Johannesburg, 21 August 2025 – “The Chartered Governance Institute of Southern Africa (CGISA) takes grave exception to the suspension of its member, Ms Bernadetta Tabane, company secretary of SA Tourism by the agency’s now suspended CEO. Company secretaries report to the board, not to the CEO, who thus does not have the mandate to make a unilateral decision to relieve the company secretary of his or her duties or their removal,” says the CEO of CGISA, Stephen Sadie.

The company secretary, together with other staff had complained about the CEO’s management style. The affected individuals were given letters where they should provide reasons as to why they should not be suspended. Before these individuals could adequately respond in writing, they were called to the CEO’s office to verbally provide their reasons. This is an unsound labour practice.

CGISA warns that the proper governance principles may not have been upheld as SA Tourism faces a leadership crisis following the Minister of Tourism Patricia de Lille’s decision this week to dissolve the government agency’s Board.

The Board had earlier in the month suspended the CEO Nombulelo Guliwe on allegations of misconduct on the basis of investigations by the Auditor-General. In addition, the Board chairperson stepped down on 31 July 2025, with the remaining nine members of the Board continuing to conduct their duties until the Minister announced her decision. It would seem that the Minister did not engage properly with the Board on their reasons for suspending the CEO and instead moved swiftly to send letters to board members asking them to provide reasons why the Board should not be dissolved. Their responses to the Minister had no effect and the Board was summarily dissolved.

Sadie notes that while the full details of what transpired are not publicly available, there are strong indications that proper due diligence and governance principles as prescribed by King IV and the agency’s own procedures were not appropriately followed.

“The situation raises several concerns regarding a failure of governance. A minister should not undermine the role of the board – this step is guided by specific governance processes and best practice – in this case such a decision needed to be gazetted before it could come into effect. The minister also gives the impression that she is protecting the suspended CEO rather than supporting the Board who are responsible for hiring, overseeing the work of the CEO, and if necessary, also firing the CEO.”

Further unpacking the issue, Sadie explains that although the chairperson of the SA Tourism Board had resigned, it did not render the board dysfunctional. Any understanding of good governance suggests that the board should continue its fiduciary duties even in the event of the absence of a chairperson. The governance processes provide for interim measures – such as for an independent director to ensure the continuity of the board’s function while a new chairperson is in process of being appointed.

“It would appear that the Minister’s decision to dissolve the Board is linked to the round-robin manner in which the Board worked after the chairperson stepped down, taking the decisions to appoint a representative from among its members and to suspend the CEO. However, a board is permitted to do its work in this way, it does not have to constitute a meeting for example to take such decisions.”

As the primary institution involved with the development and accreditation of company secretaries, CGISA highlights the critical role played by the company secretary.

“Company secretaries are key figures in ensuring corporate governance and compliance within organisations. They act as advisors to the board, oversee legal and regulatory compliance, and manage company administration.

“Given that contrary to stipulated processes, the company secretary of SA Tourism was suspended by the CEO without the involvement of the agency’s Board, CGISA calls for transparent and governance-based principles to be fully respected in all further efforts to resolve leadership challenges at the agency,” concludes Sadie.

Issued by the Chartered Governance Institute of Southern Africa