By Nomthantazo Nkambule | 2025-03-31

THE recent turn of events at SwaziMed has underscored deep-rooted governance challenges that threaten the integrity of corporate leadership in Eswatini, says Chairman of the Chartered Governance Institute of Southern Africa (CGISA) Sandile Mbhamali.

He said following a series of questionable actions, including the intervention of law enforcement in board proceedings; an Annual General Meeting was forcibly convened last week under highly irregular circumstances. The meeting, led by Principal Officer Peter Simelane, along said Chairman of the Board Sammy Dlamini, raises serious concerns about adherence to corporate governance principles and the rule of law.

Mbhamali noted that the insistence on proceeding with the AGM signals a fundamental disregard for governance frameworks. “We understand that some members walked out of the meeting, citing procedural irregularities that stemmed from the disputed status of the board. This raises critical questions: What authority do a suspended principal officer and a removed chairman have to convene and preside over an AGM? The absence of a duly constituted board undermines the legitimacy of any resolutions passed at the meeting and opens the door for legal challenges and further reputational damage,” he added.

The chairman said one of the most concerning aspects of the AGM convened by the two was the insistence by auditors to present the financial statements of the Fund. “While financial transparency is a core principle of good corporate governance, the manner in which this was orchestrated raises suspicion about the true motivations behind the meeting. It is imperative to question whether this was a genuine attempt at financial accountability or a strategic move to rubber-stamp predetermined outcomes.

Forced “The timing and manner of this forced financial presentation suggest an attempt to push through certain narratives without proper oversight and due process.” He said from a governance perspective, these events expose significant weaknesses in board oversight, ethical leadership, and regulatory enforcement. Mbhamali noted that the King IV principles on corporate governance emphasise the importance of: board independence – a suspended executive and a removed chairman should have no role in corporate decision-making processes. Their continued influence points to a failure in enforcing accountability mechanisms. Stakeholder Confidence; by disregarding due process, the Fund risks losing the trust of its members and key stakeholders.

The walkout by some members is indicative of a growing lack of confidence in leadership. Regulatory and legal compliance; ignoring corporate governance requirements undermines the regulatory framework designed to ensure fair and transparent operations. The authorities must take swift action to address these violations and restore governance integrity. Adding, Mbhamali said the SwaziMed situation demands urgent intervention to re-establish proper governance structures.

Through following these steps; regulatory oversight: The relevant authorities must step in to nullify any decisions made at the irregular AGM and ensure that future meetings adhere to legal requirements.

Forensic audit; a thorough independent investigation should be launched to assess potential financial mismanagement and ensure accountability. Stakeholder engagement; fund members, regulators, and governance bodies should be involved in restructuring efforts to restore credibility. “In essence, the events at SwaziMed represent a textbook case of governance failure. It is time for decisive action to be taken to prevent further erosion of institutional integrity.”

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