The heavyweight non-executive board members of Steinhoff have collectively and individually suffered serious reputational damage since Jooste’s resignation in early December, and the spectacular collapse of the share price.
With the exception of Jooste and Wiese resigning from the Steinhoff governing board, the remaining non-executives have remained silent and none have resigned, to our knowledge.
What went wrong? Were they not informed by management? Did any of them ask the right questions?
What could a reasonable shareholder have expected them to do in discharging their duties?
The Act is quite clear: each director has to “exercise the powers and perform the functions of a director in good faith and for a proper purpose, in the best interests of the company, and with the degree of care, skill and diligence that may reasonably be expected of a person having the general knowledge, skill and experience of that director”. (S76 of the Companies Act).
Most if not all of these non-executives serve on several listed boards and earn significant fees. Reputation is everything – perhaps some of them will find it difficult to secure new appointments going forward, or even retain their existing appointments.