PIC’s Lanseria fight widens into governance storm over whistleblower claims

The Public Investment Corporation (PIC) board has confirmed that it has begun assessing allegations against chief executive Patrick Dlamini after receiving a whistleblower complaint that raises questions about governance, executive authority and conflicts of interest.

“The board has initiated an assessment of the credibility and substance of the allegations in accordance with the applicable frameworks, policies and applicable legal obligations,” said the board.

It added that Dlamini had been afforded an opportunity to respond in accordance with the principles of procedural fairness and natural justice.

The complaint, dated 9 June, was addressed to PIC chairperson David Masondo, deputy chairperson Gloria Serobe, the chairperson of the board’s Social, Ethics and Transformation Committee and the corporation’s whistleblower office. It calls for an independent investigation into Dlamini’s conduct and urges the board to consider placing him on precautionary suspension pending the outcome of any inquiry.

Parmi Natesan, chief executive officer at the Institute of Directors South Africa, told Daily Maverick, “From a governance perspective, a board should ensure that all whistleblower allegations are treated seriously, assessed objectively and investigated independently where warranted.

“Depending on the organisation’s governance structures and the nature of the allegations, the board may utilise one of its committees to assist with oversight of the matter. Where the organisation has a Social and Ethics Committee, that committee may have an important role in overseeing whistleblowing arrangements, monitoring organisational ethics and ensuring that whistleblower concerns are appropriately addressed.”

The complaint

At the centre of the complaint is the PIC’s handling of the long-running Lanseria Airport dispute and, in particular, a forensic investigation commissioned by the corporation into the transaction and a subsequent arbitration award issued in favour of shareholder Acapulco Trade and Invest 164.

The complainants allege that Dlamini authorised the appointment of PricewaterhouseCoopers (PwC) to conduct the forensic review without a board resolution approving the investigation. They contend that repeated requests for proof of such a resolution have gone unanswered.

The allegation echoes concerns previously raised by businessman Kagiso Matjila and his company, Acapulco, which have argued that the forensic review amounts to an attempt to revisit issues already determined through a final and binding arbitration process.

Earlier this month, attorneys acting for Matjila sent a letter of demand to the PIC board alleging unlawful interference with contractual relations, injurious falsehood and defamation. The letter threatens legal action against both the PIC and Dlamini.

The whistleblower complaint also alleges that Dlamini failed to disclose or properly manage conflicts of interest involving Lanseria Airport Holdings and infrastructure investment firm Harith General Partners.

According to the complaint, Dlamini did not adequately answer questions posed by Parliament’s Standing Committee on Finance in December 2025 regarding his previous directorships in Lanseria-related entities and his relationship with Harith and its founder, Tshepo Mahloele.

Natesan noted that the existence of a past relationship, commercial association or directorship does not automatically constitute misconduct or an improper conflict.

“The governance question is whether the relationship was transparently disclosed, appropriately managed and whether the executive’s actions remained aligned with the best interests of the organisation. Ultimately, boards should exercise judgement based on the specific facts and circumstances, recognising that not every connection constitutes a conflict, but that all potential conflicts should be assessed carefully and transparently,” she clarified.

The complainants further allege that Dlamini failed to recuse himself from matters involving Lanseria and Harith despite what they describe as clear conflicts of interest.

The PIC has denied that Dlamini acted improperly in commissioning the review. Before the board’s statement, the corporation told the Mail & Guardian that Dlamini had acted within his delegated authority in commissioning the forensic review.

Dlamini informed Parliament’s Standing Committee on Finance in December 2025 that the PIC would conduct an independent forensic review of the Lanseria transaction and the arbitration award issued in favour of Acapulco.

According to the PIC, the review was commissioned to determine whether all reasonable steps had been taken to protect the corporation’s investment in Lanseria Airport and safeguard the interests of its client, the Government Employees Pension Fund (GEPF).

“The PIC CEO acted within his powers and delegated authority to ensure accountability and to ensure that the PIC carries out its fiduciary duties to the GEPF by having the Lanseria settlement independently reviewed,” said the corporation.

The PIC added that once the forensic report is finalised, it will consider its legal options, including possible remedies against external counterparties.

When approached for comment this week, the PIC said the review does not aim to undermine the outcome of the arbitration process. “Instead, the review is to establish whether the PIC took all reasonable steps to protect its investment in Lanseria Airport and the interests of its client, the Government Employees Pension Fund (GEPF). Since joining the PIC in mid-2025, Dlamini declared his board position at Lanseria Airport, and that he subsequently resigned from this position due to his appointment to the PIC CEO position.” The CEO had nothing to declare in relation to the rest.

The background

The Lanseria dispute dates back to a 2017 funding arrangement in which the PIC advanced R333-million to Acapulco to acquire a 25% stake in Lanseria Airport. Acapulco later defaulted on repayments, resulting in an accumulated debt of about R630-million and prompting the PIC to perfect its shareholding in Lanseria Holdings.

An arbitration award later ordered the PIC to pay more than R411-million in compensation following the collapse of the financing arrangement. The PIC deposited R411.28-million, plus interest, into Mabotja Attorneys’ trust account, but demanded that the money not be disbursed pending review proceedings.

Acapulco’s lawyers have accused the PIC of acting in a manner that favoured Harith General Partners, alleging that its default was “engineered” to benefit the infrastructure investment firm. Mabotja Attorneys said they had long held reservations about the PIC’s conduct, claiming it appeared to prioritise Harith’s interests, including in a potential FlySafair-related transaction.

The attorneys also demanded full disclosure from Dlamini and the PIC board regarding any potential conflicts of interest involving Lanseria Holdings, FlySafair or Harith. They further asked whether Dlamini should be required to disclose under oath any current or prior commercial relationships with Mahloele.

SIU referral

The PIC’s governance problem deepened after PIC chairperson Masondo announced that matters arising from the Acapulco investment transaction would be referred to the Special Investigating Unit (SIU), following a legal review of the recent PwC forensic investigation. The PIC said this decision reflected new information uncovered through the PwC investigation and subsequent legal assessment.

The PIC said the SIU referral would proceed separately from its investigation into matters arising from the whistleblower report. The whistleblower process would continue independently so that the PIC could address the entirety of the multiple matters contained in the report.

Board challenges

The minister of finance has since held a special board meeting with the PIC to evaluate current challenges facing the corporation. The minister and the board agreed that stakeholders must urgently address legacy issues arising from historic PIC investments that continue to affect the work of the current board.

The meeting also rejected what it described as public campaigns and allegations designed to divide the minister, board and PIC, saying these created reputational risk and unfounded negative perceptions about the institution.

The PIC manages more than R3.6-trillion in public pension and social security assets.

For the PIC, the issue is no longer only whether it can claw back value from a contested Lanseria transaction. It is whether the institution can show that decisions involving billions in pension money are being made transparently, independently and without conflicts.

Daily Maverick reached out to Harith General Partners on Monday, 22 June, but had received no response by the time of publication on Tuesday, 23 June. DM