Eugene Ndhlovu

I’VE BEEN MIA. BUT FOR A GOOD REASON. The past few weeks, we've been operating at full capacity, fully immersed in matching some of the continent’s most exceptional professionals to board roles across sectors. The volume and complexity of the work required an all-hands-on-deck approach. Between candidate vetting, conducting board-readiness interviews, developing compelling board profiles, and ensuring alignment between individual readiness and board mandates, I thoroughly missed sharing my usual updates here. But before I share what’s been on my radar, there is an observation that has become impossible to ignore. It is something we intentionally address in our Global Certified Board Director Programme, yet even the most accomplished executives tend to miss it: The transition from executive mindset to director posture. It is a shift I’ll expand on shortly. But first, here are some of the key developments across leadership, governance, and institutional realignment that, in my view, warrant close attention: *The Barloworld transaction is quietly making history, clearing regulatory hurdles with precision and no serious opposition. Update coming soon. *Starlink’s school connectivity offer confirms my earlier prediction. Government appears ready to bypass the 30 percent Black ownership rule via an equity-equivalent model. *Vodacom’s CEO pay reveals only 26 percent of total remuneration retained post-tax, with R32 million directed to SARS. *MTN South Africa has announced the appointment of a Chief Consumer Officer for Prepaid effective 15 September. *Thungela Resources faced rising shareholder pushback at the latest AGM, with 40 percent voting against its 2025 executive pay policy. A significant shift from 94% support in the prior year. *Exxaro governance deep dive (Part II) is complete. However, its release has been intentionally delayed allowing for measured reflection on the implications of its findings. Raising uncomfortable truths in this environment often comes at a cost. Being a safeguard for governance is a professionally expensive stance in this continent. *Anglo American has announced leadership changes following the demerger, continuing its portfolio simplification strategy. *Grindrod Limited recently confirmed changes to its Executive Directorate. Another indicator of active board renewal across listed companies. *The suspension of the RAF CEO has sparked widespread speculation about political interference and legal intimidation. To explore or not to explore? *Ntate Kenny Fihla officially stepped in at ABSA early this week. His first 100 days will be interesting to watch. There is a lot to unpack, and I will. Keep your notifications on. Now, to the other matter that has consumed much of my time. In the course of assessing board candidates across public, private, and development sectors, one fundamental misconception continues to surface. It is perhaps the most persistent barrier to effective governance across Africa and beyond: The belief that executive excellence naturally qualifies one for board directorship. It is a dangerous assumption. Senior leaders often view a board appointment as the pinnacle of a distinguished career, the next rung on the leadership ladder. But what few realise, until it is too late, is that board directorship is not an extension of operational leadership. It is not a promotion. It is a professional pivot into an entirely different discipline. The role of a director is not to lead the organisation, but to govern it. Governance demands a different skillset, a different pace, and a different posture. Where the executive is immersed in operations, the director must remain above them. Where the executive is judged by outcomes, the director is judged by oversight. Where the executive drives execution, the director must ensure accountability, sustainability, and long-term strategic alignment. The board is not a place for operational heroics. It is a forum for institutional judgment. This distinction is critical and frequently misunderstood. I have watched seasoned C-Suite Executives enter the board environment confident in their ability to add value, only to quickly find themselves frustrated, sidelined, or misaligned. Not because they lacked brilliance, but because they did not recalibrate their approach. Many also fail to account for the reality of board politics. Governance spaces are not apolitical. Power is negotiated, alliances matter, and influence is often shaped behind the scenes. These dynamics are rarely documented but widely felt. Ignoring them does not absolve you from their consequences. Directors who underestimate the political architecture of the boardroom often struggle to contribute meaningfully, not because they lack insight, but because they misread the unspoken currents that shape how decisions are made and by whom. In governance, power is subtle. Influence is earned through presence, not performance. A director’s value is not in the number of words spoken, but in the depth and timing of their contribution. This is why we invest so intentionally in this recalibration within our Global Certified Board Director Programme. We do not train board members to step up. We train them to step away from habits that no longer serve them and step into a new standard of leadership rooted in fiduciary duty, strategic foresight, and collective accountability. The board of directors represents the apex of organisational authority. As the highest decision-making body, its primary responsibility is to govern in the best interest of the organisation and its stakeholders. This includes not only shareholders, but also employees, customers, regulators, and the broader communities the organisation serves. If you are serious about entering the world of boards, be prepared to unlearn. Governance is not about control. It is about stewardship. It's good to be back! #AskAsanteOnBoards

Barloworld’s Buyout: A Case Study in Leadership, Ownership, and Economic Transformation (Part 3) The Anatomy of Power: What initially drew my attention to this transaction was its sheer scale and significance. A Black-led management buyout at this level is virtually unheard of in South Africa. We have grown accustomed to unorthodox BEE 'handouts structured in ways that have created a generation of entitled shareholders who hold stakes without operational mastery of the businesses they own. We have accepted this narrative of tenderpreneuring, not because there isn’t talent, competence, or ambition within the ranks of Black executives, but because the corridors of power—those that decide who gets to own, control, and lead, have long been guarded by an unyielding gatekeeping system. This transaction is not about optics or symbolic transformation. This is about structural economic power shifting in real, tangible ways. If you have ever navigated the corporate world in South Africa without political backing, you will understand my firm stance on meritocracy. It is a battlefield where Black professionals and executives are subjected to a level of scrutiny that others are not. Our successes are questioned, our competence second-guessed, and our leadership constantly placed under a microscope—while our counterparts glide through on the unspoken currency of inherited trust and unchallenged legitimacy. This is why, from the moment the media narrative took a sharp turn—veering from transaction analysis to a targeted attack on the CEO—my instincts told me something was amiss. The framing was too familiar, too predictable: a subtle but deliberate attempt to delegitimize Black ambition in spaces where it is not expected to thrive. I knew then that this was about more than just a corporate deal; it was about control, legacy, and who is deemed “worthy” to build generational wealth at the highest echelons of business. So, I made the deliberate decision to dissect this transaction—not through the lens of orchestrated outrage, but through the cold precision of facts and history. Beyond the headlines, beyond the economic jargon, lies a deeper story about power, resistance, and the forces that dictate who gets to sit at the table. And more importantly—who does not. What I found was a masterclass in Leadership, Ownership, and Economic Transformation. This is not about political handouts. It’s about a deal backed by governance, strategic execution, and financial rigor. The kind of transformation that isn’t symbolic but structural. In my initial article, I broke down the governance mechanics behind this buyout. If you’ve followed this series, you’ll recognize the pattern, this isn’t just an attack on a transaction. It’s an attack on progress. At first, the focus was on the CEO’s dual role (Conflict of Interest), a concern I dissected in Part 1. Even as a governance specialist, I found the safeguards in place to be more than sufficient. The bottom line? How else would a boy from Soshanguve execute a management buyout in South Africa’s corporate landscape? The governance measures were thorough, yet the headlines persisted. When that narrative lost traction, the scrutiny conveniently shifted—to the board. Now, the attacks are conveniently cantered on governance, questioning whether the board is truly acting in the best interests of shareholders. But what is truly at play here? Barloworld's board is 80% independent, 50% women, and 70% Black South Africans—a composition that reflects the kind of leadership transformation South Africa has long advocated for. These aren’t just numbers; they represent a board built on experience, governance expertise, and strategic oversight. Yet, despite these credentials, questions about the board’s ability have taken canter stage. Why? Would these same questions be raised if the board had a different demographic makeup? History suggests otherwise. For years, corporate South Africa has had male-dominated, homogenous boards that rarely faced this level of scrutiny. Suddenly, a highly competent and diverse leadership team is in place, and we are being told that governance concerns are the core issue. The timing is suspicious. Addressing the Governance Smokescreen Let’s get to the facts: Independent Oversight: The board immediately put governance structures in place when the CEO's role in the buyout was confirmed. He was recused from discussions, and an independent board was tasked with evaluating the transaction. Regulatory Compliance: The deal has been reviewed under South Africa’s Takeover Regulations and has adhered to the JSE’s governance requirements. Proven Track Record: Since adopting its fix, optimize, and grow strategy in 2017, Barloworld has returned R16.5 billion to shareholders. The board has overseen consistent value creation. These are the hallmarks of good governance, not a board in disarray. A Pattern We Can’t Ignore The scrutiny facing Barloworld is part of a larger trend where diverse leadership faces more intense pushback than traditional power structures. We see it time and again: -When women rise into leadership roles, they face higher performance expectations and harsher criticism. -When Black executives take charge of high-value transactions, there are sudden concerns about governance and risk. -When transformation reaches the boardroom level, it’s met with manufactured doubts about competence and strategy. Is this really about governance? Or is this about who is leading and what that represents? The Media’s Role in Shaping Perception The power of media narratives cannot be ignored. The constant repetition of “governance concerns” and “shareholder risk” in headlines shapes perception, regardless of the facts. It plants doubt, influences sentiment, and can ultimately impact decision-making at a shareholder level. For those invested in economic transformation, this moment is bigger than Barloworld. It is a test case for how leadership shifts in corporate South Africa will be handled moving forward. If this diverse, independent, and highly competent board is treated as a governance risk, what precedent does that set for other companies looking to transform their leadership structures? What signal does this send to aspiring Black executives, women leaders, and the next generation of corporate trailblazers? I will leave that to you to ponder on. As covered in Part 2, after both the AGM and the EGM, the deal has officially entered the Standby Offer phase. This is a critical inflection point for shareholders. For those questioning whether rejecting the Standby Offer carries real risks, the case of Bell Equipment serves as a pertinent example. The media's portrayal of corporate buyouts significantly influences public perception and shareholder sentiment. In the case of Bell Equipment, coverage predominantly highlighted the financial aspects of the buyout, emphasizing the premium offered to shareholders and the strategic rationale behind delisting. Articles focused on the potential benefits of restructuring in a private setting, with headlines like "R5bn buyout offer drives Bell Equipment to 45% surge on JSE" underscoring the positive market reaction. The narrative was largely cantered on the business implications, with minimal scrutiny of the founding family's intentions or governance practices. In contrast, the proposed buyout of Barloworld has been met with intense media scrutiny, particularly concerning leadership and governance issues. Reports have focused on shareholder opposition. I spent a considerable amount of time thoroughly reading through Barloworld’s SENS announcements and all official communication pertaining to the transaction. Even the so-called headwinds that biased media outlets keep referencing—particularly regarding Russia, are unfounded. If anything, this board should be applauded for its impeccable governance and strategic execution. This past week, Caterpillar also made its stance clear, it supports transactions of this nature. So where is the real hold-up? Part 2 provides clear insight into who and what is obstructing progress. In light of International Women’s Day, I want to take a moment—both personally and on behalf of Strategic African Women In Leadership (SAWIL)—to send a special salute to the Chairperson of Barloworld, Dr Nolulamo Nobambwisano Gwagwa (BA, MSc, PhD, MPhil), and her board of highly competent, powerful Black women: - Nopasika Lila -Neo Violet Mokhesi -Nomavuso Patience Mnxasana -Bashirat Odunewu This is clearly a board of highly qualified and experienced professionals—leaders with decades of expertise in governance, finance, strategy, and corporate oversight. Yet, despite these credentials, their ability has been called into question. Why? Anyway, I digress. Happy International Women’s Month, ladies! You make me proud to spell my name—Woman! #AskAsanteOnBoards

Barloworld’s Buyout: A Case Study in Leadership, Ownership, and Economic Transformation Dominic Sewela, the Group CEO of Barloworld Limited, is at the center of one of South Africa’s most high-profile corporate transactions. Leading a R23 billion buyout of the very company he helms, Sewela has drawn both praise and scrutiny—a testament to the scale and significance of this deal. A Chemical Engineer by training, Sewela is far from an ordinary corporate executive. He is a seasoned business leader with over 30 years of experience spanning the energy, petroleum, oil & gas, and agricultural sectors. His track record includes: Co-founding Exel Petroleum, South Africa’s first wholly black-owned fuel retail company. Playing a key role in establishing the African Mineral and Energy Forum (AMEF), advocating for black participation in the industry. Now, in 2025, he is leading an ambitious buyout that will transition Barloworld from a publicly traded company to a private, Black-owned industrial giant. From Executive to Ownership: Sewela’s Journey to the Buyout Sewela’s rise to the top of Barloworld Limited was no accident. His leadership journey is marked by progressive responsibility and deep operational expertise: -2007-2011 – CEO of Barloworld Equipment -2011-2012 – Promoted to Chief Operating Officer (COO) of Barloworld Equipment -2012-2016 – Appointed CEO of Barloworld Equipment -2016 – Became Deputy CEO of Barloworld Limited -2017-Present – Appointed Group CEO of Barloworld Limited Sewela’s remarkable leadership is no coincidence. Born in Soshanguve, a diverse community near Pretoria, his entrepreneurial journey began early. Confronted by challenging family circumstances, he launched his first business—selling peanuts at school. This early foray into entrepreneurship, coupled with the powerful influence of the women in his family influenced his approach to diversity. Who Is Buying Barloworld? The entity leading this transaction, Newco, is a newly formed company set up to acquire 100% of Barloworld. The key players in the buyout are: -Dominic Sewela, who has spent nearly two decades shaping Barloworld’s success. -The Zahid Group, a Saudi-based industrial giant that already owns 18.9% of Barloworld and brings long-term strategic backing. What we can conclude so far is that this is a fully funded, commercially driven transaction that aligns with global best practices, even those typically seen in management buyouts (MBOs). Breaking Down the Deal Structure This transaction is being executed through a structured, legally compliant process: a) Scheme of Arrangement – If 75% of shareholders approve, all must sell their shares at R120 each, and Barloworld will be delisted from the JSE and A2X stock exchanges b) Standby Offer – If the Scheme fails, individual shareholders can still sell their shares at R120, but Newco only has to complete the purchase if at least 90% accept. If neither condition is met, Barloworld remains a listed company, ensuring that minority shareholders retain their stakes. Is the R120 Share Offer Fair? Some investors argue that the R120 per share offer undervalues Barloworld, but independent financial analysis suggests otherwise: 💰 66% premium over Barloworld’s share price before the deal was announced. 💰 83% premium over the 30-day average share price before the buyout offer. 💰 Rothschild & Co SA, an independent financial advisor, valued Barloworld between R105.50 and R119.40 per share—meaning the R120 offer exceeds the highest valuation range. It is worth noting that Newco has already secured R17.2 billion in bank guarantees, confirming the financial viability of the transaction. Who Opposes the Deal, and Why? One of the biggest critics of the transaction is Silchester International Investors, a UK-based firm that holds a 17.7% stake in Barloworld. Silchester’s main concerns: 🔹 The offer price should be at least R130 per share. 🔹 Sewela’s dual role as CEO and buyer raises governance questions. 🔹 The 90% acceptance threshold for the standby offer creates uncertainty. While these concerns are valid from a shareholder activism perspective, it is important to view them in context: 🔹 Foreign investors have historically controlled South Africa’s industrial giants, reaping financial benefits while contributing little to local economic transformation. 🔹 Silchester’s opposition appears financially motivated, with a focus on extracting a higher payout rather than prioritizing Barloworld’s long-term strategic future. Ultimately, South African shareholders must decide whether they prioritize short-term returns or long-term transformation. Governance, Conflict of Interest, and the Role of Independent Oversight Given Sewela’s involvement as both CEO of Barloworld and leader of the acquiring consortium, concerns about corporate governance and conflicts of interest have emerged. However, safeguards are in place: ✔️ Barloworld’s independent board, separate from Sewela, reviewed and approved the deal. ✔️ Rothschild & Co SA, an independent advisor, confirmed that the offer is fair. ✔️ JSE and regulatory authorities are overseeing the transaction for compliance and transparency. This ensures that the deal is conducted ethically and in line with global corporate governance standards. Why This Deal Matters for South Africa’s Economic Transformation Agenda For decades, Black executives have led South African companies but rarely owned them. This deal changes that. 🔹 The Barloworld Foundation remains a shareholder, reinforcing broad-based empowerment. 🔹 The transaction aligns with South Africa’s transformation agenda, ensuring that Black leadership is not just symbolic, but structural. 🔹 The Competition Commission is reviewing the transaction’s impact on Black Economic Empowerment (BEE), ensuring that it contributes to broader economic inclusion. This buyout is not about political rhetoric—it is a market-driven, financially viable, and globally relevant transaction that sets a precedent for inclusive industrial ownership. The Bigger Picture: A Blueprint for Industrial Transformation This deal marks a pivotal moment in South Africa’s economic evolution. 🔹 It proves that Black executives can transition from management to ownership. 🔹 It signals to global markets that transformation and financial performance can co-exist. 🔹 It challenges the status quo, where foreign shareholders dominate South Africa’s industrial giants. What we can conclude so far is that this is a fully funded, commercially driven transaction that aligns with global best practices, even those typically seen in management buyouts (MBOs). Why? Because someone with Sewela’s depth of experience is well-positioned to ensure a smooth transition with minimal disruption to employees and stakeholders. This is not a risky startover led by outsiders with no industry expertise—it is a strategic evolution under a leader who knows the business inside out. The real question is: Do we want to keep business as usual, or do we embrace a future where South Africa’s economy reflects its people? #AskAsanteOnBoards