Mohloai Mpesi
A power struggle at Naledi Funeral Planners continues to deepen, with the latest flashpoint centring on the Company Secretary, Advocate Peter Matekane, who has refused to convene a board meeting despite instructions from board chairperson, Thabiso Madiba, to do so.
Adv Matekane argues that Mr Madiba’s appointment remains under legal challenge and that he cannot act as chairperson until the matter is finalised in court. On that basis, he declined to call a virtual stakeholders’ meeting that had been scheduled for yesterday afternoon at Mr Madiba’s instruction.
Mr Madiba, who was recently appointed as a director, had directed last week that the meeting be convened to address several governance issues. These included the current three-member composition of the board, the possible appointment of two independent directors in line with Article 92 of the company’s Articles of Association, and other matters necessary to ensure the board remains functional while court proceedings are ongoing. The meeting was supposed to be this past Wednesday.
However, Adv Matekane rejected the directive, citing the sub judice (pending before court) status of the dispute over the election of directors. He further argued that the three directors elected on 16 January 2026 do not constitute a quorum.
“Your attempt to instruct the convening of a purported board meeting will not hold for several reasons. Issues pertaining to shareholder resolutions are sub judice, and the court ordered that the meeting of shareholders purporting to elect directors be put in abeyance pending finalisation of the case,” he said.
He added that the three contested directors “do not in themselves form a properly constituted board” and therefore lack the authority to issue instructions.
“You will recall the quorum is nine in its full composition; therefore, three are non-starters,” he said, warning that any attempt by the directors to assume powers they do not have would be unlawful.
Adv Matekane also criticised Mr Madiba for using the company letterhead, stating that such authority is reserved for the chairperson and the Company Secretary.
“Giving yourselves powers which are not there is unlawful and delinquent… Only the chairman and Company Secretary have delegated powers to communicate to management and shareholders,” he said, cautioning that continued actions of this nature could trigger legal consequences.
In response, Mr Madiba acknowledged the ongoing litigation but maintained that there is no court order preventing the company from addressing urgent governance matters.
“The mere existence of litigation does not suspend the functioning of the company or render all governance processes incapable of proceeding. Such a consequence would only arise where a specific court order restrains the company,” he said.
He challenged Adv Matekane to identify any court order that explicitly bars the company from convening meetings or addressing governance concerns.
Mr Madiba explained that the proposed meeting was intended to resolve issues such as board composition and quorum, including the possible appointment of an independent director as provided for under Article 92 of the Articles of Association.
The provision allows directors to appoint additional members to fill vacancies or strengthen the board, subject to confirmation at the next Annual General Meeting.
He insisted that his directive was made in good faith and in the interest of maintaining the company’s operations.
“The company cannot reasonably be expected to remain in a state of governance paralysis indefinitely,” he said.
Mr Madiba further rejected claims that using the company letterhead constituted misconduct, arguing that the communication fell within normal corporate governance processes.
He urged Adv Matekane to reconsider his stance and proceed with convening the meeting, warning that failure to do so could compel the directors to pursue alternative lawful measures.
“Should you persist in declining to convene the meeting, the directors will have no option but to consider alternative lawful measures… and your refusal will be formally placed on record,” he said.
Meanwhile, tensions have spilled into the company’s operations. Naledi’s Human Resources and Administration Manager, Mabasia Lefaso-Nkhetse, has issued a directive barring Mr Madiba and Mr Paul Masopha from entering several company premises, including branches in Teyateyaneng, LECOP, Maputsoe, Botha-Bothe, Hlotse, Temong Head Office, and Mapoteng.
Ironically, Mr Madiba is the founder of Naledi and majority shareholder, commanding a 45.152 percent stake.
In a memo dated 27 April, Ms Lefaso-Nkhetse instructed security personnel to enforce the ban with immediate effect and to monitor all vehicle movements at company gates.
“Please note that the following individuals are prohibited from entering Naledi Funeral Planners premises… Mr Paul Masopha and Mr Thabiso Madiba,” the memo states.
Contacted for comment, Mr Madiba dismissed the directive, claiming it was issued without authorisation from the Chief Executive Officer, Mosoeu Mabote, or the Company Secretary.
He described the move as unexpected but said it could work in his favour.
“It’s a blessing in disguise… it shows she is willing to engage, even if in an unusual way,” he said.
Mr Madiba added that it was important for the HR manager to be brought up to speed on ongoing governance changes, noting her key role in managing the company’s workforce.
“She is the custodian of the company’s human capital… there will be a time when the board has to introduce itself to management and employees, and she will play a role in that process,” he said.
