Following the hammer blow from the two shareholders’ board reps, a number of frantic board meetings were held as the doomed directors desperately sought to cling on, rightly concerned that the market perception would be that they were booted off the board for gross dereliction of duty on approving the LTIP without reading despite its financial implications.
This well-placed fear was particularly acute for Mogopa, Kgatlwane and Leburu, with all three of them allegedly having left their prior corporate roles under a cloud. Mogopa had been demoted from Chief Finance Officer (CFO) of the largest bank in Botswana, First National Bank Botswana (FNBB) to Director – Retail, and housed in a cramped cubicle right in the middle of an open plan office filled with filing clerks at FNB’s First Place Headquaters (HQ).
Kgatlwane was dismissed as Botswana Insurance Fund Management (BIFM) CEO amid allegations of improper conduct with subordinates and incompetence after losing a large chunk of the Botswana Public Officers Pension Fund (BPOPF) mandates. BIFM is the largest fund management firm in Botswana, with P30 billion, in assets under management (AUM). BIFM was still the largest fund manager, even during Kgatlwane’s reign. She was also seen as cantankerous, yet ineffective, treading water and flailing around as chairperson of the Public Enterprise Evaluation and Privatisation Agency (PEEPA). Leburu, before being appointed executive director at Botswana Accountancy College, had been at Standard Chartered where she had left after being embroiled in issues around alleged misuse of corporate credit cards.
Dambe also sought to remain on the board reportedly in part to closely manage any fallout from his own allegations of impropriety related to the sale of Letlole’s hospitality assets and perhaps also hoping to tip-toe back from his own specific culpability for the LTIP and the aftermath. Dambe is a lawyer with 30 years experience, appointed to the board precisely for that legal expertise. Yet he boldly asserted, during the ex-CEO’s disciplinary proceedings, that the board did not have adequate legal advice when it approved the LTIP.
There were other backstories at play within the board and management. The ‘old’ board members felt that certain conclusions of the forensic report and disciplinary panel had been drafted in such a way as to cast them in a bad light. They charged that the current chairperson, Fred Selolwane, had handpicked the chairperson of the disciplinary panel from his home village of Tutume, had been in contact with him throughout the proceedings, and overpaid the panel for “a job well done”. The bill for 10-day proceedings topped the P1 million mark, more than double that figure if one factors in the forensic report.
But the ‘new’ directors, representing 70 percent of Letlole’s shareholding, were having none of it: they were like a dog which had locked its jaws on a bone and were not going to let go. The astute, thorough, self-made and straight-shooting Selolwane, having been deeply immersed in the case against the ex-CEO, and now fully aware of the real details, also blamed Dambe in particular for the schoolboy strategic error of publicly escalating the entire LTIP matter which he felt should and could have easily been settled early, quickly and painlessly. In his mind, open warfare was a route that presented catastrophic downsides, yet uncertain pay-offs.
So within a few weeks of working with the same board in cahoots with the executive assistant to wage war against the ex-CEO, an ambitious Mowaneng predictably turned on these directors, pole-axed and then gleefully tossed them overboard, delivering the company to a grateful Grit who achieved total control of the company without a single shot being fired or a contentious management agreement squabbled over. Insiders say that part of Mowaneng and Jonah’s actions were driven by a sense of revenge. During the previous year, the board had vetoed bonuses for both two, shifting the goalposts and ruling that the two were not eligible because they had joined Letlole after the 2019/2020 financial year had commenced.
Furthermore, Mowaneng, apart from seeking to obfuscate things and minimise her key role in the formulation, drafting and approval of the LTIP, held unbridled ambitions and sought an expedited route to the CEO role for herself. Hence there was little love lost between the ‘old directors,’ Mowaneng and Dinah Jonah, the executive assistant who had once been memorably described by a former boss, in a confidential job referral, as a “nosy busybody who routinely sought to insert herself into things well above her paygrade”. The board, as usual, was clueless of these swirling undercurrents surging right underneath them.
Selolwane never forgave Dambe and the old directors for sending him into battle on what he eventually came to see as false pretences and incomplete information. The original expectation had been a rapid two-day hearing, with all done, dusted and Mutiswa fired by mid-July. Instead, the matter dragged on until September with rattling skeletons of various shapes and sizes tumbling out of the cupboards.
Selolwane regretted ever taking on board the task of making the case to the disciplinary panel – although he was richly rewarded in fees and ultimately handed the chairmanship of the company for his sacrifices. It was an emotionally harrowing experience because Mutiswa pulled no punches and took the fight to Letlole’s very own doorstep, on a number of occasions providing evidence that the company was lying and concocting a case. He even confronted Selolwane, telling him to his face that they were unashamedly peddling a blatant lie.
At the beginning of the hearing, insiders say the ex-CEO startled Letlole with a thick dossier packed to the brim with evidence countering and overwhelming Letlole narrative. The development sent the company scrambling back to overhaul their key allegations and have a series of frantic clandestine late night phone calls between Themba Lebang (disciplinary hearing chair) and Selolwane. The latter was informed that Letlole’s allegations were all over the place, the matter was running away from them and there would be little that he (Lebang) could do.
All this took an immense toll on Selolwane whom at the board had always urged caution and negotiation with Mutiswa from the very beginning. But he had been shouted down by the ‘old’ directors whom, alternating between deep humiliation of the entire matter and terror of shareholders’ lawsuits for dereliction of duty, howled for nothing less than Mutiswa’s blood.
To be fair to Selolwane, the current chairman who displaced Mogopa had reportedly recruited his clansman Lebang to chair the ex-CEO disciplinary hearing. However, due to a series of blundering decisions taken by the rampaging ‘old’ directors who had developed extraordinary tunnel vision to the exclusion of all else as they remained fixated on Mutiswa, Selolwane found himself in a position where his hands were effectively tied tightly behind his back, the rope painfully cutting into his wrists.
On one hand, Selolwane had originally baulked at the interim and final invoices that Lebang and his panel, consisting of Tselele Fantan and Mpho Mothibatsela, had delivered to him for services rendered. However, Lebang stood his ground – he was of the opinion that against the odds and at great risk to own his reputation, he had delivered for his clansman Selolwane a conviction against Mutiswa so now had come in to cash his cheque.
There was also unrelenting pressure from the two lady panelists who sandwiched him, one on either side of him, clamouring for their pound of flesh – they had seen firsthand the figures involved, were aware of how weak the company’s case had been, and read the stories of the board’s largesse. It didn’t need a rocket scientist to figure out that it is not often that a client as desperate and as deep-pocketed as Letlole comes around; they were not going to pass up this chance of serious money. Therefore, the panel refused to yield.
More worryingly for Selolwane and the Letlole board were subtle, deniably vague hints quietly made that if the client was recalcitrant on paying, certain revelations from the hearing (damaging to Letlole’s carefully crafted narrative) would mysteriously find their way out into the public domain. During the stand-off over the panel’s fees, Lebang tightened the vice grip. In response to an email from Mutiswa requesting documentation of the proceeding, he wrote to the ex-CEO that the supposedly independent panel was awaiting certain documents from Letlole itself.
Thus the one person who could have saved the old board, current chairperson Selolwane, was completely unsympathetic, and was especially livid with Dambe who, though running point on the plot against Mutiswa, sought to remain in the background, publicly ‘clean,’ even declining to be interviewed by the investigator. The high-flying attorney had to be press-ganged, under threat of a lawsuit by the company, to be a witness at the disciplinary hearing.
After a number of increasingly heated meetings, the unwanted directors eventually read the writing which was emblazoned in big bold letters on the wall – they had been comprehensively routed. They all folded, agreeing not to put themselves up for re-election, with a deflated Kgatlwane retreating, out of steam, to her home village in Thamaga but hanging on to step down at the appointment of a new slate of directors, an event which occurred in January of this year with the new board taking over.
The board’s grand plan to deal with the LTIP matter now lay in tatters: paint a narrative tugging at the heartstrings, buttressed by an arrest of the ex-CEO by a police force star-struck by the figures involved and then all polished off by a well-paid investigator and disciplinary panel! Added to all this, a huge schism had split the board right down the middle. They were down. Hubris set off an inferno that eventually consumed them all.
With their fates sealed, all that remained was the announcements and timing of the directors’ departures. These were drafted and haggled over intensely, with the soon-to-be exiles intent on face-saving language and more crucially, with a nervous eye on shareholders, insisting on iron-clad legal guarantees absolving them from any culpability in the LTIP matter. The necessary statements were then released to the Botswana Stock Exchange Limited (BSEL).
