OUTA files legal action to declare Helen Botes a delinquent director

The Organisation Undoing Tax Abuse (OUTA) has initiated legal action to have Helen Botes, a director of the City of Joburg Property Company (JPC), declared a delinquent director.

OUTA’s action was lodged in the Johannesburg High Court on 29 July 2025, with case number 2025-125365. The papers were served on Botes on Wednesday 13 August 2025.

JPC is named as the second defendant and the City of Johannesburg (CoJ) as the third defendant. JPC is a municipal entity wholly owned by the CoJ. The JPC and CoJ are cited as interested parties, as Botes is still listed by the Companies and Intellectual Property Commission (CIPC) as a JPC director, and OUTA does not seek any relief against them unless they oppose OUTA’s claim against Botes.

The defendants have 10 court days after date of service to file a notice of their intention to defend.

OUTA is represented by Advocate Niël du Preez, SC, and Advocate Sonika Mentz, instructed by attorney Andri Jennings of Jennings Inc.

Declaring a director to be delinquent

The Companies Act sets out standards for a director’s conduct in section 76(2) and (3), including requiring directors to act in good faith, in the best interests of the company and “with the degree of care, skill and diligence that may reasonably be expected” of a director.

OUTA’s action is in terms of section 162(5) of the Companies Act, which allows for an application to court to declare a person to be a delinquent director. A court “must” make an order of delinquency if a director grossly abused this position, inflicted harm on the company or acted with gross negligence, wilful misconduct or breach of trust.

OUTA derives its legal standing to bring this action from section 157(1)(d) of the Companies Act read with sections 38(c), (d) and (e) of the Constitution, as it is acting in the public interest, and this action concerns Botes’s “gross abuse of her position as a director of the JPC, including gross negligence, wilful misconduct, breach of trust, and taking personal advantage of information or opportunities in managing and administering the JPC”, says OUTA in the particulars of claim.

Why OUTA regards Helen Botes as delinquent

Botes has been an executive director and the managing director or CEO of the JPC since 1 August 2008, serving three consecutive terms. Her last contract expired on 1 September 2024, but she appears to have continued in the role for a few months or in another senior role in the CoJ. Botes was appointed as a JPC director on 1 August 2008 and, according to CIPC records on 14 August 2025, is still a director. She is believed to be working in a senior capacity for the CoJ.

The JPC was established in 2000, as a wholly owned subsidiary of the CoJ, to manage the CoJ property portfolio. Botes told the Khampepe Commission (see here) that JPC manages 28 280 assets with a book value of R9.269 billion, including buildings, parks, cemeteries, nature reserves and bus terminals.

OUTA wants Botes to be declared a delinquent director firstly, and most importantly, because of the Usindiso building fire, which killed at least 76 people. The Usindiso building has been owned by the CoJ since 1954 and managed by the JPC since it was established in 2000. Thus the JPC and Botes were responsible for the state of the Usindiso building. The second reason is her role in unlawful procurement of Covid-19-related services for JPC.

“OUTA demands that Helen Botes face immediate and decisive accountability. Public officials entrusted with life-and-death responsibilities cannot be allowed to walk away from catastrophes without consequences. We owe it to the victims, their families, and all residents of South Africa to ensure that those responsible are held accountable, and that such a disaster never happens again,” says Advocate Stefanie Fick, OUTA Executive Director.

The Usindiso building

On 31 August 2023, a fire destroyed the Usindiso building. The Khampepe Commission report found that at least 76 people were killed (see here).

The building, never zoned for residential use, had become a shelter of last resort for some of the city’s most vulnerable — low-income families, women and children, and undocumented migrants without alternatives.

The fire was not an accident, but the tragic result of systemic failures, state neglect, and a breakdown in municipal governance.

The Khampepe report notes the laws and by-laws transgressed due to the use and state of the building. OUTA’s particulars of claim include this information.

The CoJ’s own Emergency Services By-Law compels building owners to maintain emergency escape doors and ensure that fire-fighting equipment is serviced, functional, and ready for immediate use. The Building Standards Act mandates safe evacuation routes, designs that limit the spread of fire, and operational fire-detection and suppression equipment, while also imposing standards to prevent dangerous overcrowding. The Waste Management By-Law strictly forbids dumping waste in or around any building or property. The Public Health By-Law requires building owners to provide residents with reliable access to safe, potable water at all times.

The Khampepe report includes a call for action, including this: “The Board of Directors of the JPC must consider taking appropriate action against Ms Botes, the Chief Executive Officer of the JPC, for the total disregard of managing the Usindiso building despite knowledge of the disastrous state since at least 2019.”

OUTA’s court papers note that the commission’s findings were made from unrebutted evidence, and that neither the JPC nor Botes disputed the findings or challenged the commission’s report.

OUTA’s court papers says that the undisputed findings indicate that Botes “intentionally, or by gross negligence, inflicted harm upon the JPC as contemplated by section 162(5)(c)(iii) of the Companies Act, and further inflicted harm upon the CoJ as well as the residents of the Usindiso building that were affected by the fire; and acted in a manner that amounted to gross negligence, wilful misconduct or breach of trust in relation to the performance of the director’s functions within, and duties to, the JPC as contemplated in section 162(5)(c)(iv)(aa) of the Companies Act”.

As a result, OUTA calls on the court to declare Botes a delinquent director.

The Covid-19 procurement

During the Covid-19 lockdown of April to July 2020, the JPC procured deep cleaning and sanitising services by directly contacting service providers rather than going out to tender. This was contrary to the disaster management regulations and municipal procurement rules.

The JPC appointed four contractors, although none had experience in that work, and they failed to provide the services.

The Special Investigating Unit (SIU) report of 10 December 2021 on its investigation into Covid-19 disaster procurement, referred the JPC to the SIU civil litigation unit, for over-priced procurement for deep cleaning and sanitising from four service providers at a cost of R18.6 million (see annexure POC7, linked below). The SIU report said disciplinary and criminal referrals had been made against various officials, including Botes. Botes did not challenge this report.

OUTA says the SIU report shows that Botes “intentionally, or by gross negligence, inflicted harm upon the JPC” as contemplated by the Companies Act and asks the court to find her delinquent.

The Constitution requires government procurement to be done in a fair, equitable, transparent, competitive and cost-effective way. This requirement is also spelled out in the procurement regulations issued in terms of the Municipal Finance Management Act. National Treasury circulars set out standards for procurement, including transparency requirements. The Disaster Management Act regulations relating to Covid-19 aimed to protect consumers and customers from unconscionable, unfair, unreasonable, unjust or improper commercial practices during the pandemic, including blocking excessive pricing; this included for emergency and medical products and services.

“The law is clear, and so is the evidence. Helen Botes’s failures cost lives, and accountability is not optional — it is mandatory. In South Africa, too many public officials escape justice. OUTA’s message to Helen Botes is simple: not this time,” says Advocate Stefanie Fick.

OUTA’s first delinquent director case: Dudu Myeni

Dudu Myeni chaired the South African Airways (SAA) board from December 2012 until October 2017. During this time, SAA lost billions of rand, despite having been profitable between 2010 and 2012.

In March 2017, OUTA and the SAA Pilots’ Association (SAAPA) applied to the high court to have Myeni declared a delinquent director as a result of her conduct on the SAA board, to block her from being a director of any business or state-owned entity.

The case was brought against Myeni alone, partly because she was the chair of the board, partly because she acted by herself in some of the matters, and partly due to OUTA funding constraints.

In May 2020, the high court declared Myeni a delinquent director for life. In April 2021, the Supreme Court of Appeal dismissed Myeni’s application for leave to appeal.

Myeni died in June 2024.

OUTA’s case cost R6.2 million and took four years to finalise. The court awarded OUTA costs (meaning Myeni must pay those costs), and OUTA continues with the process of claiming the court-approved legal costs for this case from Myeni’s estate.

OUTA’s standing to bring such an application in the public interest was established in OUTA’s successful application in the Pretoria High Court which resulted in Dudu Myeni being declared a delinquent director for life in May 2020 (and when Myeni’s appeal was dismissed in April 2021). OUTA’s right to bring the application was established in December 2019 when OUTA won an interlocutory application brought by Myeni on this point (see here) and Myeni lost subsequent attempts to appeal this.

More on this matter is here.

More information

A soundclip with comment by Advocate Stefanie Fick in English is here, and in Afrikaans is here.

The YouTube video of OUTA's media briefing on 14 August 2025 is here.

The OUTA legal papers: OUTA vs Helen Botes

Part 1 is here. This includes:

• Page 1-6: The summons
• Page 7-61: Particulars of claim
• Page 62-65: Annexure POC1 (JPC website pages)
• Page 66-68: Annexure POC2 (Deeds Office details for erf 1210 Marshalls Town)
• Page 69-110: Annexure POC3 (part 1) (Service Delivery Agreement between CoJ and JPC)

Part 2 is here. This includes:

• Page 1-55: Annexure POC3 (part 2)
• Page 56- 62: Annexure POC4 (“Analysis Report Erf 1210 (Usindiso Ministries), Marshalltown, 80 Albert Street, Ward 124”, December 2018)
• Page 63-73: Annexure POC5 (part 1) (Gauteng Provincial Gazette, volume 27 no 324, 13 September 2023, with the Khampepe Commission proclamation)

Part 3 is here. This includes:

• Page 1-6: Annexure POC5 (part 2)
• Page 7-109: Annexure POC6 (part 1) (Commission of Inquiry into Usindiso Building: Report, 30 April 2024)

Part 4 is here. This includes:

• Page 1-64: Annexure POC6 (part 2)
• Page 65- 70: Annexure POC7 (SIU Final Report on Covid-19 procurement)