When the Board Marks Its Own Homework: Rethinking Board Performance Evaluations

Botswana’s State-Owned Enterprise landscape has undergone significant changes in recent months, with several SOE boards being overhauled and new directors appointed to entities that had previously operated without fully constituted boards. The changes have been viewed as necessary to strengthen oversight and address governance concerns within institutions that carry significant public mandates. This comes against a backdrop of corporate governance concerns that have previously been raised in relation to some public interest entities by the Botswana Accountancy Oversight Authority (BAOA), placing renewed attention on the effectiveness of boards and the quality of oversight being exercised within Botswana’s public enterprises.

The reconstitution of these boards presents an opportunity to strengthen governance, but the appointment of directors is only one part of that process. The effectiveness of a board cannot be determined simply by the qualifications and experience of the individuals appointed to it. For this reason, there is a strong case for Board Performance Evaluations (BPEs) to form part of the governance cycle of Botswana’s SOEs, particularly as newly constituted boards settle into their roles and begin navigating the challenges of the institutions they have been appointed to oversee.

A board evaluation is intended to provide an honest assessment of how effectively the board is performing its responsibilities and whether the board’s collective conduct is contributing to the institution’s objectives. It can expose weaknesses in the quality of information reaching the board and the extent to which directors are exercising appropriate challenge. It can also reveal problems that are difficult to see from within the boardroom because they have become normalised through familiarity.

A board being evaluated can retain control of the entire process, deciding the questions to be asked, the areas to be examined and what action should follow. There is nothing wrong with a board evaluating its own performance, and directors may approach the exercise in good faith. But there is an obvious conflict in asking those whose performance is under scrutiny to define the standards against which they will be assessed. The risk is not necessarily that directors will deliberately protect themselves; it is that the process gives them control over what the evaluation can reveal.

Directors can approach an evaluation in good faith and still produce a limited assessment of their own effectiveness. A director who has dominated board discussions for years may not recognise that behaviour as a governance weakness, while other directors may be reluctant to identify it in a process controlled by the board itself. A board can therefore receive a technically complete evaluation while remaining largely unaware of the issues that matter most.

The problem becomes more pronounced where evaluation questionnaires are built around conventional questions that invite directors to rate the board on a scale, confirm whether procedures are followed and express general satisfaction with the functioning of the board. Such an exercise can produce impressive percentages without necessarily revealing much about how the board actually functions. A board can score highly on attendance, compliance with meeting procedures and receipt of board papers while still failing to challenge management adequately.

The recent reconstitution of SOE boards makes the question of evaluation particularly important because a newly appointed board can inherit institutional problems that existed long before the arrival of its directors. It can also inherit established relationships, management practices and boardroom cultures that influence how decisions are made. New directors may bring considerable professional experience to the table and still find themselves operating within a system whose weaknesses are difficult to identify without deliberately testing the way the board functions.

An evaluation should therefore go beyond asking directors whether they believe the board is effective and examine how the board actually functions. The early stages of a board’s tenure may provide the most valuable opportunity to establish a culture in which performance is examined before ineffective practices become entrenched.

This does not mean that every board evaluation must be outsourced to an external consultant. An external evaluator can ask the wrong questions, misunderstand the institution, produce a generic report and leave the board with a document that is filed rather than acted upon.

A board can legitimately conduct periodic self-assessments as part of its own governance practice. What becomes problematic is treating that self-assessment as the only mechanism through which board effectiveness is tested. A stronger model would introduce greater objectivity at appropriate points in the governance cycle. External facilitation could be used periodically, particularly for newly constituted boards, boards experiencing significant changes in leadership or composition, or institutions where governance concerns have already emerged.

An evaluation should not be designed merely to confirm that the board is functioning but also to find out where it is not functioning. That requires questions that examine behaviour, judgement and outcomes rather than simply asking whether directors are satisfied with processes. It requires attention to the conduct of the chairperson, the effectiveness of individual directors, the quality of collective decision-making and the relationship between governance and organisational performance.

A board that receives a report identifying weaknesses and then files it with the previous year’s governance documents has completed an administrative exercise rather than a performance intervention. Findings should translate into specific areas of development and changes in board processes. Where the evaluation identifies persistent individual performance concerns, those concerns should not disappear simply because the board is reluctant to confront them.

Botswana’s SOEs have an opportunity to approach board evaluations differently as new boards take shape. The objective should not be to create another annual compliance requirement that produces a report stating that the board is functioning satisfactorily. The objective should be to create a governance discipline in which boards are periodically required to confront the gap between how they believe they are performing and how they are actually performing.

Public institutions cannot reasonably be expected to demonstrate continuous improvement while their boards assess themselves against standards of their own making without meaningful challenge to those assessments. Where public resources and public mandates are involved, the credibility of governance processes matters almost as much as the processes themselves.

If board evaluations have historically been treated as an annual exercise in self-confirmation, repeating the exercise with a new board composition does not necessarily change what the evaluation is capable of revealing. Changing the directors without changing the mechanism through which their effectiveness is examined risks reproducing the same governance blind spots under a different set of names.

A board that marks its own homework may well give itself an honest assessment and even identify weaknesses that require attention. But where the institution’s performance, public mandate and accountability are at stake, governance should not depend entirely on the assumption that the person holding the marking pen will always identify every mistake on the page.

PwC ordered to pay costs in Choppies court battle

PricewaterhouseCoopers (PwC) Botswana and its former audit partner, Rudi Binedell, have been ordered to pay legal costs arising from three court defeats suffered during their long-running battle with Choppies shareholders Ramachandran Ottapathu and Farouk Ismail. The order brings to a close one of the longest running corporate lawsuits.

The costs order is part of a consent order issued by the High Court this month, which records the withdrawal of the shareholders’ multimillion-pula claim against PwC and Binedell. While the parties will otherwise bear their own costs, the audit firm remains liable for costs arising from court orders issued in 2021, 2023 and 2025.

The legal saga began in the aftermath of Choppies’ 2018 audit crisis, when delays in the publication of the retailer’s financial statements triggered the suspension of its shares from trading on both the Botswana Stock Exchange and the Johannesburg Stock Exchange.

Ottapathu and Ismail subsequently sued PwC and Binedell, alleging that the audit firm’s conduct caused massive losses to shareholders. The damages claim eventually grew to more than P650 million.

Although the case never reached a trial on its merits, the shareholders repeatedly prevailed in court during the six-year dispute.

Among the most significant rulings was a 2021 decision in which the High Court ordered PwC and Binedell to provide further particulars sought by the plaintiffs. The court also found there was a prima facie basis to question whether Binedell’s independence may have been compromised by discussions concerning a possible position at Choppies while audit-related matters were ongoing.

The shareholders secured another favourable ruling in 2023. PwC later escalated the fight by seeking to have proceedings declared a nullity and raising allegations against members of the judiciary. That effort was rejected by the High Court in 2025, handing the audit firm another setback. Those victories have now followed PwC to the finish line.

The final order specifically preserves the shareholders’ entitlement to costs arising from the earlier proceedings, ensuring that the audit firm leaves the litigation with the souvenir of a costs bill despite avoiding a trial on the shareholders’ damages claim. To be sure, the withdrawal means the courts never ultimately decided whether PwC was legally responsible for the losses allegedly suffered by Ottapathu and Ismail. Nor does the order award the shareholders the hundreds of millions of pula they had sought.

Yet after years of aggressively contesting the matter, PwC exits the courtroom having failed to overturn the key rulings won by the shareholders and having been ordered to pay costs arising from those defeats. The final court order ensures that the last financial consequence of the battle falls on the audit firm accused of helping to trigger one of the darkest chapters in Choppies’ history.

Moti deal controversy escalates as BDP, BOPEU demand full disclosure

The controversy surrounding the Government’s partnership with Africa Hero to develop schools, clinics and other public infrastructure is deepening with the Botswana Democratic Party (BDP) and the Botswana Public Employees Union (BOPEU) separately demanding full disclosure of the deal.

The two organisations have welcomed the construction of public infrastructure but are questioning what Botswana is committing itself to in return, who ultimately carries the financial risks and whether the arrangement has been subjected to proper public scrutiny.

Their positions put growing pressure on the government of President Duma Boko to disclose the terms of an arrangement that has attracted attention because of its reported links to businessman Zunaid Moti. In its position paper, the BDP said it supports efforts to build schools and clinics faster and more efficiently, but warned that development should not become a justification for secrecy.

‘If this arrangement is genuinely good for Botswana, transparency will strengthen it, not weaken it,’ the party said. At the centre of the controversy is the Government’s explanation that it has spent ‘nothing’ and merely provided idle land, while reports and comments attributed to Moti indicate a financing structure in which Africa Hero funds construction and Government subsequently pays through a lease or rental arrangement.

The BDP argues that ‘nothing today’ does not necessarily mean ‘no cost, ever’. The party says Government has separately indicated that it will provide teachers, nurses, medicines and operational budgets, while reports point to a 17-year lease-to-own structure. The BDP therefore wants Government to disclose the total lifetime cost of the arrangement, including staffing, maintenance, utilities and other obligations. It also wants clarity on whether the project is a donation, sponsorship, lease, lease-to-own arrangement or public-private partnership.The party further questions what changed after the Ministry of Finance reportedly reviewed an earlier version of the proposal, raised concerns over its financial implications and favoured open competitive bidding.

The Moti connection has added another layer to the controversy. The BDP points to public reports that Zunaid Moti supported the Umbrella for Democratic Change’s 2019 election campaign and that Africa Hero is linked to the Moti Group. While the BDP stops short of alleging wrongdoing, it argues that such connections make transparency even more important.

BOPEU has now joined the demand for answers. The union said major development partnerships must not expose Botswana to undisclosed financial, legal or contractual risks.BOPEU is demanding disclosure of the legal and financial structure of the partnership, the value of Government commitments, the source and quantum of financing, the projects and locations involved, ownership arrangements, Government guarantees, concessions, tax exemptions and any contingent liabilities.

The union also wants Government to disclose the long-term maintenance costs, repayment arrangements, termination provisions and implications for future public budgets. BOPEU says the infrastructure question cannot be separated from employment.

‘Clinics and schools are not only buildings; they are workplaces,’ the union argues. It wants clarity on whether facilities will be staffed through permanent public-service posts or contract and outsourced arrangements, and whether Government has budgeted for the salaries of teachers, nurses and support staff.BOPEU warns that a clinic without nurses or a school without teachers is ‘an asset in name only’.Both organisations are therefore demanding answers before the partnership is expanded nationally.

The BDP wants Parliament and its oversight committees to scrutinise the programme, while BOPEU wants organised labour involved in decisions carrying implications for public finances, employment and public services.

Botswana’s cattle herd falls further

Botswana’s cattle industry is getting smaller, even as commercial farmers expand their share of the national herd.

The country’s cattle population fell to 1.64 million in 2025, from 1.74 million a decade earlier, representing a 6.1 percent decline, according to Statistics Botswana’s 2025 Agricultural Census. The latest figures underline the pressure on a sector that remains important to Botswana’s agricultural economy.

The contraction has been accompanied by a deterioration in key livestock indicators. Cattle births declined 14.3 percent to 373,807, while deaths rose 30.7 percent to 143,076 between the two census periods.

But beneath the headline decline is a more significant structural shift. Botswana’s commercial cattle sector expanded during the decade, with the number of commercial holdings rising 12. percent and their cattle population increasing 18.8 percent, from 383,699 to 455,739.

Commercial farmers also increased their average herd size from 295 cattle per holding in 2015 to 312 in 2025. By contrast, the traditional subsector saw its cattle population fall 13.1%, while average herd size declined from 36 to 33 cattle.

The numbers point to an increasingly divided industry: commercial operators are scaling up while traditional cattle production is losing ground.

For businesses servicing the livestock industry, this shift could have implications for demand for animal health, feed, equipment, transport and other agricultural services. A smaller national herd, meanwhile, raises questions about future supply capacity.

Statistics Botswana cautions that the census does not identify the causes of the decline, noting that factors such as drought, disease, slaughter, imports and exports need to be considered when assessing movements in cattle numbers.

Batswana put Africa ahead of Europe as migration choice

Africa remains the preferred destination for Batswana considering emigration, underscoring a stronger pull toward the continent than toward Europe or North America, according to an Afrobarometer survey.

Among Batswana who said they had considered emigrating, 43% preferred moving elsewhere within Africa, compared with 24% who chose Europe and 19% who preferred North America. A further 13% selected destinations outside Africa, while 1% did not provide an answer.

The findings are contained in ‘Beyond borders: Botswana | 2024 – The people’s perspective,’ based on Afrobarometer Round 10 interviews with 1,200 adult Batswana in July 2024. The survey has a margin of error of plus or minus 3 percentage points at a 95% confidence level.

The data also shows that 36% of respondents had considered emigrating to some degree. That includes 19% who had considered it ‘a lot,’ 8% ‘somewhat’ and 9% ‘a little bit,’ while 64% said they had not considered leaving. The preference for Africa comes despite relatively strong interest in Europe and North America, suggesting that for those contemplating a move, geographic proximity remains a major factor.

Afrobarometer’s findings also point to a cautious but outward-looking attitude toward regional integration. 40% support the free cross-border movement of Southern Africans, while 31% said crossing borders is easy. Support for free trade was higher at 55%, although only 8% said they were aware of the African Continental Free Trade Area.

Afrobarometer is a pan-African, non-partisan survey research network that provides reliable data on African experiences and evaluations of democracy, governance, and quality of life.

The survey describes its findings as ‘the people’s perspective,’ highlighting how ordinary Batswana view migration, regional integration and Botswana’s place in the world. The results come as economic pressures, employment opportunities and regional mobility continue to shape decisions about where Africans live and work.

Botswana, Angola join forces to defend natural diamonds

Botswana and Angola are stepping up cooperation to protect the value of natural diamonds as producers face growing competition from cheaper laboratory-grown stones and weaker global demand.

The two countries, which together account for almost 30 percent of global rough diamond production by volume, have agreed to deepen collaboration in the industry, potentially giving African producers greater influence over how the global diamond market evolves.

The agreement was reached during a meeting between Botswana President Duma Boko and Angolan President João Lourenço in Luanda on 8 September. The discussions come as Botswana seeks to protect diamond revenues, expand market access and reduce its exposure to changing consumer preferences.

For producers, the threat is increasingly commercial rather than geological. Laboratory-grown diamonds can be manufactured within weeks and sold at substantially lower prices than natural stones, forcing the traditional industry to rethink how it markets and positions its product.

President Boko said Botswana was developing a ‘robust marketing campaign’ to strengthen the position of diamonds from producing countries, while Angola has backed closer cooperation to enhance the value of natural stones and protect the jobs and government revenues they generate.

The partnership also intersects with the future of De Beers, where Botswana holds a 15 percent stake and Angola has expressed interest in acquiring a shareholding. Anglo American put De Beers on the market in 2024, with the sale process advancing.

Beyond marketing, the countries are looking to strengthen producer influence over the diamond value chain and retain more economic value in Africa. For Botswana, where diamonds remain central to exports and government revenue, preserving the premium attached to natural stones has become increasingly important.

Poachers shift focus to bushmeat species

Botswana’s poaching threat is shifting from the high-profile species that dominate international conservation campaigns toward animals hunted for bushmeat, with kudu and gemsbok emerging as the country’s most frequently targeted species, according to a government report.

Botswana recorded 824 poaching incidents between 2020 and 2024, with 130 involving kudu, 90 gemsbok and 79 impala, according to data from the Department of Wildlife and National Parks (DWNP) contained in the Botswana Selected Environmental Indicators 2024 report.

‘The nature of poaching is changing,’ the report says, warning that ‘the poaching pressure is currently pivoting toward larger mammals and consistent bushmeat species like Kudu and Gemsbok.’

The shift broadens the challenge facing the country’s wildlife authorities. While international attention has largely focused on elephants and other species targeted for their high-value body parts, the data suggest illegal hunting is also increasingly affecting animals that can be killed for meat.

Kudu poaching incidents rose from 17 in both 2021 and 2022 to 30 in 2023 before easing to 25 last year. Gemsbok recorded 20 incidents in 2020 and 22 in 2021, with 19 reported in 2024.

The Central District was the country’s biggest poaching hotspot, recording 278 incidents during the five-year period, including 66 involving kudu and 50 involving impala. Kgalagadi recorded 72 gemsbok cases, the highest district total for the species.

The changing pattern does not mean the country’s iconic wildlife is escaping pressure. Elephant poaching climbed to a five-year high of 33 incidents in 2024, underscoring the country’s exposure to both bushmeat hunting and the illegal killing of high-value wildlife.

The report calls for ‘localised and species-specific enforcement strategies’ as poaching increasingly cuts across different categories of wildlife.

The broader mortality data offer a mixed picture. Botswana recorded 2,924 documented wildlife deaths between 2019 and 2024, although annual mortality fell from 723 deaths in 2019 to 332 in 2024, according to DWNP data.

Mortality reached a six-year low of 319 in 2023 before rising about 4% in 2024. Elephants accounted for 140 deaths in 2024, the highest total among species recorded that year. That was down from 152 in 2023 and less than half the 346 elephant deaths recorded in 2019.

The figures suggest that while overall recorded wildlife mortality has declined, Botswana’s conservation challenge is becoming more diffuse with pressure spreading beyond the species that have traditionally defined the country’s poaching crisis.

CCA says Ram-linked Ajantha should exit Reddy Group in Engen deal

The Competition and Consumer Authority (CCA) has approved the acquisition of a 70 percent stake in Engen Botswana by Fusionspark, but ordered a company linked to businessman Ramachandran Ottapathu to exit Reddy Group before the transaction can be implemented.

The decision places a major condition on Ottapathu’s expanding interests in Botswana’s petroleum industry, with the authority identifying potential competition risks arising from the overlap between his interests in Fusionspark and Ajantha Proprietary Limited.

Fusionspark is controlled by MMPG Limited, Surya Artha Holding Limited and Ottapathu, who is also chief executive officer and co-founder of Choppies Enterprises. His other interests include Far Property Company, Ajantha and Kamoso Africa.

According to the CCA, Ajantha holds a 75 percent stake in Reddy Group, which has interests in 67 retail station sites. The authority said the combination of Ajantha’s stake in Reddy Group and Ottapathu’s 30 percent interest in Fusionspark could create an incentive to align Reddy Group’s commercial decisions with those of the merged Engen business.

The CCA raised concerns that this could result in preferential treatment of Engen-branded fuel volumes at multi-branded Reddy Group sites, potentially disadvantaging rival fuel wholesalers and unaffiliated Engen dealers.

As a result, Ajantha must divest its entire 75 percent interest in Reddy Group to Botswana citizens or citizen-owned companies, including first-time investors, before the Engen transaction is implemented.

The CCA has also prohibited Ajantha from being directly or indirectly associated with Reddy Group for three years following implementation of the transaction.

Fusionspark’s acquisition will give it control of Engen Botswana, which has an estimated 15.9 percent share of Botswana’s fuel wholesale and retail market. Acer Petroleum Botswana has an estimated 0.2 percent share, taking the combined entity to about 16.1 percent.

The CCA has also required the merged entity to protect independent Engen dealers and citizen employees and competitively appoint at least five citizen-owned transporters within 12 months.

ODC spot sales top P2 billion

Botswana’s state-owned rough diamond trader, Okavango Diamond Company (ODC), has generated more than P2 billion from auction sales in the first eight months of 2026, highlighting continued demand for Botswana’s stones despite a subdued global market.

ODC sold about 855,000 carats for $200.7 million through its auctions during the period. Third-quarter sales have so far contributed $65.8 million from 276,658 carats, including $35.43 million in July and $30.36 million in August.

August volumes increased 3.2 percent to 140,538 carats, with almost the entire offering 99.7 percent sold. Revenue nevertheless fell from July as the month’s assortment contained fewer high-value individual stones, underscoring the growing importance of exceptional diamonds to ODC’s earnings.

The latest figures follow $79.3 million from 333,766 carats in the first quarter and $55.6 million from auctions held in May and June. ODC realised about $233 a carat in the first half, compared with roughly $238 a carat in the third quarter so far.

However, auction revenue does not represent ODC’s entire sales portfolio, with the company also selling through contracts, citizen tenders and other channels. In 2025, ODC sold about three million carats from an allocation exceeding four million carats, while government reported total sales of $457 million, up from $425 million in 2024.

The trader is gaining greater access to Debswana production under the 2025 Botswana-De Beers sales agreement. Its entitlement has risen from 25% to 30% and is scheduled to reach 40 percent by the end of the 10-year agreement, increasing the volume Botswana can market independently.

The expansion comes against a difficult market, with the Bank of Botswana reporting a 10.4 percent second-quarter decline in its global rough diamond price index amid weak demand, excess inventories and laboratory-grown competition.

Big money, big battles in elite Top 8 Tournament

Eight of Botswana’s biggest football clubs are set for a fierce battle for supremacy when the inaugural Elite Top 8 tournament gets underway. With a massive P1.5 million championship prize, stakes will be high for an already prestigious competition.

The competition, which has a total purse of P3.05 million, is expected to produce fierce encounters as the country’s top clubs chase both glory and a huge pay cheque. Clubs in the competition are Gaborone United, Jwaneng Galaxy, Mochudi Centre Chiefs, Sua Flamingos, Orapa United, Nico United, Township Rollers and Morupule Wanderers.

In the quarter-finals, Premier League champions Gaborone United are taking on Nico United on Friday night, while Mochudi Centre Chiefs lock horns with Morupule Wanderers. Other intriguing encounters will see Sua Flamingos host Orapa United, while Jwaneng Galaxy will battle it out against Township Rollers.

The finals are earmarked for the weekend of 9-11 October, while the official launch of the prestigious tournament is expected next week or the week after. The financial rewards are expected to make the competition even more fiercely contested.

Eventual winners of the inaugural Elite Top 8 will pocket P1.5 million, while the runners-up will receive P750,000. The two losing semi-finalists will each collect P200,000, with the four quarter-final losers guaranteed P100,000 each.

Behind the tournament is an ambitious commercial package that could inject close to P10 million into the competition, potentially marking a significant new chapter in the commercialisation of Botswana football.

Negotiations involving a company linked to South African businessman Zunaid Moti and sports marketing agency Thomas Hall Media are understood to have progressed significantly. Thomas Hall Media was appointed by the Botswana Football Association (BFA) to pursue commercial opportunities for the competition and is understood to be working on a package that could involve several partners.

BFA president Tariq Babitseng has confirmed that negotiations with prospective commercial partners are progressing positively, although the association has not yet disclosed the identity of the potential sponsor.

‘The negotiations are ongoing and we are confident as the association. The details we get from our agent are that the deal will be closed soon,’ Babitseng said.

The proposed commercial package could potentially involve the Gambling Authority and Botswana Television (BTV), adding financial, regulatory and broadcasting dimensions to the tournament.

Potential investment linked to Moti has generated further interest, with African Hero Botswana mentioned in connection with the developing discussions. However, neither the company nor the BFA has officially confirmed it as the tournament sponsor.

If concluded, the proposed package could place close to P10 million behind the Top 8 and significantly raise its profile. More importantly, the P3.05 million prize structure would ensure that financial rewards reach clubs at different stages of the competition, making progression itself financially worthwhile.

With the inaugural title up for grabs and P1.5 million waiting for the eventual champions, the Top 8 promises to provide a high-stakes contest between clubs determined to write their names into Botswana football history.

The tournament could also establish a new benchmark for domestic competitions, combining elite clubs, substantial prize money and stronger commercial backing to create a major attraction for football supporters across the country.