WAY back in 2003 a small group of shareholders injected unexpected drama into the Reserve Bank's annual general meeting when they unseated mining boss Brian Gilbertson from the Bank's board, instead voting in a financial consultant from Pringle Bay, Stephen Goodson, whose only claim to fame was that he was a leader of the Abolition of Income Tax and Usury Party.
Then Bank governor Tito Mboweni was far from pleased. The Bank was looking to change the legislation that made it one of only a handful in the world with private shareholders. But it was probably quite low on the list of the Bank's or the government's priorities at the time. Word was that Goodson turned out to be a harmless enough director.
But his friends were quiet only for a while and they came back even more aggressively early this year, claiming that they controlled more than 20% of the shares, demanding a share of the Bank's profits and threatening to call a general meeting to push for what they believed to be their rights as shareholders.
Why anyone would want to hold shares in the Bank is a bit of a mystery. It can't be for the power: all the shareholders can really do is elect half of the board's directors, and the board doesn't determine the bank's mandate. That's the government's prerogative. Nor is it worth buying the shares for the money: the dividend on the shares is capped at 10c a share and the shareholders are entitled, at most, to 10% of the Bank's profits (which last year happened to be losses).
It's those financial restrictions that the shareholder activists have been challenging. But if they wanted to make real money there are surely better ways to do it. Which is why it certainly looked as if they were only in it to make mischief. And briefly, earlier this year, they seemed to have an unholy alliance with Luthuli House, with the African National Congress suddenly suggesting the Bank ought to be nationalised.
The government didn't take the shareholder mischief too seriously seven years ago. But it clearly has now, with Finance Minister Pravin Gordhan moving quickly to draft proposed amendments to the Reserve Bank Act and the Cabinet approving these. It's none too clear why this handful of shareholders are seen as posing such a threat. But what was striking about Gordhan's announcement yesterday was that he is moving to neutralise any risk of shareholder activism - but at the same time addressing potential political risk, by putting the Bank's structure on the table for debate and making it clear that buying out the shareholders - call it "nationalisation" if you will - is at least one of the options.
Meanwhile though, the package of amendments should be enough to ensure the existing shareholders cannot exercise any meaningful power, or extort any meaningful money from the Bank for their shares. Each shareholder is limited to 50 votes and the bill proposes measures to prevent anyone banding together with spouses, children, associates, grannies or aunts to control more votes. It expands the board from 14 to 15, giving a clear majority to the eight government appointees, who include the governor and her three deputies. The seven other directors are no longer simply elected by the shareholders. They will now be vetted by a panel that includes the governor, a judge and Nedlac representatives; nor do they have to be shareholders - candidates will be drawn from a broader pool of South Africans. And they will have to be judged "fit and proper".
The Reserve Bank, in its role as bank regulator, monitors the fit and properness of commercial banks' directors very carefully and its own directors should certainly be similarly monitored. But Gordhan, aided and abetted no doubt by governor Gill Marcus, is clearly making sure there is no possibility the shareholders could exercise any power over the Bank or even cause much annoyance. Nor, the amendment bill makes clear, does the board have authority over anything other than "corporate governance" matters such as the governor's pay or the Bank's budget.
That is as it should be. The central bank is no ordinary bank. It is an instrument of national economic policy, and its assets - which consist mainly of the 40bn plus of SA's gold and foreign exchange reserves - are national assets. Even so, the amendment bill will have the effect of making the shareholders all but irrelevant. That may be risky: the Bank was set up this way in part because it was believed the board, with its expert outside directors, would help to ensure its independence.
An independent central bank can't raise interest rates to help the ruling party catch votes, nor can it print money to finance a profligate government. So that independence should be the non-negotiable, wherever you are on the political spectrum.
Ultimately, though, it's not the structure of the central bank that guarantees it, nor even what's on the statute books. The Reserve Bank's independence has since 1996 been guaranteed by the constitution. But even that is not fail safe: a government bent on controlling the central bank has just to wait until the governor's term of office expires to put a puppet in her place. In the end then, it's the government's commitment to an independent central bank, and to sound monetary and fiscal policy, that is crucial. The Reserve Bank's shareholding isn't going to make much of a difference either way.
- Joffe is senior associate editor.