As far back as 2018, investors, particularly institutional investors, were already starting to use board tenure as a proxy for board independence and effectiveness for several reasons. According to the Institute of Directors South Africa (IoDSA) the reasons include:

• The fact that the median age of South African directors is 55 – the fear is that this cohort is not technology savvy enough to provide proper strategic guidance in a business environment at risk of disruption from technology innovation.
• Boards appear to be too pale and male. Restricting tenure lengths is seen as a way to open up board seats for governing body members from different groups who might help organisations better navigate competing stakeholder concerns.

While Oceana’s board is definitely not too pale or male and should be commended for its diversity in terms of race and gender, the tenure of the directors does merit closer inspection.

Parmi Natesan, chief executive officer of the IoDSA, says the rule of thumb for non-executive directors when it comes to acceptable board terms is three years, renewable for a further two terms – giving a maximum of nine years.

She notes that while somebody who is deeply familiar with an organisation can certainly add value, research shows that there is a point where the balance between the need for new blood and the value of experience shifts.  

A study by Sterling Huang titled Board Tenure and Firm Performance, reflecting on the relationship between board tenure and company, shows that on average, directors add more value until their eighth year, while a longer tenure tends to be associated with reduced positive impact on the company’s value.

When it comes to tenure, there are a few appointments on the Oceana board that stand out, as of September 2021.  

Chairman Mustaq Brey has served on the board for a whopping 26 years since his appointment in 1995. Brey is the co-founder of empowerment stalwart, Brimstone Holdings, and one of the company’s very first investments in 1995 was the purchase of a R7.5-million stake in Oceana. 

There is no doubt that his wealth of experience and close relationship has served to benefit and grow the company. However, at the age of 68, Brey is likely close to retirement and doubtlessly already has a succession plan in place. 

Neville Brink, who was recently appointed the company’s chief executive, has been on Oceana’s executive committee for a number of years, has been with the company for 25 years and is now on the board by virtue of his appointment as CEO. He seems a likely candidate for the position of next chairperson.  

Non-executive director Zarina Bassa resigned from her position as lead independent director at Woolworths Holdings on 1 March this year, on the grounds that she had been in the role for 11 years. 

Daily Maverick’s article highlighting her potential conflict of interest as a board member of both the JSE and Oceana was published on 28 February. However, Bassa denied any relation between the bad press Oceana has received and her resignation from the Woolworths board, before we could even ask the question. 

Bassa told Daily Maverick she had wanted to resign from the role after nine years as per good corporate governance, but stayed on for another two years at the request of the board. 

This does still raise questions, though, as she has been on the Oceana board for 10 years as of September last year – so as per her own logic, she should resign from the Oceana board, along with other board members whose tenure has exceeded the nine-year maximum – as per good corporate governance.

Peter de Beyer, who is an independent non-executive director, has been on the board since 2008 – or 13 years. Independent non-executive director Nomahlubi Simamane has been on the board for 12 years, having been appointed in 2009.

Locally, PwC’s “Non-executive directors’ practices and fees trends report” for February 2022 states that global advisory firm Institutional Shareholder Services advocates that directors holding five or more mandates should receive a negative vote from shareholders. Five members of the Oceana board are currently sitting on five or more boards.

The company has already had a raft of changes at C-suite level earlier this year. 

First chief financial officer Hajra Karrim was suspended on 7 February. The company has since dismissed her on charges of gross misconduct following a disciplinary hearing.

A week later, on 14 February, chief executive Imraan Soomra abruptly resigned with immediate effect, for personal reasons. He had been in the position of CEO for just under four years. Prior to that, Soomra was actually the company CFO for five years, a position which puts him squarely at the head of the company’s financials around the same time of the Daybrook transaction, which has been a bone of contention over the past year.

A month later, on 15 March, company secretary Adela Fortune resigned to “pursue other opportunities”. So, basically the whole C-suite that was in office in January this year is now out.

Neville Brink, who has been with Oceana since 1995 in various management positions, was appointed acting CEO and as an executive director with effect from February 2022. 

However, his official appointment as CEO (no longer acting) was only recently confirmed the day before the company announced its results for the six months to March 2022. 

Enter Ralph Buddle, who was appointed as acting CFO around the end of February. Both Buddle’s LinkedIn profile and the announcement from Oceana itself quite clearly named him as acting CFO. 

However, since then something seems to have changed. 

In the company’s annual report for the year to end September 2021, Buddle is clearly listed as acting company secretary, pending dispensation from the JSE. The company has confirmed that Buddle is currently acting in both roles.

This is a bit curious as Trevor Giles, a business development executive at Oceana has previously stepped into the role of acting CFO when Elton Bosch left the position and held the acting role until Karrim was appointed in November 202o.

The current board of Oceana stands as follows:

• Chairman and non-executive director Mustaq Brey (six boards): Is well respected in the business world and also the chief executive of Brimstone Investments which, at 25%, is the majority shareholder in Oceana. He is additionally chairman of International Frontier Technologies, and serves on the board of Aon, Equites Property Fund, FPG Property Fund and House of Monatic.
• Lead independent non-executive director Peter de Beyer: Has an Old Mutual background and, according to the Oceana website, he still sits on the boards of some Old Mutual subsidiaries although he is not a member of Old Mutual itself.
• Non-executive director Zarina Bassa (four boards): She is also an independent non-executive director at Mediclinic, Investec and the JSE.
• Lead independent director Peter Golesworthy: Also a lead independent director at Life Healthcare.
• Independent non-executive director Thoko Mokgosi Mwantembe (five boards): She holds a few non-executive board positions, namely with Royal Bafokeng Platinum, Old Mutual and Omnia, and is currently chief executive of the Kutana Group.
• Independent non-executive director Nomahlubi Simamane (six boards): Also an independent non-executive director for The Foschini Group, Cashbuild, Lenmed Health and Hollard Insurance, and is currently chief executive of Zanusi Brand Solutions.
• Non-executive director Nisaar Pangarker (five boards): Also a non-executive director for African People’s Investment Company, Commlife, Lion of Africa, Cape Town Philharmonic Orchestra and the Cape Town International Convention Centre. He is a managing executive at Brimstone Investments.
• Independent non-executive director Lesego Sennelo (six boards): Also a non-executive director for Assupol, Nampak and Redefine Properties. She is chairman of Onelogix and executive director of Gosele Advisory Services.
• Independent non-executive director Bakar Jakoet: Also a non-executive director for Pick n Pay, where he was previously CFO. BM/DM