you know, t ranscr ibed

the d iscuss ions . Hence, to have record ings wh ich are t ranscr ibed, bu t

we a lso then take minutes .

But in th is ins tance, I mus t say, there was n o record ing in the

f i r s t p lace on the 29 t h September. F i rs t l y, there was no record ing tha t I

cou ld re ly i f I had to backup.

Second ly, there were no documenta t ion tha t was submi t ted ,

because the in te rna l aud i t repor t was brought to a meet ing and was

on ly g iven to the board members . I d id no t have a copy o f i t .

So , hence, I sa id tha t th is was no t the run o f the m i l l meet ing ,

where you ge t a pack . L ike , fo r ins tance, in a t ransac t ion where they

are prov ing an inves tment , the inves tment p ro fess iona ls w i l l g ive you a

pack and they w i l l have the i r own recommendat ions .

24 APRIL 2019 – DAY 32

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I t i s much eas ie r to do the minutes in tha t sense, bu t th is was

no t a normal meet ing , where I cou ld even have a pre -meet ing minute

prepared fo r i t . So , I went in to the meet ing b l i nd ly w i thou t knowing

what was go ing to happen a t tha t meet ing .

Paragraph 67 :

“On the 24 t h November 2017, minu tes as or ig ina l l y

d ra f ted were aga in submi t ted fo r adopt ion by the

board . The board made changes to the minutes . A

cons iderab le number o f de le t ions were made to the

minutes o f the 29 t h September 2017. I t i s Annexure

BM20.

Dur ing tha t meet ing , as the board fe l t tha t th is

minu tes por t ray a negat ive p i c tu re . I remember th is

c lear ly as when some board members were g iven

ins t ruc t ions on how por t ions o f the minu tes shou ld be

de le ted .

There was one board member who fe l t tha t

d iscuss ions he ld dur ing the meet ing be re ta ined . I

had adv ised the board on th is aspec t on

comprehens ive cap tur ing o f m inu tes and ba lanc ing

be tween b rev i t y and fu l l con tex t , wh ich in fo rm how

cer ta in dec is ions were ar r i ved a t .

The board dec ided tha t the minutes o f the

15 t h September, 29 t h September and 16 t h Oc tober be

adopted v ia Round Rob in Reso lu t ion .

Th is was unor thodox , as normal ly the board w i l l

24 APRIL 2019 – DAY 32

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normal ly cor rec t the minutes . I f there are sub s tan t ia l

cor rec t ions , the board w i l l s t i l l adopt the minutes bu t

reques t tha t the f ina l m inu tes be c i rcu la ted fo r the

board to no te tha t a l l the cor rec t ions have been taken

in to account be fore the cha i rman s igns the f ina l

m inu tes .

The Round Rob in Reso lu t io n was prepared on the

28 t h November 2017 . That i s Annexure BM21. And

c i rcu la ted to the board fo r approva l .

The minutes were eventua l l y approved v ia Round

Rob in and the Round Rob in on ly conf i rmed in a

meet ing o f the 2 n d February 2018…”

I mus t say, Commis s ioner th is was long a f te r the d iscuss ions

o f the meet ings in September, tha t th is minu tes were adop ted by the

board .

“ I t was ou t o f the ord inary to cor rec t the minutes by

de le t ing the c r i t i ca l d iscuss ions he ld dur ing the

meet ing .

In approv ing dra f t m inu te s o f p rev ious meet ings , the

board ord inar i l y embarks on cor rec t ing the minu tes

and no t de le t ing conten t , wh ich c lear ly and cor rec t l y

re f lec ts the t rue na ture o f the d iscuss ions in the

meet ing .

Wi thout th is contex t and conten t , i t i s imposs ib le to

eva lua te whether d iscuss ions taken by the board ,

ra t iona l l y f lowed f rom the mater ia l d iscuss ion on

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which these d iscuss ions were based.

Th is depr i ves any in te res ted par ty lega l l y en t i t led to

have access to the minutes and the r igh t to access

the propr ie ty and lega l i t y o f such dec is ions , g iven the

law o f Perpetu i t y govern ing a lega l persona l .

A lso in te rms o f es tab l i sh ing governance prac t i ce and

as no ted in the book by Rob Robson et a l on E f fec t i ve

Minute Tak ing , wh ich h igh l igh ts tha t m inu tes needs to

s t r i ke a ba lance be tween be ing br ie f and

comprehens ive ly re f lec t ing the t rue and accura te

record o f what t ransp i red and mat te rs tha t in fo rm the

dec is ion taken by the board .

One o f the e f fec ts o f th is ed i t i ng o f the minutes down

to the reso lu t ions taken was , tha t c r i t i c i sm by the

board o f the CEO’s invo lvement in secur ing fund ing

fo r Ms Pre t ty Louw’s company was e f fec t i ve ly

exerc ised f rom the record , thereby, san i t i z ing the

minutes .

A t no po in t , the board h igh l igh t tha t the minutes d id

no t capture the t rue na ture o f the d i scuss ions he ld .

The board was ra ther concerned tha t the minu tes

re f lec ted a negat ive p ic tu re .

My own assessment i s tha t I fe l t ou t o f favour w i th the

CEO, as I was the one who respons ib le fo r d ra f t ing

the minutes , wh ich pa in ted a negat ive p ic tu re abou t

h im….”

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ADV ISAAC MONNAHELA : Okay, i f I may in te rvene. So, f rom what

you are say ing – what you are say ing is tha t the board was concerned

about whe ther what you were asked to de le te was d iscussed a t the

meet ing?

MS BONGANI MATHEBULA : Cor rec t .

ADV ISAAC MONNAHELA : They on ly wanted you to de le te those par ts

o f the minutes because they presented a negat ive p ic tu re and no th ing

e lse?



CHAIRPERSON: Bu t the reso lu t ion remains the same. I t was re f lec ted

cor rec t l y in the minu tes . I s tha t cor rec t?

MS BONGANI MATHEBULA : Yes , cor rec t , Cha i rman.

CHAIRPERSON: Or the conc lus ion o f d iscuss ions on tha t aspec t , were

cor rec t l y re f lec ted and remained re f lec ted .

MS BONGANI MATHEBULA : The f ina l l y s igned, th rough you,

Commiss ioner. The f ina l l y s igned minutes , in te rms o f what was

de le ted , the reso lu t ion was cor rec t l y re f lec ted . I t i s sa fe to say tha t o f

course , those d iscuss ions were exc ised comple te ly f rom those minutes .

CHAIRPERSON: Bu t there was no change as i t were , o ther than the

de le t ion? There was no de le t ing th is and pu t t ing someth ing tha t was

no t there?

MS BONGANI MATHEBULA : Not accord ing to my knowledge.

ADV ISAAC MONNAHELA : Okay, can I ask you th is ques t ion? Before

the minutes o f tha t mee t ing , had you ever been asked by the board to

de le te th ings f rom the minutes?

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MS BONGANI MATHEBULA : No.



“Repor t back by Na led i Adv isory Serv ices :

Mr Frans Lekubo had prese nted a pre l im inary repor t

on the progress o f the inves t iga t ion to the board a t

the meet ing he ld on the 17 t h November 2017.

He repor ted tha t he had es tab l i shed dur ing h is

inves t iga t ion tha t a case was opened w i th the SAPS

to pursue a cor rup t ion case aga ins t Dr Mat j i l a and

h igh l igh ted tha t he contac ted SAPS to unders tand

SAPS processes .

Since the SAPS’ inves t iga t ion was in to the a l leged

un lawfu l conduc t o f an ind iv idua ls , I am not sure on

what bas is the PIC appo in ted inves t iga to r was used to

in te rac t w i th the SAPS and whose in te res t th i s

inves t iga tor was ac t ing .

The board agreed tha t a jo in t meet ing be tween the

Aud i t and R isk Commi t tee and the ICTGC be

schedu led urgent ly to dea l w i th th is mat te r.

The jo in t meet ing took p lace on the 17 t h November

2017. I have no knowledge o f the conten ts and o r

d iscuss ions he ld in those meet ings .

Th is jo in t board commi t tee meet ings were he ld

w i thout secre tar ia t . I do no t know who took minutes

dur ing those meet ings and whether o f f i c ia l record o f

24 APRIL 2019 – DAY 32

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the meet ings are kept o r what re so lu t ions , i f any,

were taken.

Whether p roper governance p ro toco l o f ensur ing tha t

the minutes are u l t imate ly p reserved as o f f i c ia l

company record were fo l lowed is unknown.

Th is k ind o f p rac t i ce does no t re f lec t good

governance prac t i ce . The Compan ies Act i s very

c lear, in par t i cu la r ly on how minutes wh ich are lega l

records o f the company are to be kep t , as I have

a l ready e luded above…”

ADV ISAAC MONNAHELA : Okay, i f I may ask? Were you made aware

o f tha t meet ing tha t you re fe r red to in paragraph 76?

MS BONGANI MATHEBULA : Yes , o f course , I was made aware o f the

meet ing , because i t was the board , dur ing the meet ing o f the 17 t h wh ich

took a reso lu t ion to have tha t jo in t commi t tee meet ing , bu t wha t

t ransp i red in tha t jo in t commi t tee meet ing is unknown to me, because I

was no t requ i red to be in tha t meet ing .

ADV ISAAC MONNAHELA : Were you g iven any reason why you were

no t requ i red to be in the meet ing?

MS BONGANI MATHEBULA : No, no th ing . No reasons .

MS GILL MARCUS : Sor ry. Jus t on tha t same. Wh i le you may n ot have

been, was the secre tar ia t asked in any way to prov ide secre tar ia l

serv ices to tha t meet ing?

MS BONGANI MATHEBULA : Not a t a l l , Cha i r. In fac t , I wanted to a lso

to address tha t , Madam Commiss ioner. That even i f the board was

d iscuss ing someth ing w h ich a f fec ted me persona l l y, secre ta r ia t wou ld

24 APRIL 2019 – DAY 32

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s t i l l have been ava i lab le to ass is t the commi t tee in tak ing minutes .

ADV ISAAC MONNAHELA : Bu t i f the board was to d iscuss someth ing

a f fec t ing you, wou ld they no t have been ob l iged – o r no t ob l iged –

shou ld no t they have to ld you tha t you are the sub jec t o f the meet ing .

So, you cannot a t tend the meet ing to record them, the minu tes o f the

meet ing .

MS BONGANI MATHEBULA : So , norma l ly the board or the commi t tees

w i l l te l l me i f there i s someth ing tha t i s be ing d i scussed tha t a f fec ts me

and then they w i l l ask me to be excused f rom tha t meet ing .

CHAIRPERSON: Jus t fo r the record . You ment ioned ICTGC. For the

record . I t i s In fo rmat ion Communica t ion Techno logy and Governance

Commi t tee . Cor rec t?




Paragraph 77 :

“AYO Transac t ion :

The sequence o f events re la t ing to th i s t ransac t ion

and how governance processes were f lou ted w i th

exped iency to approve the t r ansac t ion has been fu l l y

d isc losed to th is Commiss ion and I w i l l con f ine my

s ta tement to what had occur red be fore the PMC

L is ted meet ing on the 20 t h December 2017.

I a lso be l ieved tha t my suspens ion was as a resu l t o f

the leakage o f the m inutes and suppor t ing

documenta t ion regard ing th is t ransac t ion dur ing the

24 APRIL 2019 – DAY 32

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beg inn ing o f 2018, wh ich I den ied to have been par t

o f .

On the 15 t h December 2017, Ms Merc ia Monye la ,

Commi t tee Secre tary, rece ived a te lephon ic reques t to

seek approva l v ia Round Rob in f rom the Por t f o l io

Management Commi t tee L is ted Inves tment .

For the l i s ted inves tment team to proceed to the due

d i l igence phase, tha t i s PMC1, fo r poss ib le

par t i c ipa t ion by P IC and AYO’s pr iva te share

p lacement , ahead o f i t s p lanned l i s t ing on the JSE on

the 21 s t December 2017.

Dur ing the t ime o f the te lephon ic reques t , Ms Monye la

and I who a t tended a Soc ia l and Economic

In f ras t ruc ture and Env i ronmenta l Sus ta inab i l i t y SEISS

FIB. I t i s a sub -commi t tee o f the IC.

Ms Monye la was to ld in an emai l f rom Mr Vic to r

Sean ie tha t she shou ld leave the SEISS FIB meet ing

to u rgent ly a t tend to the AYO t ransac t ion .

Th is sugges ted tha t Ms Monye la was taken minu tes

fo r SEISS FIB a t the t ime. She w i l l l eave the meet ing

to u rgent ly a t tend to the AYO t ransac t ion .

Ms Monye la prepared the req ues t fo r Round Rob in

wh i l s t in a t tendance a t the SEISS FIB meet ing and

ac t ioned th is reques t 09 :52 a .m. on the 15 t h

December 2017. Annexure BM22 is tha t Round Rob in

reques t . Th is she d id because o f course she was to ld

24 APRIL 2019 – DAY 32

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tha t the c los ing da te fo r the pr iva t e p lacement was on

the 15 t h .

None o f the members o f the PMC responded to her

emai l . Dur ing the course o f the day on the 15 t h

December 2017, Ms Monye la and Ms Wi lna Louw, the

Board Secre tary, were summoned to the CEO’s o f f i ce ,

af te r he reques ted and urge n t meet ing to d iscuss our

re luc tance to p roceed to PMC2 wh ich is now to

reques t fo r a PMC meet ing to approve the meet ing ,

be fore the approva l fo r PMC1 wh ich had been

c i rcu la ted ear l ie r.

A t the t ime, I was ou t o f the o f f i ce and I was d ia l led

in to the meet in g the CEO. The CEO was not p leased

tha t I d id no t agree w i th her v iew to p roceed to PMC2

wi thout PMC1. Desp i te the fac t tha t PMC1 was not

ye t sanc t ioned, the CEO wanted the reso lu t ion to

wa ive PMC1 because due d i l i gence had a l ready been

done and to reque s t fo r f ina l approva l to par t i c ipa te in

AYO’s pr iva te p lacement .

I knew be t te r no t to d isagree w i th the v iews o f the

CEO, who was no t on ly the cha i rman o f the PMC, bu t

a lso the cha i rman o f Exco wh ich wou ld have been the

fo rum to vary the powers o f the PMC.

I t shou ld be no ted tha t PMC d id no t have any

de legated powers to wa ive i t s own agreed inves tment

process…”

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ADV ISAAC MONNAHELA : I f I may in te rvene? You say tha t the CEO

wanted – in tha t paragraph 81 – you sa id the CEO wanted the

reso lu t ion to wa ive PMC1 , because due d i l igence had a l ready been

done. Had due d i l igence been done? Was the CEO cor rec t , i f you

know?

ADV ISAAC MONNAHELA : F rom my unders tand ing , the due d i l igence

a t tha t t ime was done, bu t I unders tand i t to have been a desk top deed

wh ich was done on the same – on the 15 t h . Ja .

MS BONGANI MATHEBULA : I f I may ask , i s desk top due d i l igence

enough when dea l ing w i th a t ransac t ion?

ADV ISAAC MONNAHELA : Mr Commiss ioner, look , I am not an

inves tment p ro fess iona l . I be l ieve tha t cer ta in t ransac t ion s wou ld

war ran t a desk top DD. Cer ta in t ransac t ions w i l l war ran t a deep -d ive

DD, i f you want to ca l l i t tha t . Ja , so I do no t know i f th is par t i cu la r

t ransac t ion war ran ted a desk top DD or no t .

Bu t I a lso know tha t in te rms o f a desk top DD, i f i t i s

war ran ted , i t a lso save as we l l as a sav ings fo r the P IC.

ADV ISAAC MONNAHELA : Okay. The second sentence o f paragraph

81. You say : The CEO was not p leased tha t I d id no t agree w i th the

v iew to p roceed w i th PMC2 wi thout PMC1. D id you no t agree w i th tha t

v iew?

MS BONGANI MATHEBULA : Yes , I d id no t agree w i th the v iew.

Hence, I was ca l led in to the meet ing when the CEO was s i t t ing w i th Ms

Monye la and Ms Louw.

I ac tua l l y reca l l the CEO say ing tha t : Bongan i , why are we

f igh t ing? And I responded to say : I am not f igh t ing w i th you , Dr Dan.

24 APRIL 2019 – DAY 32

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You know. So, he was no t p leased.

ADV ISAAC MONNAHELA : What were your reasons fo r no t agree ing

w i th the v iew to p roceed to PMC2 to PMC1?

MS BONGANI MATHEBULA : Because i t wou ld have been a v io la t ion o f

an inves tment p roces s .

ADV ISAAC MONNAHELA : Okay, you may proceed a t

paragraph . . . [ in te rvenes ]

MS GILL MARCUS : And jus t fo r c la r i t y on the same ques t ion . You

were abso lu te ly c lear tha t Dr Mat j i l a knew tha t a due d i l igence, a t leas t

a desk top due d i l i gence, had been done as par t o f PMC1, even i f i t had

no t been fo rmal ised?

MS BONGANI MATHEBULA : Yes , i t was . Because I be l ieve Vic to r

a lso had sent an emai l a t tha t s tage, to say tha t DD has now been

done.

MR EMANNUEL LEDIGA: Can I jus t add? I th ink we heard f rom one

w i tness tha t when you do a DD fo r a l i s ted company, i t i s ve ry d i f fe ren t

to a DD fo r an un l i s ted company because a l i s ted company, there i s a

lo t about i t and there i s no need to v is i t the company. You jus t do

desk top research , bas ica l l y.

MS BONGANI MATHEBULA : Prec ise ly, Commiss ioner. You are qu i te

cor rec t , ja .



Paragraph 82:

“So, a reques t fo r f ina l approva l fo r the t ransac t ion

was c i rcu la ted because the CEO ins is ted tha t we

24 APRIL 2019 – DAY 32

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proceed w i th the t ransac t ion on the 15 t h . Aga in , no

one responded to the reques ted .

Eventua l l y a PMC l i s t was reques ted he ld on the

27 t h December 2017. The s igns were tha t PMC

members were no t comfor tab le to approve the AYO

t ransac t ion .

I t ought to be no t ed tha t I was no ted tha t I was no t a t

the meet ing . That i s the 20 t h December, as I was on

leave and on ly became aware o f the i ssues when

there were numerous med ia ar t i c les regard ing the

same.

To th is day, I s t i l l do no t unders tand how the CEO

cou ld have s pecu la ted tha t I was respons ib le fo r

l eakages in the AYO t ransac t ion…”

ADV ISAAC MONNAHELA : Okay, d id Dr Mat j i l a te l l you why he

suspec ted tha t you were respons ib le fo r the leakages?

MS BONGANI MATHEBULA : I t on ly became apparent to me when I

was handed my suspens ion le t te r. That the CEO sa id he was wor r ied

tha t were minutes o f the board and management minutes wh ich were

c i rcu la ted .

I t i s on ly then a f te r on the day tha t I was suspended tha t I

rea l i sed . I am s ta t ing th is on a f te r now, you know, hav ing g one th rough

what I went th rough . I s t i l l d id no t unders tand how he cou ld have

conc luded tha t I was the one tha t leaked the management minutes .


MR EMANNUEL LEDIGA: Ja , a l l r igh t . Le t me ask a broader ques t ion.

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I th ink you do address i t somewhere probab ly, bu t le t me t ry. In te rms

o f the leakage o f the minutes , . You are the cus tod ian o f the minutes .

I s i t no t? You are the f ina l cus tod ian , bu t do you th ink , how cou ld

o ther peop le sor t o f leak the minutes? And you know, what i s your ro le

in te rms o f be ing the cus tod ian o f the minutes .

MS BONGANI MATHEBULA : Commiss ioner, I am the cus tod ian o f the

minutes , the P IC, bu t I am not the on ly person in possess ion o f the

minutes o f the P IC. M inu tes o f the meet ing are made ava i lab le , fo r

ins tance, to the board as a who le . To management . To secre tar ia t .

We had a t the t ime an S -dr ive where a l l m inu tes were s to red in tha t

ne twork , in tha t d r ive .

M inu tes were c i rcu la ted v ia emai l to the board . So, the re

cou ld have been o t her minutes , you know, fo r m inu tes to have been

leaked and as a cus tod ian , I do no t have cont ro l . I con t ro l what I can

cont ro l w i th in the secre tar ia t . I cannot cont ro l what o ther peop le do ,

you know, i f I g ive them the minutes .

MR EMANNUEL LEDIGA: And so mean ing tha t they do no t co l lec t a f te r

tha t and pu t in the minute book or whatever? I mean, peop le s t i l l have

access to the minutes? How do they ge t sor t o f sa feguarded,

somehow? Do they ge t sa feguarded by any chance?

MS BONGANI MATHEBULA : Ja , we do t ry to sa feguard i t , bu t there

was and s t i l l i s an issue a t the P IC cur ren t ly in the new bu i ld ing , where

we do no t have a s t rong room, where i t wou ld ord ina l l y a f te r the

minutes have been pas ted in the minute books , w i l l be then s to red .

But be fore tha t ha ppens , minu tes are s t i l l c i r cu la ted . E i ther

fo r comments , you know, o r… Ja , fo r va r ious reasons be fore you cou ld

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bas ica l l y ge t the f ina l m inu te and s to re i t in the minute book . Ja .

MR EMANNUEL LEDIGA: These minutes , were they sor t o f the f ina l

m inu tes or they were jus t the ones s t i l l be ing cor rec ted? Were they the

f ina l ones . The leaked minutes .

MS BONGANI MATHEBULA : The leaked minutes f rom my hear ing were

the dra f t m inu tes . So, these were the minutes wh ich were no t the f ina l

m inu tes .

MS GILL MARCUS : And the minutes are d is t r ibu ted e lec t ron ica l l y as

we l l to the members?

MS BONGANI MATHEBULA : Yes , yes . Ja .


MS BONGANI MATHEBULA :

Paragraph 84 :

“The Sagarmatha Transac t ion :

The ac t ions o f the CEO in the Sagarmatha

Transac t ion appears sub jec t o f cause to what th is

Commiss ion w i l l f i nd no t be in l ine w i th regu lar

inves tment p rocess .

The CEO reques ted me to fo rward to the Inves tment

Commi t tee members an emai l s wh ich were rece ived

f rom var ious po l i t i c a l fo rmat ions on the eve o f the

Inves tment Commi t tee meet ing to cons ider the

Sagarmatha Transac t ion…Annexure BM23”

ADV ISAAC MONNAHELA : Okay, i f I may… I t i s annexure . You were

about to say Annexure BM23. Can we p lease go to Annexure BM23?

CHAIRPERSON: Mr Monnahe la , be fo re we car ry on there . Do you

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have any v iew as to what shou ld happen to minutes , d ra f t m inu tes tha t

you d isseminate a f te r they have been conf i rmed and you have the f ina l

m inu te? I mean, a re you comfor tab le w i th the fac t tha t there are

peop le wa lk ing around w i th m inutes , whether in bags or b r ie fcases?

Whether they are dra f t s o r no t?

MS BONGANI MATHEBULA : F i rs t o f a l l , I was qu i te concerned myse l f

and th is i s someth ing tha t I to ld even Dr Dan a t the t ime, to say tha t I

am a lso wor r ied t ha t minu tes , you know, f ind the i r way to the pub l i c

domain .

What… You see the prob lem, Mr Commiss ioner i s , I can on ly

cont ro l what I have cont ro l over. And one o f the process fo r approv ing

minutes , fo r ins tance, i s to c i rcu la te d ra f t m inu tes to the pe op le who

are supposed to approve the m inutes .

And I do no t know how I can curb i ssues . M inu tes are emai led

to the board , wh ich as you cou ld te l l , wh ich was done as we l l . So , I do

no t know how one cou ld cont ro l what i s beyond my cont ro l , bu t i t i s

someth ing wh ich a lso wor r ied me and maybe, perhaps one needs to

th ink abou t th ings to imp lement to t ry and curb such f rom happen ing .

I do no t know what tha t w i l l be , bu t one can th ink o f some

innovat ive ways .

CHAIRPERSON: No, I am jus t th ink ing fo r ins tance o f s topp ing to send

them out , e lec t ron ica l l y. Send ing board packs ra ther. You know, in

hard copy. And then a f te r the approva l o f the m inutes , those cop ies

are co l lec ted and taken away f rom the board members or whoever has

them. I am jus t t r y ing to th ink a t the top o f my head.

MS BONGANI MATHEBULA : Ja , tha t cou ld he lp , Mr Commiss ioner.

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But in the area o f techno logy tha t we l i ve in one. So, one o f the th ings

tha t we do is , we do no t necessar i l y g ive the board members packs in

paper.

So, we ac tua l l y g iv e them iPads and packs up loaded in those

iPads . And you know, those iPads – those packs , one can emai l – you

can fo rward . You can emai l those th ings to whoever. So, ja . One can

th ink o f – maybe IT peop le can ass is t . I do no t know.

CHAIRPERSON: Yes , I know. I know peop le are t ry ing to ge t away

f rom paper, as we l l .

MS BONGANI MATHEBULA : Ja , tha t i s ac tua l l y p rob lem because

every th ing is done e lec t ron ica l l y.

MR EMANNUEL LEDIGA: Bu t to be c lear, I am not sure tha t the

minutes shou ld be top secre t , you know. I th ink the prob lem wi th these

minutes , they are jus t d isputed minutes . You know, I am not we are

speak ing as i f m inu tes must be top secre t .

They ac tua l l y shou ld no t be , you know. As fa r as I am

concerned . I t i s jus t tha t we have a p rob lem here in the sense tha t

those minutes were h igh ly d i sputed and a l l tha t . I s tha t cor rec t? Do

you th ink I am cor rec t there?

MS BONGANI MATHEBULA : Okay, I w i l l par t l y agree w i th you ,

Commiss ioner. To say tha t minu tes are a conf ident ia l record o f the

company, bu t I agree tha t the fac t tha t these par t i cu la r minu tes were

h igh ly d isputed , because remember, th is was no t the f i r s t t ime.

Even pr io r to my jo in ing the PIC, i t was no t the f i r s t t ime

conf ident ia l documenta t ion , m inu tes found themse lves in the pub l i c

domain . So, ja . I t i s because prec ise ly tha t th is were h igh ly d isputed

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minutes .

MR EMANNUEL LEDIGA: Conf ident ia l , bu t no t necessar i l y rea l l y top

secre t tha t you go t to go to ex t raord inary lengths to keep them.

MS BONGANI MATHEBULA : Ja , we l l . For ins tance , you cou ld argue

tha t i f the cour t o rders tha t you d isc lose minutes , you have to d isc lose

them a t the end o f the day. So, conf ident ia l , yes . But you know, there

are o ther means . I f one rea l l y wants to know, they cou ld have means

to know. They cou ld go t to a cour t and say : We want th is th ing to be

d isc losed. Or i f the re were d iscuss ions o f persona l na ture , once cou ld

a lso ask th rough a process fo r those th ings to be d isc losed . So, ja .

L im i ted conf ident ia l .

MR EMANNUEL LEDIGA: Bu t no t top secre t , c l ass i f ied and a l l o f tha t ,

you know.

MS BONGANI MATHEBULA : Okay. They are con f ident ia l records o f a

company.

MS GILL MARCUS : I am not su re tha t , I mean, fo r my own

c la r i f i ca t ion . The ques t ion o f m inu tes l i ke an en t i t y l i ke the PIC a t a

board leve l , mean s you cou ld be d iscuss ing and you may we l l be

d iscuss ing dea ls tha t a re in the p ipe l ine .

So , tha t i f you ge t a minute tha t i s look ing a t a t ransac t ion tha t

migh t be coming up , tha t wou ld be o f in te res t to o ther peop le . So, the

conf ident ia l i t y and the in tegr i t y o f the minutes , bo th in the record ing

and in the d is t r ibu t ion , i s someth ing tha t shou ld be sa feguarded and as

a pr io r i t y.

Th is i s no t about whether they need to be c lass i f ied , top

secre t because o f o ther i ssues . I t i s the work o f the organ isa t ion ,

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which can be o f in te res t .

And there fore , fo r me, the ques t ion wou ld be , a method by

wh ich you ensure tha t board members or peop le invo lved in p repara t ion

fo r boards o f fo r any o ther commi t tee , i t i s no t jus t boards . I t i s a lso

the work o f the commi t tee , the inves tment commi t tee . Who is taken

what v iews and so a re conf ident ia l to the organ isa t ion .

And there fore , the secur i t y o f those records becomes

someth ing tha t i s rea l l y impor tan t fo r the in tegr i t y o f p rocess .

MS BONGANI MATHEBULA : That i s cor rec t , Madam Commiss ioner.

So, o f course minutes are conf ident ia l as we l l . Ja .

ADV ISAAC MONNAHELA : I asked you to go to Annexure BM23. You

say tha t the CEO reques ted you to fo rward to Inves tment Commi t tee

members , emai ls wh ich you have rece ived f rom var ious po l i t i ca l

fo rmat ions . Who are those po l i t i ca l fo rmat ions .

MS BONGANI MATHEBULA : So , the emai ls tha t we rece ived, there

was a le t te r tha t came f rom FEDUSA, s ighed by the genera l secre tary.

MS GILL MARCUS : And can you g ive the names when you are do ing

tha t as we l l?

MS BONGANI MATHEBULA : Okay. So, i t was s igned by Denn is

George. That i s the Genera l Secre tary o f FEDUSA a t the t ime. I am

not so sure i f he i s s t i l l t here .

Then there was COPA and another one was Kopano Ke Mat la

Inves tment Company, wh ich I b e l ieve is an inves tment a rm o f COSATU.

I am not sure . I t was s igned by S teven Th ibed i , the CEO.

There was a le t te r f rom PGC which was s igned by Zwel i Nkos i .

There was a lso an emai l s ta tement f rom the EFF.

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MS GILL MARCUS : Sor ry. On the PCG. That i s the inves tment a rm o f

POPCRU.

MS BONGANI MATHEBULA : Oh, okay. And then there was a lso a

s ta tement f rom the EFF as we l l . In fac t , there was a lso an emai l f rom

Mr Survé . That i s there ema i l to Dr Dan w i th the a t tachment o f the

EFF.

ADV ISAAC MONNAHELA : I f you look a t tha t copy o f the emai l f rom

Dr Survé . At the top there , i t i s COSATU le t te r. Was tha t the

a t tachment?

MS BONGANI MATHEBULA : That was the a t tachment , ac tua l l y, yes .

Of the COSATU le t te r. Kopano Ke Mat la , I th ink . Ja . But those were

in essence the ema i ls tha t the CEO reques ted me to fo rward to the

Inves tment Commi t tee in an e f fo r t to t ry and show suppor t fo r the

inves tment in Sagarmatha.

ADV ISAAC MONNAHELA : So , a re you say ing tha t the COSATU le t te r

d id no t come d i rec t l y f rom COSATU, bu t f rom Dr Survé?

MS BONGANI MATHEBULA : Yes , i t was an a t tachment w i th an emai l

f rom Dr Survé .

MS GILL MARCUS : Can I ask a ques t ion on tha t? G iven the issues ,

how much… G iven tha t th is was sent to the Inves tment Commi t tee , d id

the Inves tment Commi t tee a c tua l l y d iscuss these le t te rs as par t o f i t s

de l ibera t ions?

MS BONGANI MATHEBULA : They never d iscussed those le t te rs . IN

fac t , there was a lso a reques t wh ich I dea l w i th la te r in my s ta tement

about when Dr Dan reques ted me to schedu le a te lephone confere nce

jus t be fore the Inves tment Commi t tee sa id the n igh t be fore , to reques t

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fo r a te lephone con ference be tween the Sagarmatha Leadersh ip and

the Inves tment Commi t tee members .

And the Inves tment Commi t tee was no t p leased w i th tha t .

They were no t happy tha t the i r inves tment p rocesses now wi l l i nc lude

management o f compan ies or poss ib le inves tee compan ies to come and

make representa t ion , wh ich is no t a p rocess a t the P IC.

MS GILL MARCUS : Bu t when you come to tha t , can you a lso re fe r t o

the a t tachments? I th ink i t i s in the a t tachments .

MS BONGANI MATHEBULA : There i s an a t tachment , yes .

MS GILL MARCUS : Because o f the quer ies members o f the Inves tment

Commi t tee were mak ing w i th Dr Mat j i l a . So , i f we cou ld ac tua l l y have

tha t in to the record . Because what i t wou ld seem to me f rom what you

are say ing is tha t , Inves tment Commi t tee quer ied the Sagarmatha dea l .

As a consequence , le t te rs were sent to the Inves tment

Commi t tee and the reques t to you to se t up a meet ing w i th Sagarmatha

in re la t ion to the Inves tment Commi t tee ’s concerns .


MS GILL MARCUS : And wou ld tha t be a s tandard procedure tha t i f the

Inves tment Commi t tee has quer ies , bu t you then look a t ways f rom

ex terna l par t ies , inc lud ing the company concerned , to come and meet

d i rec t l y w i th the Inves tment Commi t tee . Had tha t occur red be fore?

MS BONGANI MATHEBULA : Not my knowledge, Madam Commiss ioner.

I t i s no t a normal p rocess fo r the P IC when i t ge ts in to an inves tment .

For norma l ly what happens , i s the inves tments teams are t here do the i r

due d i l igences and to make recommendat ions .

They are the ones , the inves tment teams, who wou ld have

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those meet ings w i th the inves tment company to t ry and ascer ta in

whether there i s an inves tment case in tha t par t i cu la r company, bu t no t

the management o f tha t inves tee company coming to an IC meet ing .

So, our inves tment teams a re the ones who re ly on the

s t rength on , to say whether there i s an inves tment case or no t to a

par t i cu la r inves tment .

MS GILL MARCUS : Th is wou ld be over r id ing in many ways , the

Inves tment Commi t tee and the in te rna l team work ing on tha t

inves tment , coming to the Inves tment Commi t tee . You wou ld then say,

they wou ld normal l y g ive the i r v iews and the Inves tment Commi t tee

wou ld have debate w i th them, no t w i th ex terna l par t i es .

MS BONGANI MATHEBULA : Not w i th ex terna l par t ies . I t wou ld a l so

be an in te rna l p rocess a t a l l t imes .

ADV ISAAC MONNAHELA : Was there ever any occas ion be fore th is

one when you were asked by the CEO to fo rward emai ls f rom outs iders

to members o f the c ommi t tees o f the P IC?

MS BONGANI MATHEBULA : No, there was never such.

ADV ISAAC MONNAHELA : You may proceed. We are on paragraph 84

and you may proceed w i th the sentence tha t s ta r ts w i th the purpose…


“The purpose o f the emai l s was in favour o f the

t ransac t ion and the purpose o f the i r d isseminat ion

seems to have to in f luence the Inves tment Commi t tee

to approve the Sagarmatha Transac t ion .

The in te r fe rence by the un ions and po l i t i ca l

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fo rmat ions in board in inves tment p rocesses

fac i l i t a ted by the CEO is no t in l ine w i th the

inves tment and the governance processes a t the P IC.

In te r fe rence or in te rvent ions o f th is na ture wou ld , I

be l ieve , shock those whose mon ies are supposed ly

inves ted respons ib le .

I t caused despa i r and cyn ic i sm amo ngst those whose

app l i ca t ions fo r inves tments a re tu rned down fo r a

lack o f po l i t i ca l lobby ing enab led by the CEO and

poten t ia l l y even expose the PIC to unwarran ted lega l

r i sk .

Th is go ings -on are cause o f g rave concern , wh ich

hopefu l l y th is Commiss ion can address in i t s f ind ings

and recommendat ions…”

ADV ISAAC MONNAHELA : I f I may ask . When Dr Mat j i l a sent you an

emai l o r the emai ls , had the Inves tment Commi t tee sa t o r i t had no t

sa t , when i t was i t go ing to s i t?

MS BONGANI MATHEBULA : Thank you . The Inve s tment Commi t tee

had not sa t a t tha t t ime when I was reques ted to send those emai ls t o

the Inves tment Commi t tee members . I th ink the Inves tment Commi t tee

– I am go ing to have to check .

The meet ing was , I th ink , was go ing to happen e i ther the day

or two days a f te r because the emai ls was sent on the 9 t h Apr i l . I can

conf i rm tha t to ev idence team.

ADV ISAAC MONNAHELA : Okay, they were sent to you by Dr Mat j i l a

on the 10 t h Apr i l .

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MS BONGANI MATHEBULA : Oh, yes . I t was the 10 t h Apr i l . Sor ry, I

am look ing a t the o ther one f rom Mr Survé . Ja , i t was sent on the 10 t h

Apr i l i n the even ing jus t be fo re seven, bu t those emai ls i t appeared

were a lso fo rwarded to those peop le to Dr Mat j i l a on the 9 t h . Some o f

them. But tha t was be fore the IC meet ing .

CHAIRPERSON: You ta lk o f fac i l i t a t ion by Dr Mat j i l a . Of course , you

do no t know, do you? Whether Dr Mat j i l a s imp ly rece ived tha t

cor respondence f rom the var ious par t ies and s imp le asked you to

fo rward i t to the Inves tment Commi t tee . I f tha t had happened, wou ld

you f ind any th ing wrong w i th tha t?

MS BONGANI MATHEBULA : Abso lu te l y, Commiss ioner. There was

every th ing wrong w i th i t . I th ink I have a l ready e luded to the fac t tha t

the inves tment p rocesses a t the P IC is a c losed mat te r, in te rms o f f i r s t

o r in i t ia l inves tm ents .

I t i s no t someth ing tha t a l though the inves tment teams w i l l

engage as I have sa id w i th the compan ies . Such engagements are no t

happen ing a t Inves tment Commi t tee leve ls w i th the poss ib le inves tee

compan ies or compan ies tha t the P IC wou ld in tend to i nves t on .

And Dr Mat j i l a was qu i te aware , I be l ieve , o f tha t p rocess , tha t

i t was jus t ou t o f the ord inary, to be qu i te f rank .

CHAIRPERSON: And i f you had fo rward them to the t ransac t ion team,

wou ld you have a d i f f i cu l t y w i th tha t?

MS BONGANI MATHEBULA : I cannot hear any th ing .

CHAIRPERSON: I f you had fo rwarded those or tha t cor respondence to

the t ransac t ion team, the team tha t dea l t w i th the t ransac t ion , wou ld

you have had any d i f f i cu l t ies w i th tha t?

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MS BONGANI MATHEBULA : I t wou ld s t i l l have been prob l emat i c

because the t ransac t ion teams, to my unders tand ing , they w i l l engage

d i rec t l y w i th the company i t se l f , no t w i th po l i t i ca l fo rmat ions .

MR EMANNUEL LEDIGA: Ja , and jus t to check too is tha t , once you

have th is g roup ings i t in t roduces a PEPS e lement . You know, the

PEPSS and a l l o f tha t and tha t now changes the DD comple te ly. I s i t

no t?

MS BONGANI MATHEBULA : I t wou ld to a cer ta in ex ten t and I am

t r y ing to th ink now, because even i f you in t roduce the PEPS… In fac t ,

every th ing wrong about i t i s ac tua l l y tha t .

Because even i f i t i n t roduces a PEPS, a t what s tage wou ld you

then have a process where you then do your enhanced DD, when th i s

k ind o f communica t ions are send d i rec t l y to the IC wh ich is supposed

to s i t on an inves tment , the fo l low ing day.

Because then aga in , you need to have ample t ime to look in to

those th ings . But these I s t i l l say, Mr Commiss ioner, was no t supposed

to have happened.

MS GILL MARCUS : Sor ry. As you proceed, i f you can jus t look a t your

annexures . There i s a lso a no te in the annexure f rom Dr Mat j i l a about

the in te rac t ion w i th Sagarmatha around the share pr ice o f R1,00 and

coming to a…

Can we read tha t in to the record as we l l? Because tha t has

been come up be fo re when Dr Survé was appear ing be fore us , about

the mat te r tha t h e sa id he d id no t know any th ing about .

ADV ISAAC MONNAHELA : Mr Commiss ioner, the w i tness te l l s me

tha t , tha t emai l does no t fo rm par t o f the annexures to her s ta tement .

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MS GILL MARCUS : I t does . I jus t read i t . I d id no t see i t anywhere

e lse . I t i s the re .

MR EMANNUEL LEDIGA: I t i s annexure . . . [ in te rvenes ]

MS BONGANI MATHEBULA : Okay. No, you are r igh t , Commiss ioner.

MR EMANNUEL LEDIGA: Ja , BM23, r igh t?

MS BONGANI MATHEBULA : I t i s 23 .

MR EMANNUEL LEDIGA: 23 . Las t page, I th ink .


MR EMANNUEL LEDIGA: Or second las t page. No , th i rd las t page.

MS BONGANI MATHEBULA : Okay. Madam Commiss ioner, I be l i eve

you are ta lk ing about the emai l tha t Dr Mat j i l a sent to the IC Commi t tee

members wh ich says :

“Dear L ind i . . . [ in te rvenes ] .

CHAIRPERSON: Date , da te .

MS BONGANI MATHEBULA : The da te i s the 11 t h Apr i l 2018. I t was

sent a t ten pas t one o ’c lock . Ten pas t one. 13 :11 . I t reads :

“Dear L ind i . You can res t assured tha t we w i l l no t

do…”

Okay. I t was ac tua l l y sent a t 16 :00 p .m. by D r Mat j i l a . I t

says :

“Dear Cha i rman. We have a t tempted to f ind a dea l

tha t b r ing us c loser to our bu l l i sh(?) case R20,00 per

share . Unfor tunate ly, the PLS pr ice cannot be pr ice .

However, we negot ia ted a dea l where we w i l l desc r ibe

fo r 3 b i l l i on wor th o f share made up o f 50% of the

shares a t R39,09 per share and the o ther 50% at

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R1,00 per share , together w i th downs ide pro tec t ion .

Best Regards , Dan…”

And o f course there were responses to th is emai l . So , I am

go ing to read the responses as I see them. T here was a response as

we l l f rom Ms H la tshwayo.

MS GILL MARCUS : I th ink we on ly need the response f rom the

Inves tment Commi t tee , i f there i s one. And Dr Mat j i l a does no t re fe r

anywhere as to who he d id the negot ia t ions w i th to ge t to tha t p r ice .

MS BONGANI MATHEBULA : Yes . Okay, so there was the response

f rom Dr C laud ia Mann ing , tha t says :

“Dear Dan. Th is p r i ce averages ou t a t a round R20,00

per share . Three t imes what management b rought to

the IC today as your base case. I am a f ra id I fa i l to

see the ra t iona l fo r inves t ing a t a p r ice th ree t imes

h igher than what your team has adv ised w i l l be a

good dea l fo r our c l ien ts i .e . R7,00 per share…”

And then there was a lso a response f rom Ms Toy i tha t says :

“Dear Co l leagues . I w i l l l i ke to express my concern

tha t we are ignor ing the s tunn ing work tha t the teams

have done and repor ted on the t ransac t ion . The

d i f fe ren t teams have a lso ident i f ied very c lear ly the

r i sk posed by th is t ransac t ion . The numbers and the

fac ts p resented to IC do no t suppor t go ing ahe ad w i th

the t ransac t ion . My humble assessment i s tha t th is i s

tan tamount to gambl ing w i th pens ion funds when you

have no f igures and fac ts to suppor t economic mer i t

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i n the t ransac t ion…”

And then Dr Dan responded:

“Dear L ind i . You can res t assured tha t w e w i l l no t do

a dea l tha t i s no t suppor ted by our IC . We t r ied to

seek comfor t f rom IC today. I t was very c lear tha t IC

was no t and is s t i l l no t comfor tab le . So, fa r we have

no t found an appropr ia te so lu t ion tha t makes the dea l

work . There fore , we are not p roceed ing…”

Those are the…

MS GILL MARCUS : Thank you. That i s f ine .

MS BONGANI MATHEBULA : Okay. So, there was a lso… Sor ry.

Before , there was a lso a response by Ms H la tshwayo tha t says :

“Dear Dr Mkhwanaz i . I had ser ious prob lems w i th

connec t ing in to the meet ing . (She was ca l l i ng in to

the meet ing) th rough your te lephone th is morn ing and

towards the end o f the meet ing , I go t cu t o f f and had

to red ia l . I f the dec is ion was tha t management must

exerc ise the i r de legated powers and no t i f y the IC,

thereaf te r, cou ld I a l so ask tha t management no t i f ies

GPF as a cour tesy, l i ke we normal ly do , espec ia l l y i n

sens i t i ve t ransac t ions l i ke th is one. So, tha t the

GEPF Trus tees do no t read about th is t ransac t ions in

the med ia…”

So , those were the i r responses .


CHAIRPERSON: Wou ld th is no t be a conven ien t t ime to take the lunch

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ad journment?

ADV ISAAC MONNAHELA : That w i l l be f ine .

CHAIRPERSON: A l l r igh t . I t i s sugges ted by my co l leagues tha t we go

on to parag raph 88.

ADV ISAAC MONNAHELA : Thank you, Commiss ioner.


Paragraph 88:

“The CEO a lso reques ted me to a r range a meet ing

between the IC and the Sagarmatha Leadersh ip

regard ing the dea l on the 10 t h Apr i l 2018. However,

the IC re fused to meet w i th Sagarmatha . Th is aga in ,

i s no t in l ine w i th the inves tment p rocess .

Ev idence has a l ready been p laced before th i s

Commiss ion o f Inqu i ry tha t the CEO s igned a sa le o f

shares and c la ims agreement on beha l f o f the GEPF

wi th Sagarmatha on th e 14 t h December 2017 before

the t ransac t ion was approved.

Th is , aga in , to my knowledge is no t in l ine w i th the

inves tment approva l p rocess and the dec is ion taken

on the 6 t h December 2017 by the Pr iva te Equ i ty

Pr io r i t y Sec tor in Smal l and Med ium Enterpr ises .

(That i s our PEPSS FIP. I t i s a lso a sub -commi t tee o f

IC . ) where the PIC ’s ex is t f rom Independent News

Media was submi t ted fo r approva l .

The PEPSS FIP had made i t c lear in the i r approva l

tha t the i r o f fe r ex is t Independent News Med ia SA and

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Sekun ja lo Independent Med ia , shou ld be separa ted

f rom the o f fe r to acqu i re a s take in Sagarmatha.

The PIC ’s ex is t f rom Independent News Med ia shou ld

no t be cond i t iona l upon the PIC ’s par t i c ipa t ion in the

l i s t ing o f Sagarmatha. ( I have a lso a t tached an

ex t rac t o f tha t reso lu t ion o f the PEPSS FIP. )

Communica t ion o f the reso lu t ion o f the PEPSS FIP

was c i rcu la ted to management , as i s normal p rac t i ce

af te r each meet ing , inc lud ing the CEO…”

CHAIRPERSON: I jus t want , be fore my co l league asks a ques t ion , I

jus t want to make i t c lear in paragraph 85. There are two th ings there .

You were reques ted by the CEO to ar range a meet ing be tween the IC

and Sagarmatha Leadersh ip and then, however, IC re fused to meet w i th

Sagarmatha.

Th is , aga in , i s no t in l ine . I t i s easy fo r one to say or ra ther

one to acqu i re What i s no t l ine? I s i t the re fusa l o r i s i t the reques t?

Shou ld you no t ra ther amend tha t to say tha t the reques t by the CEO

aga in i s no t…?

MS BONGANI MATHEBULA : You are cor rec t , Commiss ioner. I t was

the reques t . I w i l l co r rec t tha t in the s ta tement .

MR EMANNUEL LEDIGA: Ja , jus t another ques t ion . I th ink two

ques t ions on Sagarmatha. I f you reca l l , was th is dea l approved by the

management? Because i t seems i t moved f rom the IC back to the

de legate management p rocess .

And so , the f i r s t ques t ion : Was th is dea l approved? And i t

on ly co l l apsed because the JSE d id no t want to l i s t the company. Jus t

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as the f i r s t ques t ion . The second one. Was the – when i t was

approved, d id i t inc lude the INMSA as par t o f the t ransac t i on or no t?

MS BONGANI MATHEBULA : Okay. So , th is f i r s t l y was , a round the

10 t h , 11 t h Apr i l and I was suspended on the 17 t h Apr i l . As fa r as I know

the dea l was no t approved befo re my suspens ion and I unders tand tha t

because there were cer ta in compl iance a spec t tha t were no t compl ied

w i th the JSE. I do no t know whether i t was approved a f te r my

suspens ion , bu t be fore my suspens ion i t was no t approved, bu t I can

check fo r the Commiss ion .

CHAIRPERSON: Does i t no t fo l low tha t i f i t eventua l l y went to the

JSE, i t wou ld have been approved?

MS BONGANI MATHEBULA : I th ink , I am go ing . . . [ in te rvenes ]

CHAIRPERSON: I f you know.

MS BONGANI MATHEBULA : I am go ing to base my response on the

emai l f rom Dr Mat j i l a , where he sa id , i f the dea l i s no t suppor ted , they

are no t go ing go t approve. So, I th ink based on tha t , I do no t th ink

they wou ld have because in the f i r s t p lace , the dea l fe l l w i th in the

de legat ion o f management .

So , maybe i t was because o f the r i sk e lement to i t , tha t the

management dec ided to go to IC and by v i r tue o f the fac t tha t the IC

d id no t suppor t the t ransac t ion , I do no t th ink i t wou ld have been

log ica l fo r management to then approve someth ing wh ich is in the f i r s t

p lace they brought to the a t ten t ion o f the i r p r inc ipa ls and i t was no t

suppor ted by the i r p r inc ipa ls .

MR EMANNUEL LEDIGA: I th ink we can doub le check tha t , bu t i f I can

reca l l . One w i tness sa id tha t i f i t was no t o f the JSE th is cou ld have

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gone th rough, bu t we can doub le check tha t .

Ma in ly because, a lso there were some put op t ions tha t were

worked ou t be tween Dr Dan and the o ther par ty, the sponsor. But , ja .

I t i s someth ing wh ich we need to doub le check , whether i f i t was no t o f

the JSE, cou ld th is R3 b i l l i on ac tua l l y have been spent .

MS BONGANI MATHEBULA : Okay, Commiss ioner. We wi l l doub le

check tha t .

ADV ISAAC MONNAHELA : I f I may. The ev idence p laced before th is

Commiss ion by employees o f the P IC is tha t Dr Dan Mat j i l a s igned the

i r revocab le subscr ip t ion fo rm re la t ing to the Sagarmatha Transac t ion

on the 14 t h December 2017. Are you aware o f tha t?

MR EMANNUEL LEDIGA: The AYO. I s i t no t?

ADV ISAAC MONNAHELA : Yes , i t i s AYO.

MR EMANNUEL LEDIGA: I t i s no t Sagarmatha.

ADV ISAAC MONNAHELA : No , no . I am ask ing about AYO.

MR EMANNUEL LEDIGA: Oh, okay.

CHAIRPERSON: We were ta lk in g about Sagarmatha here , bu t you

know.

ADV ISAAC MONNAHELA : No, there i s a fo l l ow up ques t ion to the

ques t ion tha t I have jus t asked .

CHAIRPERSON: Oh, okay. I ge t you.

MS BONGANI MATHEBULA : Yes , I am aware . I have heard about tha t

in the ev idence befo re th is Commiss ion .

ADV ISAAC MONNAHELA : So , tha t wou ld mean, accord ing to your

s ta tement a t paragraph 86, tha t Dr Mat j i l a a lso s igned the Sa le o f

Shares and C la ims Agreement re la t ing to Sagarmatha on the same

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day?


ADV ISAAC MONNAHELA : Do you know i f any due d i l igence was done

before Dr Dan s igned the Sa le o f Shares and C la ims Agreement

re la t ing to Sagarmatha?

MS BONGANI MATHEBULA : I do no t know i f there was any due

d i l igence tha t was done, p r io r to the s ign ing o f the Sa le o f Shares

Agreement .

MS GILL MARCUS : I th ink g i ven the ques t ion , le t us jus t look a t your

paragraph 86 and ask you jus t to , no t necessar i l y now, bu t jus t to

reconf i rm tha t in fac t tha t the inqu i ry tha t the Sa le o f Shares and

C la ims Agreement on beha l f o f the GEPF wi th Sagarmatha was s igned

by the CEO on the 14 t h December, long be fore the t ransac t ion was

approved. That i s co r rec t?

MS BONGANI MATHEBULA : That i s cor rec t .

MS GILL MARCUS : That i s cor rec t . And tha t i s Sagarmatha we a re

ta lk ing about .

MS BONGANI MATHEBULA : That i s Sagarmatha, Madam Cha i r. Yes .

MS GILL MARCUS : Thank you.

ADV ISAAC MONNAHELA : Mr Commiss ioner, I con f i rm. I have a copy

o f the agreement in my possess ion and we w i l l p lace i t be fore the

Commiss ion . I t was s igned on the 14 t h .

MS GILL MARCUS : Of December 2017.

ADV ISAAC MONNAHELA : O f December by Dr Dan. And on the 13 t h

by the representa t i ve o f Sagarmatha.

CHAIRPERSON: We wi l l be happy i f you hand up cop ies o f tha t

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agreement .

ADV ISAAC MONNAHELA : I w i l l do so , Mr Commiss ione r.

CHAIRPERSON: Thank you.

MR EMANNUEL LEDIGA: Then the fo l low up ques t ion i s . My second

ques t ion . Those t ransac t ions were l inked. So, the Independent News

Med ia i ssues versus Sagarmatha. Do you know what happened to tha t

i ssue? Mr Monnahe la or Ms M athebu la .

There was a lways a l ink tha t the P IC w i l l i nves t in Sagarmatha

and then there w i l l be a takeout o r buy -out o f the Independent News

Media by Dr Survé ’s company.

ADV ISAAC MONNAHELA : Mr Commiss ioner, I do no t know i f I

unders tand the ques t ion , bu t the agreement tha t we have, i s no t what i t

purpor ts to be . I t i s re fe r red to as a Sa le o f Shares and C la ims

Agreement , bu t there was no sa le o f shares . Can I jus t t r y to f ind

whether I have i t w i th me, Mr Commiss ioner.

MR EMANNUEL LEDIGA: I t i s f ine . We can ta lk about i t and then

a f te r the b reak and a l l tha t . Ja , there i s no issue.

CHAIRPERSON: Yes , I th ink we w i l l ad journ now fo r lunch un t i l quar te r

pas t two.

MEETING ADJOURNS :

MEETING RESUMES :

CHAIRPERSON: R igh t , Ms Mathebu la . You are s t i l l under oa th .

MS BONGANI MATHEBULA : Yes , Commiss ioner.

BONGANI LOUISA MATHEBULA : ( s .u .o . )

ADV ISAAC MONNAHELA : Yes , thank you, Mr Commiss ioner. I jus t

want to make the Commiss ion aware tha t we managed to ge t a copy o f

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the Sagarmatha Agreement . We have made ava i lab le to the secre tar ia t

to make cop ies .

CHAIRPERSON: Ja .

ADV ISAAC MONNAHELA : We are on page 27 and a t paragraph 88.

MR EMANNUEL LEDIGA: And jus t to check . The cop ies do conf i rm

what Ms Mathebu la . I s tha t what you are say ing?

ADV ISAAC MONNAHELA : Yes , the copy conf i rms tha t the agreement

was s igned by Dr Mat j i l a on the 14 t h December 2017. And I rea l l y

wou ld l i ke to have a copy, because there are someth ings tha t I want t o

po in t ou t to the Commiss ion , regard ing the agreement .

MR EMANNUEL LEDIGA: Okay, a l l r igh t .

CHAIRPERSON: You mean, you have g iven us cop ies and you d id no t

keep one?

ADV ISAAC MONNAHELA : No, we were g iven a so f t copy o f the

agreement . That i s why we made i t ava i lab le to the secre tar ia t to make

cop ies , bu t i f I maybe a l l owed maybe to open i t on emai l and re fe r to

the c lauses tha t I want to b r ing to the a t ten t ion o f the Commiss ion .

CHAIRPERSON: I am sure you can do tha t . Cou ld no t Ms Mathebu la

car ry on the meant ime, wh i l s t you…?

ADV ISAAC MONNAHELA : I have managed to open i t , Mr

Commiss ioner. I am jus t wa i t ing fo r i t . . I jus t want to go to the

re levant c lauses . I w i l l re fe r to C lause 5 o f tha t agreement .

CHAIRPERSON: No, then we were ta lk ing passed each o ther.

ADV ISAAC MONNAHELA : Oh .

CHAIRPERSON: We do no t have a copy o f the agreement ye t .

ADV ISAAC MONNAHELA : Okay, then Ms. . . [ in te rvenes ]

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CHAIRPERSON: Bu t you can read i t in to the record .

ADV ISAAC MONNAHELA : Yes .

CHAIRPERSON: Whatever you want to re fe r to , you can read i t in to

the record .

ADV ISAAC MONNAHELA : Yes . C lause 5 .1 reads as fo l l ows :

“The purchase pr ice i s R1 533 881 920,00 a l l oca ted as

fo l lows :

- R334 mi l l i on in respec t o f the ord inary shares ;

- R474 462 266,00 in respec t o f the pre ference shares .

And then C lause 5 .1 .3 :

- R261 784 387,00 in respec t o f the co mpany c la ims

5 .1 .4 :

- R466 635 207,00 in respec t o f the same c la ims.

5 .2 :

On the e f fec t i ve da te , the purchase pr ice sha l l be

d ischarged by the purchaser a l lud ing an issu ing to the

se l le r the purchaser shares c red i ted as fu l l y pa id up a t

the pr ice equa l to the o f fe r p r ice .

So, the purchaser here was supposed to be Sagarmatha and

the se l le r be the GEPF, represented by the PIC and i t i s c lear f rom tha t

c lause tha t the amount – and the R1.5 b i l l i on tha t i s re fe r red to i s the

amount tha t was owed to the PEIC.

MR EMANNUEL LEDIGA: By what? By IMSA?


MR EMANNUEL LEDIGA: The Independent Med ia?

ADV ISAAC MONNAHELA : Yes . And the agreement a lso… Yes , I am

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t r y ing to f ind the c lause dea l ing w i th the share p r ice because i t a lso

dea l t w i th the share pr ice and i f I remember cor rec t l y, i t s ta ted tha t the

share pr ice was R39,62. Yes , tha t i s C lause 2 .4 .16 .

I t says : Offe r p r ice means R39,62 per o rd inary share o f the

purchaser. And the Commiss ion w i l l remember tha t was the same pr ice

a t wh ich the shares were o f fe red to the PIC.

And the da te on wh ich Dr Mat j i l a s igned the agreement i s on

the las t page. I th ink i t was s igned by Mr T Hove on the 13 t h .

MS GILL MARCUS : Dan Mat j i l a on the 13 t h and fo r Sagarmatha, Mr

Hove on the 14 t h . I f you l ook a t tha t .

ADV ISAAC MONNAHELA : Oh, ja . Ac tua l l y I made a mis take . I t was

s igned on the 13 t h . May I cor rec t my ear l ie r s ta tement tha t i t was

s igned on the same day? I t was on the 13 t h .

MR EMANNUEL LEDIGA: So , there was a t ransac t ion then? There

was a t ransac t ion l ink ing Sagarmatha and the Independent News Med ia

SA and a l l tha t?

ADV ISAAC MONNAHELA : Yes . And there are cop ies o f emai ls tha t I

asked the secre tar ia t to make ava i lab le to the Commiss ion . I do no t

know i f the members o f the Commiss ion rece ived cop ies o f those

emai ls? I t w i l l be c lear f rom those emai ls tha t communica t ion

regard ing the Sagarmatha Transac t ion began in m id -November 2017,

when they were d iscuss ing the non -d isc losure agreement .

And the Commiss ion reca l l tha t accord ing to Mr Vic to r Sean ie ,

he rece ived an ins t ruc t ion f rom Mr Madavo , i f I remember cor rec t l y,

about the same t ime regard ing the AYO Transac t ion .

MR EMANNUEL LEDIGA: Ja , I th ink we can read th is . We can have a

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l ook a t th i s . Ja , I th ink i t i s f ine . Thank you. We can make a move on.

CHAIRPERSON: I am t ry ing to th ink what numbers can we g ive as

annexures . Can we use as annexures to the w i tness ’s s ta tement?

ADV ISAAC MONNAHELA : Mr Commiss ioner, I do no t know i f we can

use them as annexures . But we can use… Becau se there i s re fe rence

to tha t agreement a t paragraph 86. We can mark i t Annexure BM24A.

MR EMANNUEL LEDIGA: Ja , tha t i s f ine .

ADV ISAAC MONNAHELA : Ms Mathebu la , you can cont inue w i th your

s ta tement f rom paragraph 89.


Paragraph 89:

“Sequence o f events wh ich lead to my suspens ion :

My encoun ter w i th Frans Lekubo f rom Na led i Adv iso ry

Serv i ces :

On the 4 t h Oc tober 2017, the o f f i ce o f the CEO

ar ranged a meet ing be tween myse l f and Mr Frans

Lekubo o f Na led i Adv isory Serv i ces .

The manner in wh ich the meet ing was ar ranged was

s t range. The meet ing was ar ranged by the o f f i ce o f

the CEO and so I had prepared fo r a meet ing w i th the

CEO and not anyone e lse .

A l though, I was no t p repared fo r a meet ing w i th Mr

Lekubo and the manner in wh ich i t was ar ranged in

has te by the CEO’s o f f i ce , I coopera ted and

proceeded w i th the in te rv iew.

Mr Lekubo adv ised me tha t they were sub -cont rac ted

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by BCX to inves t iga te in fo rmat ion leaks w i th in the P IC

and wou ld l i ke to unders tand how in fo rmat ion is

hand led w i th in company secre tar ia t . I took them

through tha t p rocess .

I am concerned about the tes t imony o f Mr Lekubo who

tes t i f ied be fore th is Commiss ion , bu t when the fo rmer

CEO found out tha t he was under po l i ce inves t iga t ion ,

the inves t iga t ions scope (That i s Na l ed i ’s

i nves t iga t ion scope. ) was ex tended to p rov ide the

CEO wi th in fo rmat ion re la t ing to the po l i ce

inves t iga t ion .

Execut ion Na led i ’s ex tended scope and in te rms of

re fe rence, I submi t , cannot occur o r cou ld no t have

occur red w i thout ident i f y ing poss ib le s ta te w i tnesses ,

ob ta in ing in fo rmat ion about the na ture ex ten t and

loca t ion o f the ev idence they possess in an ongo ing

c r im ina l inves t iga t ion and or p lac ing a po ten t ia l

c r im ina l suspec t in possess ion o f in fo rmat ion tha t ,

g iven h is power over w i tnesses , enab les an

obs t ruc t ion w i th jus t i ce .

I have s t rugg led in p repara t ion fo r th is s ta tement to

f ind any b ind ing e th ica l codes or regu la t ions ,

concern ing how fo rens ic inves t iga tors shou ld conduc t

themse lves when ins t ruc ted by persons imp l ica t ing in

wrongdo ing , so as no t to become ins t ruments o f

cover -ups , work p lace bu l l y ing or in t im ida t ion .

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I am ab le to tes t i f y tha t in my case , the boarder

be tween a leg i t imate app l i ca t ion o f workp lace

d isc ip l i ne and harassment o f an employee by person

w i th someth ing to h ide has rep eated ly been beached.

I am a lso sure the way tha t I have been dea l t w i th w i l l

have a ch i l l i ng e f fec t on wh is t le -b lowers coopera t ing

or th ink ing o f coopera t ing w i th au thor i t ies in the

fu tu re .

On the 28 t h February 2018, I had a meet ing w i th the

CEO in h is o f f i ce a t quar te r to two. On the 28 t h

February 2018, the CEO ind ica ted to me in a meet ing

in h is o f f i ce tha t , he does no t t rus t me anymore and

asked me how I have been a t the P IC.

I responded tha t i t was two and a ha l f years . He

proceeded to say tha t the f i r s t twe lve months were

okay, bu t he no t iced changes in the second twe lve

months .

I was taken aback by what the CEO sa id , as i t was

the f i r s t t ime we ever had such a d iscuss ion .

He ra ised. . . [ in te rvenes ]…”

ADV ISAAC MONNAHELA : I f I may in te rvene. D id he m ent ion what

those changes were tha t he no t iced?

MS BONGANI MATHEBULA : No, he d id no t .

Paragraph 93 :

“He ra ised the fac t tha t he had not ye t s igned my

ba lance score card fo r 2017/2018 f inanc ia l year. I

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responded tha t de lays in f ina l i s ing my ba lance score

card were due to the fac t tha t Exco had dec ided tha t

the Modera t ion Commi t tee sha l l f i r s t d iscuss and

f ina l i se the pr inc ip les app l i cab le to a l l BSCs fo r

execut ive heads and sen ior management , be fore any

cont rac t cou ld be inc luded, in o rder to ensure tha t t he

BSCs are a l igned w i th the corpora te BSC.

None o f the execut ive heads BSCs were f ina l i sed a t

tha t moment . The Human Resources and

Remunera t ion Commi t tee o f the board had a lso

reques ted s igh t o f my BSC to agree on my CPI ’s ,

before any cont rac t cou ld take p lace .

He ind ica ted tha t he d id no t know what I was do ing

and who I repor ted to . I responded tha t I was do ing

what I had a lways been do ing in the pas t two years ,

s ince I jo ined the PIC.

I fu r ther s ta ted tha t I wou ld have thought the CEO

shou ld have ra ise d these concerns much ear l ie r. On

the issue o f t rus t , I expressed my shock tha t the CEO

was on ly hav ing th is d iscuss ion w i th me on ly now and

I assured h im tha t I was loya l to the PIC and tha t he

shou ld no t have any reasons to d is t rus t me.

The d iscuss ion t ook me by surpr ise , a lso because,

the CEO s igned my BSC and recommended a

modera ted score o f 4 .264 in the 2016/2017 f inanc ia l

year to the board…”

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ADV ISAAC MONNAHELA : I f I may s top you there . In the f i r s t

sen tence o f tha t paragraph, you say : He ind ica te d tha t he d id no t know

what you were do ing and who you repor ted to . Who had you been

repor t ing to fo r the two and a ha l f years tha t you had been a t the P IC?

MS BONGANI MATHEBULA : I have been repor t ing to the CEO.

ADV ISAAC MONNAHELA : So , he sa id tha t he d id no t know who you

were repor t ing to when he knew tha t you were repor t ing to h im?


MS GILL MARCUS : Bu t sure ly, the imp l ica t ion i s f rom tha t s ta tement ,

i f i t was used in those words is tha t , he does no t know who you

repor t ing to , mak ing the a l legat ion or sarcas t ic remark tha t you are

repor t ing to somebody ou ts ide o f h is l ine o f au thor i ty.

That i s the way I wou ld in te rpre t tha t . I f he i s ask ing . He is

no t ask ing to whom e lse you a re repor t ing to in the PIC. I am not sure

how you wou ld in te rp re t tha t , Ms Mathebu la?

MS BONGANI MATHEBULA : Madam Commiss ioner, maybe he was

mak ing a sarcas t ic remark , bu t I was genu ine ly surpr ised tha t he d id

no t th ink tha t o r he d id no t know tha t I was repor t ing to h im a l l a long,

because maybe I was – i t was ou t o f ignorance f rom my s ide or there

was someth ing tha t I d id no t know a t the t ime tha t was happen ing .

Shou ld I p roceed? Ja .

“On the way fo rward , the CEO ind ica ted tha t he wou ld

schedu le a meet ing w i th myse l f , h imse l f and HR in

due course to d iscuss the mat te r.

Cor r idor ta lk a t tha t t ime was tha t I was nex t in l ine

fo r suspens ion , fo l low ing the suspens ion o f severa l

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others be fore me. That i s Ms Vuyokaz i Menye, Mr

Pau l Magu la and Mr S imph iwe May ise la .

I t was a f te r th is meet ing tha t I had r eason to be l ieve

tha t the rumours were t rue , g iven the behav iour o f the

CEO towards myse l f f rom the beg inn ing o f 2018…”

ADV ISAAC MONNAHELA : Okay, may I in te rvene. There i s a ques t ion

tha t I fo rgo t to ask you. Was there ever a t ime when Dr Survé v is i ted

the o f f i ces o f the P IC?

MS BONGANI MATHEBULA : Yes , I reca l l there was a t ime when Dr

Survé made a presenta t ion to – wh ich I cannot reca l l i s whether i t was

the IC Commi t tee or the F IP Commi t tee . They were mak ing a repor t o r

p resenta t ion on the per fo rman ce o f the INMSA which a t the t ime was

no t per fo rming qu i te we l l .

So , ja to t ry and present how they were go ing to in te rvene to

ensure tha t i t per fo rms. I cannot reca l l whether i t was 2016 or ear ly

2017. I need to check my records . Ja .

ADV ISAAC MONNAHELA : Okay. What in te rvent ion was he re fe r r ing

to?

MS BONGANI MATHEBULA : INMSA was not per fo rming. So, what

normal ly happens in tha t ins tance. The IC or the F IP w i l l then inv i te…

Then the PMV Team wi l l then ident i f y the inves tments wh ich are no t

per fo rming .

INMSA was one o f those and he was then – the management o f

INMSA were then requ i red to come and present fo r the IC o f F IP - as I

have sa id I mus t con f i rm tha t – to come and present how they want to

tu rn around the i r inves tment . Can I p roceed?

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ADV ISAAC MONNAHELA : D id he spec i f i ca l l y ment ion what the

in te rvent ion wou ld be?

MS BONGANI MATHEBULA : I am go ing to have to go and ver i f y my

records , bu t I be l ieve tha t there was made ment ion in tha t meet ing o f a

poss ib le in t roduc t ion o f an IT – I reca l l they sa id a Goog le o f A f r i ca o f

some sor t , tha t they were go ing embark upon and coming to th ink o f i t

now, I th ink tha t was re fe r r ing to AYO or Sagarmatha.



Paragraph 97 :

“On the 2 n d March 2018, I had a meet ing w i th the CEO

and Execu t ive Head o f HR in the CEO’s o f f i ce . That

i s Annexure BM27. That i s the inv i te to the meet ing .

I had another meet ing w i th the CEO on the 2 n d March .

The CEO br ie fed Mr Pho lwane, the Execut ive Head o f

HR, who was a lso present about th is meet ing o f the

28 t h February 2018 w i th me.

The CEO ind ica ted tha t the meet ing was to exp lo re

a l te rna t ives . I assumed a l te rna t ives to be ing

demoted o r d ismissed and reques ted Mr Pho lwane to

p rov ide adv ice on ava i lab l e a l te rna t ives .

Mr Pho lwane reques ted me to respond to the i ssues

ra ised by the CEO. Desp i te my uneas iness , I to ld Mr

Pho lwane tha t I was surpr ised by what the CEO had

to ld me, espec ia l l y the fac t tha t he sa id tha t he does

no t t rus t me w i thou t p rov id ing m e wi thout reasons

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why.

The CEO s ta ted tha t he d id no t want me to dea l

d i rec t l y w i th the Board anymore . Th is rea l l y shocked

me and I asked h im whether the Board is aware o f

th is and he responded tha t he w i l l communica te same

to the Board .

I was surp r ised how a CEO wou ld have taken such a

dras t i c dec is ion on a mat te r wh ich requ i red the board

w i thout the board hav ing any knowledge on the

mat te r.

I t ought to be no ted tha t the PIC MOI makes i t very

c lear in paragraph 16 tha t the appo in tment o f the

company sec re tary i s a mat te r reserved fo r the board .

Sec t ion 89(2) o f the Compan ies Ac t a lso regu la tes

the remova l o f the company secre tary.

Mr Pho lwane adv ised tha t in s i tua t ions such as th i s

there are two a l te rna t ives . F i r s t l y, mutua l separa t ion

or re loca t ion to another pos i t ion .

I ind ica ted tha t I needed t ime to th ink about our

d iscuss ion and we agreed to meet on Monday, 12 t h

March 2018 when the CEO was back f rom h is t rave l . I

reca l l he was t rave l l ing tha t week .

I mus t no te tha t a t no t ime d id Mr Pho lwane, an H R

prac t i t ioner, showed any cur ios i t y about any

subs tan t ive reasons the CEO might have had to

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j us t i f y h is behav iour towards me. Indeed, the CEO

presented no reasons a t a l l , except h is sub jec t i ve

fee l ings , jus t i f y ing my remova l and Mr Pho lwane

appeared to co nten t to enab le my remova l on scan ty

bas is .

On the 5 t h March 2018, I had another meet ing w i th

Pho lwane. Noth ing resu l ted f rom the meet ing w i th Mr

Pho lwane, as he d id no t p resent any concre te

in fo rmat ion , jus t i f y ing my remova l o r make any o f fe r

to me.

Dur ing our b r ie f d iscuss ion he made a comment tha t

i f the organ iza t ion wanted to ge t r id o f an employee

they a lways do because they w i l l f i nd someth ing to

charge an employee as no one is c lean.

He a lso ind ica ted tha t he was there to suppor t the

execut ive d i rec tors . I fe l t d isempowered as I came to

the rea l i sa t ion tha t I cou ld no t even re ly on an HR to

be neut ra l , fa i r and ob jec t i ve when dea l ing w i th my

mat te r.

We agreed to meet on the 7 t h March 2018 fo r a

fo l low-up meet ing bu t tha t meet ing never took p lace .

On the 6 t h March 2018, tha t i s the day a f te r my

meet ing w i th Mr Pho lwane, I had a meet ing w i th the

Head o f In te rna l Aud i t , Mr Nemagovhan i , who

in fo rmed me tha t he was reques ted by the CEO and

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Audi t and R isk Commi t tee to aud i t a l l d i rec tors

emoluments .

I was surp r ised as the aud i t was no t a p lanned aud i t .

I was no t in fo rmed why the aud i t was commiss ioned.

My depar tment has jus t gone th rough to a p lanned

governance compl iance aud i t , wh ich I have annexed

here a t Annexure BM28. That was conduc ted shor t l y

be fore the in te rna l aud i t was reques ted to conduc t

the aud i t on d i rec to rs emoluments . I was no t su re

why the sudden tu rn o f events , bu t my thought

tu rned to Mr Pho lwane ’ s comment , tha t those in

power were in tend to f ind fau l t in what I was do ing .

I in fo rmed my team about the eminent ad hoc aud i t

and reques ted them to ass is t In te rna l Aud i t w i th the i r

work . Th is desp i te the pressure I was under a t the

t ime. The aud i t was eventua l l y conduc ted and

f ina l i zed and i t i s a t tached as Annexure BM29.

On the 12 t h March 2018, I had a meet ing w i th Dr Dan

and Mr Pho lwane. The purpose o f the meet ing on the

12 t h March 2018 was to p rov ide feedback to the CEO

regard ing my pos i t ion on the proposed to

a l te rna t ives , p resented by HR, tha t i t i s the mutua l

separa t ion or to be p laced in an a l te rna t i ve pos i t ion .

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I h igh l igh ted to the CEO tha t there was no feedback

as I had no t been prov ided w i th the de ta i l s o f the

a l te rna t ives fo r my cons idera t ion by HR.

The CEO reques ted HR to u rgent ly p rov ide me w i th

the de ta i l o f the two a l te rn a t ives . So, I immedia te l y

a f te r tha t meet ing , a t ha l f pas t th ree , I had a meet ing

w i th Mr Pho lwane in h is o f f i ce .

Mr Pho lwane presented to me an a l te rna t ive . The

f i r s t a l te rna t ive , he o f fe red me a pos i t ion o f Sen ior

Manager regu la tory in the Lega l Govern ance and

Compl iance Bus iness Un i t . Th is I re jec ted ou t r igh t ,

as i t was tan tamount to demot ion .

For the second a l te rna t ive , Mr Pho lwane adv ised tha t

he w i l l

. . . [ in te rvenes ]…”

MR EMANNUEL LEDIGA: Jus t a ques t ion there . Were th is w i th in the

same payment g r ades , your ro le in the Sen ior Lega l Adv iso ry?

MS BONGANI MATHEBULA : Mr Commiss ioner, i t i s no t in the same

payment g rade, bu t Mr Pho lwane d id ind ica te tha t i f I accept the

pos i t ion , I am not go ing to lose my cur ren t sa la ry wh ich is a t a genera l

manager lever.

MR EMANNUEL LEDIGA: Okay, a l l r igh t . Which is F… Which is E

someth ing . E…

MS BONGANI MATHEBULA : Ja , I th ink i t i s be tween E. I th ink upper

E .

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MR EMANNUEL LEDIGA: The upper E fo r someth ing .

MS BONGANI MATHEBULA : Yes , yes .


MS BONGANI MATHEBULA : And then the second a l te rna t ive .

“Mr Pho lwane adv ised tha t he w i l l do the ca lcu la t ion

wi th respec t to the proposed amount fo r mutua l

separa t ion .

On the 13 t h March 2018, I had a meet ing w i th Mr

Magu la who was the Exe cut ive Head o f R isk a t tha t

t ime. Mr Pho lwane fac i l i t a ted th is meet ing be tween

myse l f and Mr Magu la , who was the Execut ive Head

o f R isk .

Mr Magu la in fo rmed me tha t he was suspended fo r

misconduc t ing re la t ing to an a l leged non -

per fo rmance. The charge re la ted to submiss ion o f

document to board . He reques ted me to be a w i tness

on h is beha l f about the process o f submiss ion o f

documents to the board , wh ich I agreed to do .

I eventua l l y tes t i f ied dur ing Mr Magu la ’s hear ing , who

was subsequent ly d ismissed. I be l i eve tha t my

agree ing to tes t i f y ing dur ing Mr Magu la ’s d isc ip l i nary

hear ing inqu i r ing might have a lso cont r ibu ted to my

suspens ion .

I persona l l y d id no t see any th ing wrong w i th me

ass is t i ng a fe l low co l league, espec ia l l y s ince my

par t i c ipa t ion was fac i l i t a ted by HR and as my

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tes t imony wou ld dea l w i th p rocess issues and noth ing

more .

On the 13 t h March , tha t i s in the a f te rnoon a f te r my

meet ing w i th Mr Magu la , I met w i th Mr Pho lwane. Mr

Pho lwane presented to me two proposed se t t lement

fo r mutua l separa t ion .

The f i r s t p roposa l wh ich i s Annexure BM30 was

payment o f four months o f my to ta l cos t to company,

and the second proposa l wh ich is Annexure BM31,

was payment o f s ix months .

He adv ised me tha t th is was a no fau l t se t t lement .

When he sa id th is , i t d rove home to me what was

happen ing to me, w i thout a t a l l be ing a t fau l t , I was

be ing depr ived o f a job tha t I fe l t a t tha t t ime I

competent ly per fo rmed.

I to ld Mr Pho lwane tha t I cou ld no t accep t e i ther o f fe r

p roposed. He asked me how much w i l l be acceptab le

and I ind ica ted my p lan was to s tay w i th the PIC fo r

f i ve years and tha t f i ve years w i l l be acceptab le…”

Th is , Mr Commiss ioner, was my way o f say ing I rea l l y jus t

wanted to do my job .

“A l l these ac t ions , I submi t , were obv ious ha l lmarks o f

at tempts to cos t me so much f rus t ra t ion tha t res ign .

The CEO’s a t tempts work ing w i th Mr Pho lwane d id no t

succeed.

Cance l la t ion o f my month ly meet ings w i th the CEO:

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CEO had in i t ia ted month ly meet ings be tween myse l f

and the CEO which were p laced in my ca lendar. I fe l t

tha t tha t was a good in i t ia t i ve as i t ensured tha t

regu lar updates and d iscuss ions cou ld take p lace

be tween myse l f and the CEO.

I no t i ced tha t towards the end 2017, these meet ings

were a l l cance l led w i thout any pr io r no t ice . Th i s

s t ruck me an a t tempt to s ide - l ine and f rus t ra te me

and I have annexed some o f those cance l la t ions as

Annexure BM32…”

I am now go ing to ta lk about my suspens ion .

“On the 17 t h Apr i l 2018, I had a meet ing w i th the CEO

and the Execut ive Head o f HR in the CEO’s o f f i ce .

About a month a f te r I tu rned down Mr Pho lwane ’s

of fe r o f a no fau l t te rminat ion , I was presented w i th a

le t te r o f p recaut ionary suspens ion fo r poss ib le

misconduc t re la t ing to recent ly leakages and

d isseminat ion o f con f ident ia l documents , tha t i s P IC

board minutes and Manage ment Commi t tee minutes .

I s t i l l do no t unders tand how the CEO and Mr

Pho lwane cou ld have conc luded tha t I was the one

tha t was respons ib le fo r such leakages .

I read the le t te r, Commiss ioner, wh ich is annexed as

Annexure BM33 and rea l i sed tha t the le t te r s t a ted

tha t I was g iven an oppor tun i t y to make

representa t ions be fo re a f ina l dec is ion to suspend me

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was made, wh ich was no t the case.

I was con t ra ry to P IC d isc ip l inary po l i cy, spec i f i ca l l y

paragraph 4.1 .4 .2 (a ) (b ) , no t a f fo rded the oppor tun i t y

to make any representa t ions .

I h igh l igh ted tha t to the CEO and Mr Pho lwane and

reques ted tha t the le t te r be amended.

The le t te r was amended and I s igned. The one tha t I

s igned is Annexure BM33. I handed my PIC lap top ,

ce l l phone and iPad to Mr Pho lwane who escor ted me

out o f the bu i ld ing .

A l though I was log ica l l y one o f severa l persons who

cou ld have leaked the management minutes and dra f t

P IC board minutes wh ich were la te r de le ted

subs tan t ia l l y, I w ish to p lace on record tha t I am no t

the one who d id so .

I cannot he lp bu t connec t my be ing charged w i th a

d ismiss ib le o f fence to my re jec t ing the ers twh i le

CEO’s and Mr Pho lwane ’s e f fo r ts to demote me or t o

separa te me f rom the PIC.

The per iod dur ing my suspens ion :

Dur ing my suspens ion , there were newspaper a r t i c les

w i th expanded a l legat ions o f impropr ie ty w i th in the

PIC, spec i f i ca l l y a l legat ions tha t the board ’s minutes

o f Mu laudz i ’s payment to Ms Pre t ty Louw had been

doc tored .

There were a lso newspaper a r t i c les wh ich pa in ted me

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i n a negat ive l igh t , sugges t ing tha t I was respons ib le

fo r leak ing conf ident ia l in fo rmat ion o f the P IC.

I need to s ta te ca tegor ica l l y tha t I d id no t leak any

in fo rmat ion o f the P IC.

I t was dur ing the same per iod tha t a cour t app l i ca t ion

was brought by the leader o f the UDM, Honourab le

Bantu Ho lomisa , mak ing a l legat ions o f wrongdo ing

emanat ing f rom the James Nogu emai l and tha t o f

Le ih lo la Le ih lo la .

My in te rv iew wi th S izwe Ntsa luba Gobodo :

On the 5 t h of Ju ly 2018 a t 14 :00 , I was ins t ruc ted by

Mr Pho lwane to meet w i th representa t i ves o f another

fo rens ic inves t iga t ion team. Th is t ime f rom SNG. I t

was Mr Tshepo Nyat lo and Mr Nkos ina th i Lo the .

The proceed ings o f the in te rv iew were recorded. Mr

Nyat lo ind ica ted tha t SNG was appo in ted by the PIC

to inves t iga te in fo rmat ion tha t was leaded.

The inves t iga t ion en ta i led a rev iew o f lap tops . They

were prov ided w i th my lap top and tha t o f o ther s ta f f

members w i th in the secre tar ia t .

I asked them to address pre l im inary i ssues be fore we

proceed w i th the in te rv iew…”

And th is , bas ica l l y, Mr Commiss ioner, becaus e i t was no t the

f i r s t t ime I was sub jec ted to a fo rens ic aud i t by the PIC.

“So, I wanted to unders tand whether there were

poss ib le conf l i c t o f in te res t by the SNG, whether any

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s ta tement I made to them wi l l count as d isc losures

under the Pro tec ted D isc lo sure Act and the issues o f

p r i v i lege.

That i s the s ta tus o f the answers tha t I made to them,

what wou ld be the s ta tus to those answers .

I wanted to a lso unders tand the powers tha t they had ,

who gave them the au thor i t y and the t im ing o f the i r

inves t iga t ions .

In my emai l , wh ich i s annexed as Annexure BM34 w i th

SNG inves t iga tors , I spec i f i ca l l y reminded them tha t

as serv ice prov iders to the PIC, they were u l t imate ly

respons ib le to car ry ou t ins t ruc t ions tha t were in the

in te res t o f the P IC as a who le and to f u r ther persona l

in te res t o f wh ich ever execut ive might have ins t ruc ted

them, as aud i t p ro fess iona ls .

Th is i s a theme the Commiss ion may w ish to exp lo re

in i t s recommendat ions , whether the PIC has been

we l l served by serv i ce prov iders such as a t to rneys

and fo rens ic inves t iga tors whose ac t ions have

u l t imate ly served to de lay the exposure o f wrong -

do ing a t the P IC and persecu te those suspec ted o f

b r ing ing such to l igh t

An aud i t o f the lega l and fo rens ic op in ions g iven and

ac t ions taken by lawyers and inves t iga tors w i l l revea l

whether these f lowed f rom ins t ruc t ions in the in te res t

o f the P IC as a who le or whether due d i l i gence

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measures wou ld have revea led the l i ke l i hood tha t

these ins t ruc t ions were i l l eg i t imate .

I submi t tha t i f we expec t PR agenc ies and aud i to rs to

tu rn down ins t ruc t ions tha t appear con t ra ry to good

governance, HR bes t p rac t i ce , the PFMA and o ther

app l i cab le s ta tu tes , po l i c ies and va lues , a t to rneys

and fo rens ic inves t iga tors shou ld a lso no t be exempt

f rom th is expec ta t ion as we l l .

SNG a lso posed wr i t ten ques t ions to me, g iv ing me

unworkab ly t igh t t imef rames to respond . I ac tua l l y

d id rep ly to the i r ques t ions to the bes t o f my ab i l i t y a t

the t ime.

Fo l low ing my meet ing w i th SNG, I was served w i th

no t ice to appear be fore a d i sc ip l i nary hea r ing and

th is i s Annexure BM35….”

I am go ing to ta lk about my coopera t ion w i th the SAPS.

ADV ISAAC MONNAHELA : [ Ind is t inc t ] .

MS BONGANI MATHEBULA : Okay. Annexure BM35. Apo log ies .

“ In Apr i l 2018, jus t a f te r my suspens ion , I rece ived a

ca l l f rom SAPS i nves t iga t ing o f f i ce r Sergeant .

Mpho lo . I met w i th Sergeant Mpho lo on the 25 t h Apr i l

2018 who reques ted me to ass is t SAPS wi th an

inves t iga t ion .

I t appears tha t the SAPS had opened an inves t iga t ion

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i n to the conten t o f the James Nogu emai l .

Notw i ths tand in g i t s anonymous nature and scur r i lous

conten t , i t appears tha t the c r imes a l l eged there in

were deemed c red ib le enough to war ran t such an

inves t iga t ion .

I was asked by the inves t iga t ing o f f i cer to ass is t i n

h is inves t iga t ion , wh ich I agreed to do . My ro le was

l im i ted to au thent ica t ing the two d i f fe ren t se ts o f

m inu tes wh ich had apparent ly been made ava i lab le to

the SAPS.

I cons idered myse l f ob l iga ted to co -opera te w i th the

SAPS as an o f f i cer o f the cour t . I d id no t d isc lose

th is to the PIC, as I took th e v iew tha t i t m igh t

jeopard ise any inves t iga t ions be ing under taken by the

po l i ce .

My coopera t ion w i th the po l i ce was in l ine w i th the

f raud, co r rup t ion and neptun ium po l i cy wh i ch

preva i led a t the P IC a t the t ime.

My lap top was a lso se ized by SAPS f rom the PIC to

per fo rm an imag ing o f my lap top as par t o f the i r

inves t iga t ions , in par t i cu la r to au thent ica te the two

se ts o f the minutes .

My d isc ip l inary inqu i r y :

The PIC e lec ted to . . . [ in te rvenes ]

MR EMANNUEL LEDIGA: Ja , ja . Jus t a ques t ion here . When th e

po l i ce are inves t iga t ing the company or peop le w i th in the company, i s

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i t r igh t fo r the company to know and the peop le , you know, the

company to know when peop le are coopera t ing w i th the po l i ce , such

tha t the lega l depar tment o f tha t company can ac t accor d ing ly and a l l

tha t?

Do you th ink i t i s p roper to so r t o f to h ide or no t to te l l the

company tha t you are coopera t ing w i th the po l i ce?

MS BONGANI MATHEBULA : Commiss ioner, i t depends what the po l i ce

are inves t iga t ing . I f the po l i ce are inves t iga t ing mat t e rs o f persona l

na ture wh ich does no t re la te to the company, I do no t th ink the

company has a r igh t to know.

But i f the inves t iga tors re la te to the PIC as a company, then

maybe perhaps the lega l depar tment has the r igh t to know in te rms o f

p rocesses . But as I unders tand i t , they were no t inves t iga t ing o f f i c ia l

i ssues o f the P IC.

MR EMANNUEL LEDIGA: So , you reckon tha t they were jus t look ing

a t the person? They were no t look ing a t the prob lems w i th in the

company?

MS BONGANI MATHEBULA : They were de f in i te ly inves t iga t ing a

person.

MR EMANNUEL LEDIGA: A person.

MS BONGANI MATHEBULA : Ja .



My d isc ip l inary inqu i r y :

The PIC e lec ted to use ou ts ide lega l counse l in my

hear ing and ins t ruc ted the i r long -s tand ing f i rm o f

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at to rneys , Edward Nathan Sonnenbergs , to in i t ia te

the PIC 's case.

Th is e f fec t i ve ly imposed upon me the need to acqu i re

ou ts ide lega l ass is tance. To da te , the lega l fees I

have incur red in my case compute to over

R750 000,00 as the ca se ran to approx imate ly 20

days o f appearance, p repara t ion and argument .

I was fo r tunate enough to be o f fe red fund ing ,

cover ing ha l f my lega l cos t f rom an NGO tha t ass is t

wh is t le -b lowers , ca l led PPLAAF.

Before he lp ing me, PPLAAF ass is ted the Nenegate

wh is t le -b lower and o thers , v ic t im ised fo r d isc losure o f

e l i c i t payments f rom Eskom and Transnet to Tr i l l i an .

The i r suppor t fo r me, however, was on the bas is tha t

even though I d id no t re ly on a wh is t le -b lowing

de fence in my d isc ip l i nary mat te r, I was be ing

persecuted on susp ic ion tha t I was one.

I w ish to s incere ly express my gra t i tude fo r the

ass is tance , s t ra teg ic adv ise and inva luab le suppor t .

I be l i eve tha t the suspens ion and d isc ip l inary ac t ion

taken aga ins t me, as we l l as the assoc ia ted f inanc ia l

and reputa t iona l cos t apar t f rom a genera l pa t te rn o f

v ic t im isa t ion o f employees a t the P IC suspec ted o f

hav ing a hand in b r in ing wrongdo ing a t the P IC to

l igh t .

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When the fo rmer CEO in fo rmed tha t he no longer

t rus ted me and wanted me out , what I be l i eve was

ac tua l l y be ing communica ted to me is tha t I was no t

t rus ted to keep qu ie t about i r regu lar occur rences a t

the P IC, such as what I have ou t l ined above.

Wh i le I am gra te fu l tha t the board so f i t to b r ing an

end to the fas t o f my d isc ip l inary hear ing , i s gu i l t y

verd ic t and sanc t ion o f d ismissa l passed upon me, I

wou ld u rge the Commiss ion to cons ider

recommending tha t I be recompensated fo r my proven

f inanc ia l losses .

The PIC had vas t f inanc ia l resources to th row a t

v ic t im is ing me and a l though I am back a t work , I am

deep in debt . I w ish to make br ie f submiss ions on

the conduc t o f my hear ing .

The po in t i s to show how d isc ip l inary ac t ion coup led

w i th suspens ion was used a t the P IC as a too l o f

v ic t im isa t ion aga ins t person suspec ted o f be ing

wh is t le -b lowers .

I wou ld hope tha t the Commiss ion wou ld cons ider

recommendat ions to ensure tha t fu tu re lega l adv ise

ob ta ined by the P IC on d isc ip l i nary mat te rs i s

ob ta ined f rom person and f i rms unta in ted by the

go ing-ons here a t the P IC the las t few years .

I f my exper ience is any th ing to go by, d isc ip l i nary

ac t ion was under tak ing on scant ev idence w i thou t

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proper p rocedure to e i ther demora l i s ing employees

in to tak ing a f inanc ia l se t t lement , to leave or e lse to

ru in them in the i r p rospec t ive employment

oppor tun i t ies .

Th is cannot jus t and equ i tab le and the present

p layers in the lega l and HR spaces a t the P IC have

proven, in my v iew, unequa l to the task o f p lac ing the

in te res t o f the P IC as a who le above those o f the

execut ives , imp l ica t ing in the wrongdo ing .

I do acknowledge tha t an emplo yer ’s r igh t to

d isc ip l i ne in ins tances where there i s a pr ima fac ie

case o f m isconduc t . However, ind iv idua ls in h igh

pos i t ions can abuse tha t power, as was the s i tua t ion

in my case and numerous o thers who presented

be fore th is Commiss ion .

In te rms o f the no t ice to a t tend a d isc ip l inary inqu i ry,

da ted the 14 t h Augus t 2018, tha t i s Annexure BM35, I

was charged w i th a l l egat ion one.

I t i s a l leged tha t you breached your du ty

of . . . [ in te rvenes ]…”

MS GILL MARCUS : Sor ry. That wou ld need to BM36, I wou ld th ink .

MS BONGANI MATHEBULA : 36 . Ja .

“ I t i s a l l eged tha t you breached your du ty o f good

fa i th and conf ident ia l i t y as an employee and in your

pos i t ion as company secre tary o f the P IC, in tha t you

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caused the d is t r ibu t ion and or copy ing o f conf ident ia l

P IC in fo rmat i on .

My lega l representa t i ves reques ted to be fu rn ished

w i th fu l l par t i cu la rs o f the charge, as i t appeared to

be ex t remely vague, in tha t no de ta i l s o f the charge

was se t ou t in the no t ice .

I was fo rced to en te r b l ind ly in to the f i r s t day o f the

inqu i ry, a f te r the cha i rman o f the d isc ip l inary hear ing

re fused to g ran t us a pos tponement to a l low us to

p repare thorough ly.

I wou ld even go as fa r as to say tha t i t fe l t l i ke an

ambush th roughout the proceed ings , as i t tu rned ou t ,

there were mul t ip le charges encom passed w i th in the

s ing le charged re f lec ted on the no t ice , as I w i l l se t

ou t hereunder.

As a resu l t o f the charge be ing who l ly devo id o f any

par t i cu la r i t y and to ta l l y ambiguous and in the l igh t o f

the P IC ’s re fusa l to p rov ide or answer a reques t fo r

fu r ther par t i cu la rs be fore the commencement o f the

proceed ings , i t was agreed a f te r I was coerced tha t

the in i t ia to r in i t s open ing address w i l l p rov ide the

par t i cu la r i ty.

From h is open ing address , i t then appeared tha t I

was charged w i th , f i r s t , the download ing o f a PST

fo lder in to an ex terna l hard dr ive , p rov id ing Mr

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Simphiwe May ise la w i th spec ia l board minutes o f t he

P IC.

That I exp lo i ted my pos i t ion as company secre tary to

ob ta in ex t remely sens i t i ve in fo rmat ion , be long ing to

the PIC and p lace th is in fo rmat ion on insecure

p la t fo rms.

The charge was then fo rmula ted in a le t te r da ted

18 t h September 2018 , a f te r the f i r s t s tage o f the

hear ing se t ou t by the PIC ’s lega l representa t i ve .

This w i l l then be Annexure MB37, I be l ieve .

So, the le t te r read : The charge re la t es , amongs t

o ther th ings , to the fo l low ing :

1 . The leak ing o f conf ident ia l m inu tes o f board

meet ings to Mr S imph iwe May ise la .

2 . The d is t r ibu t ion and d isseminat ion o f conf ident ia l

in fo rmat ion , be long ing to our c l ien t .

3 . Expos ing our c l ien t to r i sk and undermin in g the

safe ty and secur i t y o f our c l ien t ’s conf ident ia l

i n fo rmat ion .

4 . Plac ing our c l ien t ’s conf ident ia l in fo rmat ion on

unsecure p la t fo rms; and

5 . The copy ing o f backup PST. \

Desp i te the w ide ambi t o f the charges aga ins t me, I

was b lamed in essence fo r two th in gs , bo th o f wh ich I

den ied . The f i r s t i s tha t w i thout lawfu l excuse or

au thor isa t ion I d isseminated the o r ig ina l d ra f t

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minutes o f the board de l ibera t ion on the conduc t o f

the fo rmer CEO when he preva i led upon Mr Mulaudz i

to donate R300 000,00 to a th i rd p ar ty.

In the or ig ina l m inu tes , as s ta ted above, the board

was c r i t i ca l o f the CEO’s in te rvent ion , a l though he

d id no t fo rmal ly censure h im. The f ina l m inu tes

exerc ised a l l these c r i t i c i sm.

The second charge f low f rom the fac t tha t a lap top

computer I was ass igned had in i t PST f i les tha t t o

my unders tand ing , wh ich was la te r exp la ined to me,

were ema i ls , cop ied on to an ex terna l hard dr i ve ,

wh ich hard dr ive was la te r a lso accessed by Mr

S imph iwe May ise la .

I had ind ica ted f rom the onset dur ing the hear ing t ha t

I d id no t know to t rans fer a PST fo lder, s ince I have

never done so in my l i fe .

From the onset o f the hear ing , Mr Pho lwane

acknowledged tha t many o ther peop le had access to

bo th the o r ig ina l d ra f t and f ina l m inu tes .

I was adv ised by my lawyers tha t any dec is ion to

p rosecute must be made w i th pr ima fac ie ev idence o f

wrongdo ing , no t mere specu la t ion .

The sum to ta l o f the fac ts led in ev idence aga ins t me

was tha t I had access to bo th vers ion o f the minu tes .

C lear ly I shou ld no t have been charged s imp ly on the

bas is o f the emergence o f bo th se ts o f m inu tes ,

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because numerous o ther peop le a lso had such access

and cou ld have leaked the minutes .

The vexa t ious na ture o f the charge is a lso so

re f lec ted in the incomple te SNG forens ic repor t . NO

o ther ev idence l in k ing to the leak o f the or ig ina l d ra f t

m inu tes were presen ted.

The SNG repor t , Annexure BM38, s ta ted in the

conc lus ion tha t due to the l im i ted na ture o f the

add i t iona l fo rens ic inves t iga t ion conduc ted , we

cannot conc lude whether any o f the four teen

ind iv idua ls whose computers were rev iewed, leaked

the in fo rmat ion in ques t ion or no t .

P IC shou ld cons ider add i t iona l and more

comprehens ive inves t iga t ion as s ta ted in the

recommendat ion .

That those runn ing my hear ing pers is ted w i th the

second a l l egat ion aga ins t m e, i s every more wor ry ing .

Th is i s the a l l egat ion tha t I a l lowed copy ing o f PST

f i les f rom my computer wh ich months la te r ended up

on a hard dr ive , used by Mr May ise la .

A f te r runn ing the hear ing fo r severa l days and the

PIC c los ing i t s case, i t took me to appo in t my own IT

fo rens ic inves t iga t ion f i rm, Cyanre , the D ig i ta l

Forens ic Lab. I t i s a lso annexed as Annexure BM39

and ca l l ing as w i tnesses the PIC ’s on ly IT personne l

to d iscover the e lementary fac t tha t the lap top on

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which the PIC fo rens ic inves t iga t ors found PST f i l e

t rans fer on the 1 s t September 2017, had on ly been

issued to me on the 24 t h Oc tober 2017. The IT repor t

conf i rm ing th is aspec t i s a lso a t tached as Annexure

BM40.

A t a l l mater ia l t imes , dur ing wh ich the supposed

suspec t t ransac t ion o f PST f i le was made, the lap top

was in possess ion o f IT.

Any competent and good fa i th inves t iga t ion

conduc ted by th is pass ionate fo rens ic inves t iga tors

wou ld have d iscovered th is fac t .

E th ica l lega l p rac t i ce wou ld have compel led tha t th is

fac t shou ld be known t o me. I t was w i thhe ld f rom my

lega l team and I had to pay my own fo rens ic exper ts

in tens o f thousands o f rands to d iscover the obv ious .

Th is i s a t the r i sk o f repet i t ion tha t I cou ld no t have

made the PST f i le t rans fer to the suspec ted d ig i ta l

dev ice as the lap top was no t mine or under my

cont ro l a t the t ime the t rans fer was made.

I t shou ld be no ted tha t the conten t o f the PST f i le

tha t was supposed ly t rans fer red f rom the lap top to

the suspec ted hard dr ive were never d isc losed to me.

Aga in , conf i rm ing t ha t the charge wh ich pro f fe red

aga ins t me was pure ly specu la t i ve . No a l legat ion and

or p rove was pu t tha t the conten t o f the PST f i les

were my emai ls .

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In add i t ion to conf i rm ing the PST f i le t rans fer, the IT

Forens ic Repor t conduc ted by Cyanre a lso conf i rm ed

tha t they cou ld no t es tab l i sh the user who cop ied the

backup PST f i le on the 1 s t September 2017, be fore

the lap top came in to my possess ion over a month

la te r.

In h is s ta tement to th is Commiss ion o f Inqu i ry, Mr

Pho lwane s ta ted tha t :

Background :

A . The genes is o f the d isc ip l i nary hear ing conduc ted

in the PIC, emanated f rom a repor t tha t imp l ica ted

severa l employees in sen ior management in ac ts

o f m isconduc t , p red ica ted by a fo rens ic Aud i t

Commiss ion by the P IC.

B . A Forens ic Aud i t Commiss ion by the PIC wh ich

es tab l i shed the company secre tar ia t cur ren t ly on

suspens ion and undergo ing a d isc ip l i nary hear ing

had in her lap top a f te r i t was imaged, ind ica t ing a

use o f a removab le dev ice tha t conta ined

in fo rmat ion and backup f i les o f the emai ls as pe r

the SNG repor t . T he same dev ice was used and

accessed by sen ior manager in the IT Depar tment .

Th is may ind ica te the two employees may have

exchanged in fo rmat ion fo r purposes unknow to the

PIC.

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The ev idence o f Mr Pho lwane is devo id o f the

t ru th in tha t f i r s t ly, he w i thhe ld c ruc ia l in fo rmat ion

to th is Commiss ion , tha t the P IC on ly i ssued me

wi th a lap top in ques t ion on the 24 t h Oc tober

2017.

I was never in possess ion o f the sa id lap top in the

per iod o f September 2017.

In su f f i ce dur ing my d isc ip l i na ry hear ing tha t the

sa id lap top was purchased by the PIC on the 24 t h

Augus t 2017 and was s to red by the IT Depar tment

un t i l i t was handed to me in Oc tober 2017.

I have no knowledge o f whatever emai l backup

opera t ions tha t were per fo rmed on tha t compute r

be fore i t was g iven to me.

Mr Pho lwane a lso d id no t d isc lose to th i s

Commiss ion o f Inqu i ry the very c ruc ia l fac t tha t

the fo rens ic repor t the P IC commiss ioned and

re l ied upon to a t tempt to d r ive me out o f the

organ isa t ion d id no t f ind tha t I commi t ted any

misconduc t and i t was incompl ete…”

CHAIRPERSON: I s there some documenta t ion tha t ind ica tes you

s igned fo r acceptance o f the computer o f on such and such a da te?

MS BONGANI MATHEBULA : Yes. So, i f Commiss ioner… I jus t need

to… There cou ld be bu t the IT repor t wh ich I re fe r red to in Annexure

BM39, shows Commiss ioner tha t the f i r s t t ime I logged onto tha t

lap top , and th is repor t was per fo rmed by P IC in te rna l IT personne l tha t

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I locked onto my new lap top on the 18 t h Oc tober 2017. So , th is was

per fo rmed by P IC IT personne l .

ADV ISAAC MONNAHELA : Mr Commiss ioner, tha t w i l l be a t page 3C

o f tha t annexure .

MS BONGANI MATHEBULA : So , Commiss ioner, the very same aspec t

was a lso conf i rmed by my own fo rens ic IT company tha t I had to

appo in t to conf i rm the very fac ts .

ADV ISAAC MONNAHELA : The or ig ina l annexure number i s BM39.

CHAIRPERSON: Which w i l l now be 40 , bu t i t i s 39 on the documents .

ADV ISAAC MONNAHELA : Yes , Mr Commiss ioner.

CHAIRPERSON: A t what page do we f ind tha t?

ADV ISAAC MONNAHELA : That w i l l be page 4 o f the annexure ,

paragraph 3C.

MS GILL MARCUS : We wi l l j us t need to sor t ou t these annexures

a f te rwards , okay?

ADV ISAAC MONNAHELA : I w i l l do so . Mr Commiss ioner, may I jus t

reques t to make my own page ava i lab le to the Commiss ion?

CHAIRPERSON: Cer ta in ly.

ADV ISAAC MONNAHELA : I t i s 3C.

CHAIRPERSON: C reads : Mar t in Theun issen and Phe lo Mato lo

l ogged on to the lap top named PTAL Mathebu la to es tab l i sh… I

supposed tha t i s es tab l i shed. The f i r s t Bongan i Mathebu la logged onto

the computer and the da te i s 18 October 2017.

ADV ISAAC MONNAHELA : That i s cor rec t , Mr Commiss ioner.

CHAIRPERSON: That i s the document you are re fe r r ing to?

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ADV ISAAC MONNAHELA : Yes . Her ev idence i s tha t she d id no t

access – she d id no t use the computer in September 2017 because i t

had no t ye t been g iv en to her.

CHAIRPERSON: Now can we take th i s o r do we make cop ies o f th i s

and g ive i t back to you?

ADV ISAAC MONNAHELA : You can take i t , Mr Commiss ioner.

CHAIRPERSON: Thank you. You may p roceed.


Paragraph 153:

“Mr Pho lwane a lso d id no t d isc lose tha t the two

fo rens ic inves t iga t ions conduc ted by the PIC d id no t

inves t iga te the conten t o f the backup PST.

I f th is was done, i t was w i thhe ld f rom my lawyers .

Th is c ruc ia l aspec t was ra ised by my lawyers dur ing

my hear ing bu t never was cons idered by the

appo in ted cha i rperson o f the hear ing .

My lawyers in fo rmed me tha t the case has caused the

PIC about R3 mi l l i on , ye t here I s i t s t i l l an employee

o f the P IC, a f te r th is was te fu l and d is rup t ive

exerc ise .

I am adv ised by my lawyers tha t the se lec ted

cha i rperson ignored v i ta l ev idence tha t c lear ly

exonera ted me and ye t a t the same t rue drew

conc lus ions based on specu la t ion .

A t one s tage dur ing the course o f the hear ing my

counse l had to remind the cha i rperson o f the hear ing

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tha t the PIC w as lega l l y represen ted when he

appeared to in te r fe re on beha l f o f the P IC.

The cha i rperson den ied me an oppor tun i t y to

thorough ly prepare fo r my hear ing , when i t became

c lear upon adv ise f rom my lawyers tha t the charge

leve l led aga ins t me by the PIC lacks par t i cu la r i t y…”

I need to emphas ise th is Commiss ioner, because i f I was

g iven the oppor tun i t y o f fu l l par t i cu la r i t y dur ing the open ing , I be l ieve

tha t I wou ld have taken the dec is ion much ear l ie r to appo in t fo rens ic IT

personne l , bu t we had to go th rough the hear ing w i thout the fu l l y

d isc losed par t i cu la r i t y and i t was towards the end when we then

rea l i sed what the ac tua l charge was .

That I had to know take i t upon myse l f to say I a lso needed to

appo in t my own IT fo rens ic inves t iga tors because there were s o many

c ruc ia l i ssues tha t I be l ieve were w i thhe ld f rom us dur ing the hear ing .

Hence, we had to now es tab l i sh the var ious aspec t o f my

lap top – o f the new lap top haven been g iven to me in Oc tober wh ich

the PIC w i thhe ld f rom us f rom the onset .

“ I am a lso a dv ised of the case law on how the

conduc t o f a supposed ly independent d isc ip l inary

cha i rperson can cons t i tu te b iased is to be found in

the case ca l led Surg ica l Innovat ion (P ty ) L td v

Commiss ion fo r Conc i l ia t ion , Med ia t ion and

Arb i t ra t ion and Others…”

I am not go ing to g ive the fu l l c i ta t ion . The fu l l c i ta t ion i s

there in the s ta tement .

24 APRIL 2019 – DAY 32

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“ In th is case the lega l cour t made the fo l low ing

adverse fac tua l f ind ings aga ins t a cha i rperson o f a

d isc ip l i nary hear ing fo r conduc t in a hear ing tha t

c lose ly resembled wh at I exper ienced in my own

hear ing :

“A s tudy o f the record o f the d isc ip l i nary p roceed ings

gave a s t rong ind ica t ion tha t Hutch inson had in some

or o ther manner been pre -br ie fed in th is mat te r and

h is manner o f par t i c ipa t ion in the proceed ings gave

an uncomfor tab le sense o f undue invo lvement . The

re fusa l o f the pos tponement reques t to jus t enab le

the th i rd respondent to p roper ly p repare in my v iew

cer ta in ly added to th is percept ion . The manner in

wh ich Hutch inson chose to in te rvene in and s teer t he

d isc ip l i nary p roceed ings equa l l y added to th i s

percept ion o f p re -determinat ion ”

CHAIRPERSON: Can you jus t read the f i r s t sen tence aga in , p lease?

MS BONGANI MATHEBULA : The f i r s t sen tence.

CHAIRPERSON: O f tha t quota t ion .

MS BONGANI MATHEBULA : Okay. I t says :

“A s tudy o f the record o f the d isc ip l i nary p roceed ings

gave a s t rong ind ica t ion tha t Hutch inson had in some

or o ther manner been pre -br ie fed in th is mat te r and

h is manner o f par t i c ipa t ion in the proceed ings gave

an uncomfor tab le sense o f undue invo lvement .

CHAIRPERSON: Jus t tha t quo ta t ion i s no t se t ou t fu l l y here .

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MS BONGANI MATHEBULA : Oh, okay.

CHAIRPERSON: The f i r s t sen tence in the s ta tement tha t we have is a

s tudy o f… I supposed i t m igh t have been in her la te r s ta tement .

ADV ISAAC MONNAHELA : Mr Commiss ioner, may I jus t po in t ou t

someth ing? She ind ica ted in the morn ing tha t she had added

someth ing to the quota t ion . That wou ld mean tha t the updated

s ta tement was no t made ava i lab le to the Commiss ion .

CHAIRPERSON: Wel l , to be fa i r. I mus t say i t w as brought to us in

the room tha t we occupy, bu t s ince we had read th is s ta tement we d id

no t hand i t – i t was g iven to us th is morn ing . So, we d id no t go th rough

to tha t la te r s ta tement .

ADV ISAAC MONNAHELA : Okay.

CHAIRPERSON: Bu t you say tha t i t has be en cor rec ted . I t now

cor rec t ing the las t ve rs ion .


CHAIRPERSON: Okay, thank you.

MS BONGANI MATHEBULA : Mr Commiss ioner, inc identa l l y the

cha i rperson so co i t i zed by the labour cour t in the case tha t I have

ou t l ined above the cha i rperson who rendered the PIC ’s own mat te r

aga ins t me is the same person .

“Throughout my hear ing , we t r ied , in va in , to

ascer ta in . . . [ in te rvenes ]

CHAIRPERSON: Sor ry, sor ry. Are you say ing the cha i rperson who is

be ing co i t i zed or has been co i t i zed in th is case, i s the same

cha i rperson who cha i red your d isc ip l i nary hear ing?

MS BONGANI MATHEBULA : Cha i r ing my d isc ip l inary hear ing . Yes ,

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Commiss ioner.

“Throughout my hear ing , we t r ied , in va in , to

ascer ta in who ins t ruc ted the PIC 's a t to rneys to

cont inue my hea r ing . They re fused to p rov ide the i r

le t te r o f au thor isa t ion .

In the contex t o f CEO and the board en masse

res ignat ions , i t may we l l have been tha t the person

dr iv ing my d isc ip l inary ac t ion i s ac tua l l y now

imp l ica ted in ser ious misconduc t o f the i r own.

I be l i eve the a t to rneys fo r the P IC shou ld be g iven the

oppor tun i t y to exp la in f rom whom exac t ly they took

the i r ins t ruc t ions dur ing the hear ing in the contex t o f

an inquora te board and an execut ive in d isar ray.

Sure ly, the respons ib le th ing wou ld have be en to

a l low the work o f the Commiss ion to comple te be fore

proceed ing w i th my d isc ip l i nary mat te r.

I no te espec ia l l y tha t , on the execut ive s ide , the

peop le who were in charge o f my d isc ip l i nary enqu i ry

a f te r the res ignat ion o f the fo rmer CEO, Dr Mat j i l a ,

have a lso been imp l ica ted in the a l legat ions ,

conta ined in the anonymous wh is t le -b lower emai ls ,

tha t i s the execut ive head o f HR, repor ts to the CFO,

who is a lso imp l ica ted in those emai ls .

I no te tha t the fo rmer ac t ing CEO, CFO has recent ly

a lso been susp ended a l leged ly fo r thwar t ing the work

o f th is Commiss ion o f Inqu i ry.

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I a lso w ish to f lag , in genera l te rms, the danger

posed to the s tand ing o f the lega l p ro fess ion when i t

becomes assoc ia ted w i th enab l ing the capture o f

s ta te ins t i tu t ions .

I wou ld urge an aud i t be conduc ted by the

Commiss ion o f lega l ins t ruc t ions g iven to law f i rms by

the PIC, so tha t a v iew may be expressed on whether

the PIC as a who le has been we l l - served by those

earn ing mi l l i ons in lega l fees .

I am fa i r l y conf iden t tha t an ob jec t i ve eva lua t ion o f

the conduc t o f my own hear ing wou ld de termine tha t

i t was run no t to d iscover the t ru th o f the a l legat ions

bu t to rush a predetermined outcome.

Go ing fu r ther, perhaps the t ime has come, as i t i s in

the aud i t ing pro fess ion , to requ i re a r o ta t ion o f law

f i rms so tha t persona l re la t ionsh ips be tween

longs tand ing a t to rneys and execut ives who are under

f i re does no t c loud the adv ice the fo rmer p rov ides to

keep the la t te r in p lace .

Th is w i l l a lso c rea te an a tmosphere fo r lega l f i rms

depr ived o f access to b ig corpora tes to have such

access….”

MR EMANNUEL LEDIGA: Jus t a qu ick ques t ion f rom my s ide . We had

supp l ied cha in management peop le here . I th ink one w i tness . And

they sa id tha t they do change compan ies . They do no t s tay w i th one

company fo r a long, long t ime. Are you say ing th is i s no t the case?

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MS BONGANI MATHEBULA : Commiss ioner, I am speak ing f rom my

exper ience and my observa t ion o f how one lega l f i rm has cons tan t ly

been used by the PIC in a l l the mat te rs and tha t law f i rm is ENS.

ENS were used fo r a l l the d isc ip l i nary hear ings and i f you go

back , the lega l op in ions tha t were g iven, i t was a lso ENS. So, I am

speak ing on tha t bas is .

MR EMANNUEL LEDIGA: Yes , okay. Sor t o f w i th in jus t the Human

Resources mat te rs .

MS BONGANI MATHEBULA : P rec ise ly.

“The verd ic t by the cha i rman o f my hear ing :

The verd ic t o f gu i l t was handed down on 13 March

2019. ( I t w i l l now become Annexure BM41 but i s now

in the documents as Annexure BM40. )

I w i l l no t repeat what I have a l ready sa id about the

uncontes ted ev idence showing tha t I was no t i n

possess ion o f my lap top a t the t ime the hard d r ive

was mounted to i t . IT had cont ro l over the lap top .

The sanc t ion by the Cha i rman o f my hear ing :

The inev i tab le sanc t ion o f a summary d ismissa l

recommendat ion was i ssued on 20 March 2019. ( I t

w i l l be Annexure BM42) .

On the 26 t h of March 2019 1 rece ived a phone ca l l

f rom Mr Pho lwane ind ica t ing tha t he is about to ema i l

me a le t te r (Annexure BM43) .

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I rece ived the le t te r wh ich ind ica ted tha t I was to

repor t fo r du ty on 27 March 2019. I t appeared as per

the le t te r tha t the board dec ided no t to upho ld the

sanc t ion o f the cha i rman o f the hear ing .

I was ins tead g iven a f ina l wr i t ten warn ing fo r the

ac ts o f m isconduc t fo r wh ich I was found gu i l t y by the

cha i rperson. I am pro found ly g ra te fu l tha t my

d isc ip l i nary o rdea l has been brought to an end by the

board .

Hav ing sa id tha t , and w i th respec t , I regard the

impos i t ion o f the f ina l wr i t ten warn ing as unwar ran ted

in the law and fac ts . I am cons ider ing my lega l

op t ions on the ou tcome o f the d isc ip l i nary hear ing

and the consequent f ina l wr i t ten warn ing . . . ”

And th is I am do ing fo r the sake o f my repu ta t ion as a

pro fess iona l person.

ADV ISAAC MONNAHELA : I f I may in te rvene. Were you g iven any

reason why ins tead o f be ing d ismissed, you were g iven a f ina l wr i t ten

warn ing?

MS BONGANI MATHEBULA : I was no t g iven any reasons . The le t te r

i s there . There were no reasons g iven. I a lso do no t know what the

board cou ld have exp lored to a r r i ve to tha t dec is ion .

ADV ISAAC MONNAHELA : You may proceed on paragraph 68.

CHAIRPERSON: Sor ry. Are you say ing – d id you say any th ing about a

le t te r?

MS BONGANI MATHEBULA : Yes , Commiss ioner.

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CHAIRPERSON: Which le t te r?

MS BONGANI MATHEBULA : The le t te r tha t no re ins ta ted me. A lso

ind ica t ing tha t the board dec ided no t to upho ld the recommendat ion o f

the cha i rman, bu t ins tead they are i ssu ing me wi th a f ina l wr i t ten

warn ing .

CHAIRPERSON: Ja , we l l i t does no t mean tha t they d id no t upho ld the

f ind ing o f gu i l t . I t i s jus t tha t the sanc t ion was changed. I s i t no t?

MS BONGANI MATHEBULA : The sanc t ion was changed, yes .

CHAIRPERSON: Yes . Okay. I suppose the minutes o f the

board . . . [ in te rvenes ]

MS BONGANI MATHEBULA : Wi l l ass is t . . . [ in te rvenes ]

CHAIRPERSON: Cou ld ass is t .

MS BONGANI MATHEBULA : May I p roceed?



“The pas t year has been d i f f i cu l t fo r me and my

fami ly. I have been hosp i ta l i sed fo r s t ress . I have

a lso los t inves tments to pay fo rced lega l and IT

fo rens ic fees . My sav ings are dep le ted and I am

indebted to var ious c red i to rs . My reputa t ion has been

impugned even w i th the f ina l wr i t ten warn ing . In

sp i te o f th is , I remain commi t ted to serv ing the PIC

as company secre tary and am hopefu l tha t the

Commiss ion and o ther good fa i th ro le -p layers can se t

th ings r igh t fo r the o rgan isa t ion . I w ish to rea f f i rm my

comple te devot ion to the PIC and i t s s takeho lders .

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MR EMANNUEL LEDIGA: A l l r igh t be fore we fo rward , two ques t ions .

G iven tha t the board go t your back in to the company, wou ld the

company pay back some o f the fees tha t you spent on your lega l f igh t?

Do you th ink so?

MS BONGANI MATHEBULA : The company, as I unders tand i t , the

d isc ip l i nary codes s ta tes tha t i f one is to used lega l representa t ion ,

they use tha t a t the i r own cos t . My p l ea to the Commiss ion is tha t ,

f i r s t o f a l l , my who le d isc ip l i nary hear ing was unwar ran ted .

I t was so le ly and I have demonst ra ted in my s ta temen tha t i t

was based on un founded a l l egat ions aga ins t myse l f . Hence, I am

imp lor ing upon the Commiss ion o f Inqu i ry to cons ider tha t aspec t .

MR EMANNUEL LEDIGA: Second ques t ion . I t seems l i ke you are

away f rom the PIC fo r about a year o r so , a round there . L ike how

d i f fe ren t i s i t now? I mean, you know, when you le f t there was a lo t o f

i ssues and s ince then there i s a Commiss ion o f Inqu i ry, peop le have

come, some have come back . How is the – how are you fee l ing abou t

the P IC? How is the env i ronment cur ren t ly f rom the t ime you le f t up

un t i l now? Jus t b road ly. Jus t s imp le and br ie f l y, you know. I f you can.

CHAIRPERSON: Which o f course , w i l l be your v iew.

MR EMANNUEL LEDIGA: Yes .

CHAIRPERSON: Because o thers may th ink o therw ise .

MS BONGANI MATHEBULA : O f course , i t i s my v iew, Commiss ioner.

Yes . Aga in , my v iew. The pr io r – there was a s t ree t (? ) o f fear a t the

P IC, you know, bu t a f te r I came back now and I do no t know whether i t

i s because o f the Commiss ion o f Inqu i ry, I fee l tha t employees are

much f reer to speak the i r m inds as we l l and I th ink even w i th the

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cur ren t leadersh ip , the cur ren t CEO, I be l ieve , he i s rea l l y t r y ing h is

bes t to ensure tha t there i s a lso fu l l par t i c ipa t ion .

And one o f the th ings – I am go ing to g ive you an example

now. One of the th ings I have observed is , p r io r my suspens ion be fore

we cou ld amend the te rms o f re fe rence o f fo r ins tanc e the PMC and

Exco, they were c lauses in those te rms o f re fe rence tha t sa id tha t no

meet ing w i th have a quar r ion in the absence o f the CEO and the CFO.

I f bo th o f them are no t in the meet ing , there was never a

quar r ion . Even i f the who le Exco is there . We then changed those

th ings . So, what i s happen ing cur ren t ly r igh t now is tha t , because the

PIC is qu i te a busy en t i t y, i t takes dec is ions on a da i l y bas is .

So, the cur ren t CEO has c rea ted a mechan ism where you

cou ld have an Exco meet ing o r you cou ld have a board meet ing , a t the

same t ime you cou ld have a PMC meet ing , where the one o f the

execut ives cou ld be chare tha t meet ing .

So, I be l i eve tha t there i s in a way t ry ing to decent ra l i se the

power, you know, o f one par t i cu la r ind iv idua l . So , tha t i s m y

observa t ion f rom a p rocess and inves tment p rocess po in t o f v iew.

MR EMANNUEL LEDIGA: You can proceed.

MS BONGANI MATHEBULA : Okay. I am go ing to ta lk about the

preva i l i ng MOI .

“Ev idence had been presented be fore th is

Commiss ion about non -compl iance w i t h the

prov is ions o f the MOI , as i t re la tes to the execut ive

s t ruc ture a t the P IC, wh ich I fu l l y agree w i th and

imp lore the Commiss ion to ensure tha t th is i s

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addressed . There i s a rea l ex t reme urgency to

address the concent ra t ion o f power wh ich is ves ted in

the CEO and the CFO in the cur ren t execu t i ve

s t ruc ture .

I t i s undes i rab le to have inves tment , opera t ions ,

f inanc ia l , execut ive and assurance func t ions to be a l l

cen t red around two Execut ives .

I mus t s ta te tha t a t tempts were made to amend the

MOI in March 2017. The proposed amendments were

in i t ia ted th rough a le t te r f rom Min is te r Gordhan dated

24 March 2017. ( I t i s now Annexure BM44. I t w i l l be

Annexure BM45. )

On 29 March 2017 (Annexure BM45 wh ich w i l l change

to BM46) the board met to d i scuss the le t t e r o f the

min is te r.

Subsequent to the meet ing o f the 29 March 2017, a

reso lu t ion was c ra f ted to the min is te r to imp lement

the reso lu t ion o f the board and spec i f i ca l l y the

d i rec t i ve o f the M in is te r. (Now the reso lu t ion i s

Annexure BM47) .

The rev ised MOI w as f i led w i th CIPC on 30 March

2017 and endorsed on 19 Apr i l 2017. ( In Annexure

BM48 we w i l l ta lk about tha t . ) . . ”

And then we a lso then rece ived la te r on… I need to ind ica te

Commiss ioner tha t a t the t ime Min is te r Gordan wro te the le t te r to the

PIC, jus t a f te r tha t , when there were changes a t Nat iona l Treasury and

24 APRIL 2019 – DAY 32

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then we rece ive the le t te r da ted f rom Min is te r G igaba on the 19 t h Apr i l .

The le t te r… I jus t want to read i t fo r the record .

The le t te r f rom Mr G igaba was regard ing the amendments to

the MOI o f the P IC. I t i s da ted 19 t h Apr i l 2017 and i t says :

“ I have been adv ised tha t the CIPC has approved

the i r amendments on the MOI as per the board

reso lu t ions o f 30 t h March , resu l t ing in the PIC hav ing

a new MOI . K ind ly ensure tha t th is MOI i s no t

a f fec ted and urgent ly re f i l l ed the o ld MOI w i th the

CIPC fo r approva l , wh ich w i l l remain in ex is tence

un t i l I have we l l -acqua in ted myse l f w i th the PIC and

be in a pos i t ion to make an in fo rmed dec is ion any

amendments to the o ld MOI…”

I mus t say Commiss ioner tha t so me of the amendments

re la ted to the s t ruc tu ra l i ssues , the fac t tha t i t now, i t was tak ing away

the pos i t ion o f CIO, COO and CRO and hence I was say ing , there were

a t tempts dur ing my t ime to change those as we l l .

Bu t then based on the ins t ruc t ion f rom Min is te r G igaba who

had to now re f i l l ed the o ld MOI . So, we are now back w i th the o ld MOI

wh ich now, in te rms o f s t ruc ture , a lso requ i res the PIC to have a CIO,

COO and CRO.

“ I t shou ld be no ted tha t p r io r to those abovement ioned

processes there was a lega l t ha t was sought on these

aspec ts…”

MR EMANNUEL LEDIGA: Can I jus t ask someth ing , bu t I am not sure

whether you might have an answer, bu t do you know tha t the CIO

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pos i t ion across the board i s no longer a b ig pos i t ion , genera l l y,

g loba l l y?

MS BONGANI MATHEBULA : I t i s no longer…?

MR EMANNUEL LEDIGA: The CIO pos i t ion i s no longer as b ig as i t

was l i ke the ten years ago and a l l tha t . Do you know tha t?

MS BONGANI MATHEBULA : No, I do no t know tha t .

MR EMANNUEL LEDIGA: I am jus t say ing g loba l asset managers an d

loca l l y here , tha t pos i t ion i s no longer as b ig as i t was . You do you no t

know tha t?

MS BONGANI MATHEBULA : I do no t know tha t , Mr Commiss ioner.


MS BONGANI MATHEBULA : My bas is i s on ly based on the PIC and

the fac t tha t the P IC is an asset manager. I do no t know the g loba l

t rends in tha t .

“Employee ins tab i l i t y :

I se t ou t hereunder how the company exper ienced

func t iona l ins tab i l i t y, caus ing ins tab i l i t y among s ta f f

members and w i l l use my own exper ience as an

example :

The res ignat ion o f Ms Pet ro Dekker :

A f te r the res ignat ion o f Ms Dekker in 2016, the

fo rmer Execut ive Head o f Corpora te Serv i ces , the

func t ions o f the Corpora te P lan and Records

Management were added to my depar tment w i thou t

add i t iona l Human Resources ac company ing the

func t ion .

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Dur ing an Exco meet ing o f 2017, the func t ion to do

the Corpora te P lan was removed f rom the company

secre tar ia t to the execut ive ass is tan t in the o f f i ce o f

the CE.

I t i s common prac t i ce fo r func t ions to be moved f rom

one depar tmen t to another w i thout fo l l ow ing a sound

t rans i t iona l p rocedure . Th is was in my v iew

exacerbated by the lack o f a p roper success ion p lan

a t the t ime.

The Board dec ided dur ing the s t ra tegy sess ion he ld

in Oc tober 2017 tha t the func t ion o f records

management cannot be per fo rmed by the Off i ce o f the

Company Secre tar ia t to ensure tha t the company

secre tary devotes a t ten t ion to the func t ion ing o f the

board and not per fo rm management func t ion .

Appo in tment o f P IC representa t i ves to inves tee

compan ies :

The PIC makes recommendat ions to nominate and/o r

appo in t non -execut ive d i rec tors to inves tee

compan ies in cer ta in inves tments .

Th is func t ion was per fo rmed by the Company

Secre tar ia t team unt i l the fo rmer CEO through an

Exco reso lu t ion took a dec is ion to remove the

func t ion f rom company secre ta r ia t and moved i t to a

pos i t ion wh ich he had inc luded in the o rgan iza t iona l

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s t ruc ture o f Execut ive Head of Inves tment

Management .

I persona l l y was no t averse to such an Exco dec is ion

however th is was done w i thout p roper gove rnance

processes and lack o f communica t ion w i th re levan t

s takeho lders espec ia l l y inves tee compan ies

themse lves and the board . Some inves tee compan ies

cont inued to communica te w i th Company Secre tar ia t

Depar tment , desp i te my reques t tha t inves tee

compan ies be in fo rmed o f the changes .

The appo in tment o f PIC non -execut ive d i rec tors in to

the boards o f inves tee compan ies may have overs igh t

mer i t s . However, th is p rac t i ce poses po ten t ia l o r

perce ived conf l i c t o f in te res t wh ich needs to be re -

assed. The conf l i c t o f in te res t wh ich app l ies i s no t

on ly conf l i c t in te rms o f the Compan ies Ac t bu t a l so

conf l i c t in te rms o f the FAIS Ac t .

The in te res t o f the inves tee company and the c l ien t

has to be ba lanced but cer ta in ly a l igned as we l l . The

concept o f checks and ba l ances has to app ly.

One remedy to cure th is wou ld be to appo in t a mix tu re

o f in te rna l and ex terna l cand ida tes .

CHAIRPERSON: Sor ry, sor ry. When you ar r i ved a t the PIC what

sys tem was used w i th the appo in tment o f represen ta t i ves on inves tee

compan ies? Was i t the CEO who dec ided on i t o r was i t in someone

e lse?

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MS BONGANI MATHEBULA : Oh, you mean the process . Okay, so in

te rms o f the process , Mr Commiss ioner. The employment o f in te rna l

employees was a mat te r tha t was de legated to the CEO. However, the

appo in tment o f ex terna l cand ida te or P IC non -execut ive d i rec tors was a

mat te r wh ich was de legated to the D i rec tors A ffa i r s Commi t tee o f the

board .

So, bu t however, i f there were agents appo in tment tha t requ i re

the CEO to s ign o f f , those w i l l be made by the CEO and then we w i l l

then go to the DA fo r cer t i f i ca t ion , because somet imes , there cou ld be

agent in appo in t ing board members .

We a lso had in p lace a d i rec to rs da tabase wh ich we kept a t my

of f i ce o f CV’s o f po ten t ia l cand ida tes tha t we cou ld ident i f y to be

appo in ted to those inves tee compan ies , compr is ing o f ex terna l

cand ida tes .

We a lso , we are do ing i t in l ine w i th the governance po l i cy a t

the t ime wh ich I am go ing touch on i t b r ie f l y, on some o f the aspec t

tha t i t sought to address .

CHAIRPERSON: Why a re you sugges t ing tha t i t i s be t te r fo r i t to be

done by the secre tar ia t?

MS BONGANI MATHEBULA : I am not say ing i t i s be t te r to be done by

the secre tar ia t , Commiss ioner.

CHAIRPERSON: What i s your v iew? What d id you say about the

secre tar ia t?

MS BONGANI MATHEBULA : Sor ry?

CHAIRPERSON: What d id you say about the secre tar ia t?

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MS BONGANI MATHEBULA : I am say ing , Commiss ioner i f you look a t

paragraph 182, I am say ing tha t th is func t ion was per fo rmed by the

Company Secre tar ia t Team un t i l the fo rmer CEO and Ex co reso lu t ion

took a dec is ion to remove the func t ion f rom the company secre tar ia t

and moved i t to a pos i t ion wh ich he had inc luded in the organ isa t iona l

s t ruc ture o f the execut ive head o f inves tment management .

I persona l l y was no t averse to such an Exco dec is ion , because

i t i s a management func t ion .

CHAIRPERSON: So , when you ar r i ved there , i t was a l ready done?

MS BONGANI MATHEBULA : When I a r r i ved , i t was someth ing tha t was

per fo rmed by my d iv is ion , bu t then i t was la te r moved to another

d iv is ion wh ich i s okay. I mean, i t i s a management func t ion i f you th ink

about i t .

CHAIRPERSON: You do no t want to see i t come back to your d iv is ion .

I am say ing tha t because you sa id i t i s a management func t ion anyway

or shou ld be .

MS BONGANI MATHEBULA : We l l , i t i s a management func t ion i f you

th ink about i t because - a l though i t i s a func t ion tha t has a lo t o f

governance aspec ts to i t , i t i s about appo in tment o f bo th the inves tee

compan ies . Where was I?

ADV ISAAC MONNAHELA : Paragraph 185.

Paragraph 185 :

“Some o f the in i t ia t i ves tha t I presented to the DAC

(And my presenta t ion i s the re in Annexure BM51

wh ich w i l l be BM52) wh ich hope may ass is t th is

Commiss ion o f Inqu i ry, were the fo l low ing :

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The in tegra t ion o f p rov is ions o f ro ta t ion o f nominee

d i rec tors , tha t i s th e tenure sha l l no t exceed th ree

years and be sub jec t to annua l rev iew…”

I am go ing to t ry to expand a l i t t l e b i t on th is , Commiss ioner

because a t the t ime, there were a lso concerns tha t the tenure o f some

o f the d i rec tors o f non -execu t ive d i rec tors tha t w e have sent to those

inves tee compan ies , seemed to have been qu i te long.

So, they were no t be ing ro ta ted . So, we are t ry ing to

in t roduce tha t aspec t o f ro ta t ion as we l l , wh ich a lso , you know, I th ink

i t a lso ass is t in te rms o f independence.

Because somet imes when a d i rec tor has been s i t t ing in the

board o f a company fo r qu i te some t ime, the i r independence tends to

ques t ioned. So, tha t was an aspec t tha t were in t roduced.

“We have a lso in t roduc ing a qua l i ta t i ve measure o f

ef fec t i veness o f the board and in d iv idua l nominee

d i rec tors to ach ieve a des i red ou tcome and we

wanted a 360 degree independent annua l

assessments to be done….”

So , a t the t ime when I came to the PIC, those were no t done

and I fe l t tha t i f tha t – those cou ld be done, i t wou ld g i ve the PI C a

p ic tu re o f whether those – the peop le tha t were sent to those boards

were add ing va lue in te rms o f what they were do ing in those inves tee ,

and fo r us to assess tha t , w i l l be based on those assessments , tha t the

inves tee compan ies w i th the PIC.

“We a lso wanted the remova l o f re fe rence to a

t rans i t iona l per iod…”

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A t the t ime o f my appo in tment , the preva i l ing po l i cy s t i l l was

hav ing a t rans i t iona l per iod and th is t rans i t iona l per iod was on the

issue o f appo in t ing a d i rec to r to e l i c i t inves tee company in So uth

A f r i ca .

So, one o f the th ings to t ry and to avo id compet i t ion law and

ant i - compet i t i ve behav iour, the recommendat ion was tha t we cannot

appo in t d i rec tors to inves tee company in l i s ted en t i t ies , where the

pr imary l i s t ing i s in South A f r i ca .

So, when they were t ry ing to do away w i th tha t , there was a

t rans i t iona l per iod and I fe l t tha t the t rans i t iona l per iod a t the t ime

before me was a year and I fe l t tha t I am in 2017. I am s t i l l s i t t ing w i th

tha t t rans i t iona l per iod .

I fe l t tha t we needed to do awa y w i th tha t t rans i t iona l per iod

and you know, t ry and imp lement tha t , because there was a rea l r i sk o f

hav ing to have to dea l w i th compet i t ion i ssues .

I f , fo r ins tance, a d i rec tor i s s i t t ing in a l i s ted en t i t y in South

A f r i ca where the compet i t ion commiss ioner may ra ise i ssues o f

compet i t ion laws, fo r ins tance, o r ins ider t rad ing .

“We were a lso ta lk ing about the i ssue o f inc lus ion o f

sampled D isc losure and Representa t ion Permiss ion

Agreement as an annexure to the po l i cy…”

So , one o f the th ings aga in was t he issue o f the – how do you

dea l

w i th in fo rmat ion when you are appo in ted to an inves tee company where

a t the same t ime you are an employee o f the P IC. How do you dea l

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wi th in fo rmat ion tha t you ge t in your capac i t y as a d i rec tor o r as a non -

execut ive d i r ec tor in an inves tee company.

And we wanted to in t roduce a mechan ism where the inves tee

company and the PIC cou ld then en ter in to tha t d isc losure and

representa t ion permiss ion agreement , so tha t when spec i f i c i ssues o f

in fo rmat ion are to be d isc losed, the re i s an agreement to tha t e f fec t .

So tha t those d i rec tors a re no t found want ing to have

d isc losed to the PIC in fo rmat ion wh ich they were no t supposed to have

d isc losed.

“The remova l o f except ions w i th respec t to the

proh ib i t ion o f non -execut ive d i rec tor s and employees

f rom serv ing on boards o f inves tee compan ies l i s ted

i n South A f r i ca…”

I have a l ready ta lked about th is .

“The inc lus ion o f c r i te r ia w i th respec t to ca tegor ies o f

employees who can serve on boards o f inves tee

compan ies based d i f fe ren t fac tors tha t wou ld have

been the va lue o f the inves tment and the s t ra teg ic

nature o f the inves tment…”

Because one o f the th ings there was , fo r ins tance, i f you have

a b ig inves tment in – I am jus t go ing to g ive an example o f an

inves tment tha t i s coming to mind now.

In Kenya, fo r ins tance, where you have inves ted in Cayan.

What – do you send a sen ior execut ive or do you send and a jun io r

execut ive?

24 APRIL 2019 – DAY 32

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So, those were some o f the th ings tha t we wanted to do and

you want to tes t the exper ience o f tha t par t i cu la r person tha t you are

send ing to tha t par t i cu la r company, g iven the fund ing tha t wou ld have

prov ided the s t ra teg ic na ture o f tha t par t i cu la r inves tment fo r the P IC.

So, those were some o f the th ings and hopefu l l y i t w i l l ass is t

th is Commiss ion to come to a c onc lus ion and then I am go ing to ta lk

about the de legat ion o f au thor i t y rev iew process .

“Dur ing 2017, there was a process to rev iew the

Delegat ion o f Author i t y and company sec re tar ia t was

respons ib le to ensure fac i l i t a t ion w i th a l l bus iness

un i t s and to e nsure tha t i t i s imp lemented . T

here was a need to rev iew the DOAs as the las t t ime

tha t was done was 2015.

Engagements were he ld w i th a l l re levant bus iness

un i t s and subsequent to tha t a l l inpu ts f rom the

bus iness un i t s and proposed changes to the

Corpora te DOA and the inves tments DOAs were

incorpora ted in the p roposed DOAs.

The proposed DOAs were submi t ted to respec t ive

PMCs and Exco. Exco made a recommendat ion to

submi t to board fo r approva l v ia a Round Rob in

Reso lu t ion…”

The reason why i t was done v ia a Round Rob in , I be l ieve i t

was submi t ted to Exco on two d i f fe ren t occas ions and there was the

sense o f fee l ing tha t there was de lay in do ing tha t . Hence, Exco had

to u l t imate ly s ign o f f a Round Rob in Reso lu t ion .

24 APRIL 2019 – DAY 32

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“So, d ur ing the SEISS FIP meet ing o f 2 3 Augus t

2017, the proposed DOA for un l i s ted inves tments was

submi t ted fo r recommendat ion to the board fo r

approva l . The commi t tee d id no t approve the

proposed DOA, as management was reques ted do a

wr i te -up on the proposed changes and to p rov ide

reasons f o r the changes , wh ich management

under took to do .

A f te r the SEISS meet ing , the CEO ca l led me to h is

o f f i ce and was very upset . He asked me who gave

me permiss ion to submi t the p roposed DOA.

Th is gave an impress ion tha t I on my own in i t ia t i ve

dec ided to submi t the document . I was taken aback

by th is query s ince Exco had made recommendat ions

to submi t the rev ised DOAs to the board fo r approva l

wh ich the CEO h imse l f s igned o f f .

A f te r our b r ie f meet ing I then wro te an emai l to h im to

c la r i f y and a lso ind i ca te my concerns in te rms o f the

process . ( I have annexed tha t emai l . )…”

I am go ing to ta lk about the incent ives .

“The approva l and annua l sa la ry ad jus tments fo r Tie r

1 and Tie r 2 to management o f the PIC fo r the

f inanc ia l year end ing 31 March 2017. ( Annexure

BM53)

The min is te r wro te to the cha i rman o f the board on

6 t h November 2017, ra is ing i ssues regard ing the

24 APRIL 2019 – DAY 32

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process fo l lowed to ob ta in approva l fo r the incent ives

o f Tie r 1 and Tie r 2 and h igh l igh ted amongs t o thers

the fo l low ing…”

And I am go ing t o quote f rom h is le t te r. He sa id :

"The submiss ion reques ted sa la ry ad jus tment o f

average o f 33% inc rease w i th e f fec t f rom 1 Apr i l

2017, bu t records shows tha t in 2015/2016 f inanc ia l

year. P IC 's execut ive d i rec tors and execut ive heads

rece ived sa la ry ad jus tment o f be tween 30% and 32%

and w i l l rece ive 7% inc rement in 2016/2017 and 0%

inc rease in 2017/2018 and the submiss ion d id no t

have re levant s ignature f rom the board cha i rman and

the cha i rperson o f the Human Resources and

Remunera t ion Commi t tee .

The submiss ion on ly has the CEO's s ignature , who

a lso s igned on beha l f o f the CFO. "

The min is te r then h igh l igh ted the communica t ion

pro toco l , wh ich i s fo l lowed by a l l o ther en t i t ies under

h is por t fo l io , when mak ing submiss ions fo r h is

cons idera t ion , where in sub miss ions are submi t ted by

the board cha i rperson th rough the Company

Secre tar ia t o f f i ce to the min is te r…. ”

And then, I have a lso a t tached tha t the cor respondence

min is te r.

I w i l l l i ke to imp lore to th is Commiss ion when mak ing

recommendat ion to make a de term inat ion on a

24 APRIL 2019 – DAY 32

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cent ra l i zed communica t ion o f f i ce be tween the

shareho lder and the PIC. …”

I do a lso be l ieve , Commiss ioner tha t th i s one area wh ich a lso

cause a a lo t o f confuss ion a t the P IC where cer ta in d iv is ions w i l l be

communica t ing d i rec t l y to the Nat io na l Treasury, you know.

I th ink there shou ld be a cent ra l mechan ism to communica te

be tween the Nat iona l Treasury and the PIC.

MR EMANNUEL LEDIGA: Jus t a ques t ion on paragraph 189. The

sa la ry inc reases o f 33%. Were th is par t o f the res t ruc tur ing

programme in 2015? D id they ar ise because o f tha t?

MS BONGANI MATHEBULA : Unfor tunate ly, Commiss ioner. I was no t

there when the res t ruc tur ing happened. I be l ieve so , f rom the

communica t ion f rom the min is te r. Ja .

MR EMANNUEL LEDIGA: Yes , i t wou ld be . . . [ in t e rvenes ]

MS BONGANI MATHEBULA : Because i t re fe r red to 2015/2016

f inanc ia l year.

MR EMANNUEL LEDIGA: So , i t i s qu i te l i ke ly tha t because o f the

changes o f the s t ruc ture , peop le then go t more money and w i th

d i f fe ren t bends . Ja?



MS BONGANI MATHEBULA : Shou ld I p roceed?



24 APRIL 2019 – DAY 32

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“The wh is t le -b lowing and recommendat ions to th is

Commiss ion o f Inqu i ry :

I f the Commiss ion is so minded, I wou ld urge i t to

make recommendat ions concern ing the c rea t ion o f a

t ru ly i ndependent wh is t le -b lowing po l i cy and

procedure a t the P IC. I t was no t idea l tha t the

tens ions wh ich bu i l t up the conduc t o f the prev ious

CEO and some board members found express ion in

the scur r i lous a l l ega t ions o f James Nogu.

But w i th channe ls fo r au thor ized wh is t le -b lowing

b locked by a cu l tu re o f v ic t im iza t ion , the abuse o f

fo rens ic inves t iga t ions and lega l p rocesses .

These symptoms a re bound to emerge aga in . I t i s

na ïve to assume tha t the po l i t i ca l and o ther fo rces

tha t sought to cap ture P IC dec is ion mak ing w i l l

s imp ly des is t in fu tu re .

In tha t con tex t , i t needs to be made as easy, sa fe and

non-s t igmat is ing as poss ib le fo r persons w i th

knowledge of wrongdo ing even a t a sen ior leve l to

b r ing th is to the a t ten t ion o f the board , the

shareho lder, the execut ive or a t ru ly independent

ombud.

Cur ren t ly, the P IC wh is t le -b lowing po l i cy i s

inadequate and leaves a lo t to be des i red when i t

comes to d isc losures about sen ior execu t ives w i thout

such a wh is t le -b lower expos ing themse lves to the

24 APRIL 2019 – DAY 32

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har rowing exper iences I have undergone . The cu l tu re

o f repor t ing on e th ica l b reaches is no t embedded.

The leakages o f in fo rmat ion is a c lass ic example

where employees a re no t f ree to repor t uneth ica l

conduc t .

Hence the cu l tu re o f comply ing w i thout ques t ion ing

the leadersh ip fo r fear o f v ic t im iza t ion and

persecut ion i s p reva len t a t the P IC.

A l though there i s a cer ta in leve l o f independence to

the po l i cy inso far as repor t ing i s concerned, the

po l i cy a l so says tha t In t e rna l Aud i t mus t then repor t

to the CEO any wh is t le -b lowing mat te r tha t has come

to the i r a t ten t ion .

The po l i cy does no t dea l w i th the fac t tha t the CEO

h imse l f may be imp l ica ted . I t there fore goes w i thout

say tha t employees who w ish to repor t cor rup t ion ,

i r regu lar i t ies and impropr ie ty aga ins t management

wou ld fear to do so .

Hence i t i s poss ib le tha t emp loyees may resor t t o

o ther means .

E th ics and Eth ica l Cu l tu re :

The PIC requ i res an au thent ic e th ics management

func t ion tha t opera tes in earnes t a l l ow ing employees

to ques t ion and o f fe r d ivergent v iews to those o f

management , whereby issues a re debated ins tead o f

be ing imposed to employees by v i r tue o f sen io r i t y.

24 APRIL 2019 – DAY 32

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Not one tha t i s the re as t i ck box exerc ise bu t one

wh ich is func t ion ing .

The Execut ive Hea d o f R isk i s the e th ics o f f i ce r in

te rms o f the E th ics Po l i cy and the func t ion i s no t

per fo rmed f rom an e th ics management perspec t ive .

The Eth ics R isk Assessment remained an ou ts tand ing

agenda i tem in the Soc ia l E th ics Commi t tee s ince

2016 unt i l my suspe ns ion .

The board shou ld se t the tone a t the top and prov ide

a c lear s t ra teg ic d i rec t ion on the management o f the

company 's e th ics , bu t as au thors Pete r Rea et a l

sugges t :

“Corpora te e th ics cannot be reduced to compl iance .

One o f the un in tended and more un se t t l i ng

consequences o f a focus on e th ics as a compl iance

issue, they say, i s tha t t i ck ing a l l the boxes c rea tes

the i l l us ion o f reduc ing r i sk w i thout ac tua l l y do ing so .

The te rm tone a t the top has been in popu lar use ever

s ince the corpora te fa i lu res o f the ear ly 2000…”

That i s Enron, Wor ldCom and the l i ke . Th is led to the

board o f d i rec tors to accept tha t they needed to lead

by example by se t t ing the r igh t tone th rough the i r

own behav iour, bu t as management i s charged w i th

the respons ib i l i t y fo r l i v ing by and oversee ing the

imp lementa t ion o f the code of e th ics w i th in the

company, th is was o f ten where th ings came uns tuck .

24 APRIL 2019 – DAY 32

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Ul t imate ly accord ing to the Greek ph i losopher

Ar is to t le , mora l v i r tue i s learned, no t inher i ted and

exce l lence is no t an ac t , bu t a hab i t learned over

t ime. Leaders are a l ready teachers o f the i r cu l tu re ,

whether they are aware o f i t o r no t . The t ru th i s

un less the tone a t the top is t rans la ted as the tone in

the midd le , imp lementa t ion o f e th ics i s un l i ke ly to

f low to lower leve ls in th e company…”

And a l l ow me Commiss ioner, in my c los ing remarks , to say a

quote f rom an unknown author, wh ich resonates pro found ly w i th me

w i th me. I t says :

"Your l i f e has purpose. Your s to ry i s impor tan t . Your

d reams count , Your vo ice mat te rs . You were born to

make an impac t . . . "

I a lso want to thank the Commiss ion fo r g iv ing the PIC

employees a p la t fo rm to ta lk about the i r exper ience a t the P IC. Thank

you.

CHAIRPERSON: You sound a b i t emot iona l a t the end there .

MS BONGANI MATHEBULA : [No aud ib le rep ly ]

CHAIRPERSON: Mr Monnahe la , i s there any th ing e lse?

ADV ISAAC MONNAHELA : Mr Commiss ioner, may I jus t inqu i re

whether members o f the Commiss ion have ques t ions fo r the w i tness . I f

there are no ques t ions , tha t w i l l be the ev idence o f the w i tness and

tha t conc ludes the bus iness o f the day.

MR EMANNUEL LEDIGA: I jus t have one ques t ion , wh ich is jus t a b i t

d i f fe ren t . I f you go to paragraph 18. I t i s a s imp le ques t ion . Ja , the

24 APRIL 2019 – DAY 32

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f i r s t paragraph. Paragraph 18 on James Nogu. We are back to James

Nogu. The las t l i ne . I f you can jus t read i t fo r us? I t s ta r ts w i th the

p ic mak ing…

MS BONGANI MATHEBULA : Okay. The one tha t w i th , I re fe r to the

au thor?

MR EMANNUEL LEDIGA: Ja .


“The PIC mak ing d isc losures or a l legat ions o f ser ious

wrongdo ing , a lbe i t i t i n a h igh ly unor thodox and sca l l y

manner…”

MR EMANNUEL LEDIGA: Exp la in to me, why are you say ing th is? I

mean, I a lso found those le t te rs qu i te sca l l y, you know. So , can you

p lease exp la in why you f ind them sca l l y and unor thodox?

MS BONGANI MATHEBULA : Okay, I am go ing to say unor thodox ,

because i t – o f course i t d id no t fo l low the process wh ich one wou ld

have expec ted i t to fo l low, bu t then there were reasons g iven fo r tha t ,

why they d id no t fo l low the processes tha t they were supposed to have

fo l lowed in mak ing those a l legat ions .

Sca l l y in the sense tha t – and I th ink aga in , i t then war ran ts

my v iew tha t i t needed to p robed fu r ther, because i f you look a t i t , i t

was l i ke i t was touch and go . I t was no t de ta i l ed in te rms o f what

exac t l y a re the a l l egat ions .

For ins tance, i t ta lks about sa la ry ad jus tments . I t i s no t

spec i f i c , you know, in te rms o f what sa la ry ad jus tments . What p rocess .

What a re the spec i f i c i ssues tha t re la tes to those a l legat ions .

So, I fee l i t was a b i t sca l l y. H ence, aga in my conf i rmat ion i t

24 APRIL 2019 – DAY 32

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war ranted an independent inves t iga t ion .

MR EMANNUEL LEDIGA: Thank you.

CHAIRPERSON: I t has been a long day, Ms Mathebu la and I no t i ced

tha t you d id no t seem to be t ie r ing . You were jus t car ry ing on and fo r

tha t we are rea l l y, rea l l y g ra te fu l . Gra te fu l fo r the t ime you have spent

here . I t i s a long day indeed. I can fee l i t . And the courage tha t you

have and tha t you have shown in coming to g i ve ev idence and g ive us

a l l the in fo rmat ion tha t you have done.

I t has gone in to the issues tha t we are there to inves t iga te and

fo r tha t we apprec ia te your e f fo r ts . Jus t one th ing , o r ra ther, le t me

s ta r t o f f – o r end o f f by say ing .

I t may very we l l be tha t one o f these days be fore the end o f

the l i f e o f th is Commiss ion , we might ca l l you back to come and g ive

more exp lanat ion or en l igh ten us on cer ta in aspec ts and I hope tha t

you wou ld s t i l l make yourse l f ava i lab le , i f tha t were to happen.

MS BONGANI MATHEBULA : I w i l l make myse l f ava i lab le ,

Commiss ioner.

CHAIRPERSON: You w i l l m ake yourse l f ava i lab le . Thank you, once

aga in . Wi th regard to… Where was I look ing? I th ink in paragraph

167 o f your a f f idav i t , you ment ioned tha t you are cons ider ing – the las t

sentence o f tha t paragraph:

“ I am cons ider ing my lega l op t ions on the ou tc ome o f

the d isc ip l inary hear ing and the consequent f ina l

wr i t ten warn ing…”

Somewhere , I th ink , you are imp lor ing us as we l l to dea l w i th

your d isc ip l inary ou tcome and so on . I mus t say – and you are ta lk ing

24 APRIL 2019 – DAY 32

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about , you know, mon ies tha t you had expended t ha t you wou ld l i ke to

be compensated on .

Regre t tab ly, we do no t have the mandate or au thor i t y to o rder

whoever to pay money and so on , bu t I wou ld say to you what you say

in paragraph 167: That i s the r igh t course to fo l l ow. That i s

cons ider ing your leg a l op t ions in respec t o f tha t .

We do no t have the power to se t as ide a d isc ip l i nary

commi t tee dec is ion . We do no t have tha t au thor i ty. What we maybe to

say – we maybe ab le to say someth ing about i t , bu t we cannot se t i t

as ide .

So, your on ly op t ion i s w hat you re fe r red to in paragraph 167 .

So, thank you very much. For now you are excused.


CHAIRPERSON: And you sa id tha t i s the bus iness fo r the day?

ADV ISAAC MONNAHELA : Yes , Mr Commiss ioner.

CHAIRPERSON: A l l r igh t . T he Commiss ion w i l l then ad journ aga in

unt i l ten o ’ c lock tomorrow morn ing .

MEETING ADJOURNS UNTIL 25 APRIL 2019

Documents

COMMISSION OF INQUIRY OF THE PUBLIC INVESTMENT … › commissions › pic › trns › 2019-04-24-PICC-Tra… · 24-04-2019 · ADV ISAAC MONNAHELA: Paragraph 1. MS BONGANI MATHEBULA: