Taking on delinquent directors at SOEs
In 2025, OUTA set up a Delinquent Director Unit, to identify directors of state-owned entities we want to see formally declared as delinquent directors, and take action to do this. In May 2020, OUTA won a high court order declaring former SAA chair Dudu Myeni a delinquent director for life, the first such declaration against an SOE director. OUTA's Delinquent Director Unit plans further such actions, to hold SOE directors to account.
DELINQUENT DIRECTOR ACTIONS
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 against Helen Botes 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 in the case of OUTA vs Helen Botes.
Accountability for the Usindiso fire: Helen Botes
In August 2025, OUTA 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 case that set the precedent: 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.
