FSCA probes PIC over governance concerns

Posted on Leave a comment

The Financial Sector Conduct Authority has launched a formal investigation into the Public Investment Corporation (PIC), citing growing concerns about governance, leadership stability, transparency, and the potential impact of recent developments on confidence in Africa’s largest asset manager.

The Authority’s announcement, issued on Tuesday evening, comes a day after the PIC board placed chief executive Patrick Dlamini on precautionary suspension pending an independent investigation into allegations contained in a whistleblower report.

The FSCA said it has “become increasingly concerned by recent developments at the PIC, particularly those relating to governance, leadership stability, transparency, and the potential impact of these developments on the integrity and confidence in one of South Africa’s important financial institutions”.

It described the PIC as occupying “a unique and critically important position within South Africa’s financial system” and said that, as the country’s largest asset manager and custodian of substantial public-sector savings, it bears “heightened responsibilities to maintain the highest standards of governance, integrity, accountability and conduct”. The regulator added: “Events over recent months raise serious questions as to whether these standards are being consistently upheld.”

The FSCA said it has taken note of recent developments at the PIC, including media reports concerning whistleblower allegations, and the suspension of Dlamini. It has decided to investigate the matter under section 135 of the Financial Sector Regulation Act.

The PIC is an authorised financial services provider and therefore falls under the FSCA’s regulatory oversight.

PIC welcomes FSCA oversight

In a statement issued yesterday, the PIC board said it welcomed the FSCA’s supervisory engagement and has already provided the regulator with the information and documentation it requested relating to the whistleblower report and the associated governance process.

The board said strong regulatory oversight was “a hallmark of a healthy democracy and resilient financial system” and described the FSCA and the PIC as sharing responsibility for safeguarding the retirement savings of millions of South Africans through sound governance, accountability, and transparency.

It also reiterated that successive boards had prioritised implementing the recommendations of the Judicial Commission of Inquiry into Allegations of Impropriety at the PIC (the Mpati Commission). Citing parliamentary replies by Finance Minister Enoch Godongwana in 2024 and 2025, the board said the recommendations had been implemented and that the governance, operational, and ethical deficiencies identified by the Commission had been rectified.

While acknowledging that challenges remain, the board said it remained committed to co-operating fully with the FSCA and ensuring that governance matters are addressed through independent, credible, and transparent processes.

PIC board cites due process

In its statement on 13 July, the PIC said Dlamini had been placed on precautionary suspension to ensure “a fair, objective, and independent investigation” into allegations contained in a whistleblower report submitted to the board last month.

The board said the suspension “does not, in any way, constitute a finding nor is it a pronouncement of any wrongdoing on the part of the CEO”.

The board said Dlamini would be given sufficient opportunity to respond to the allegations while the investigation proceeds. Interim arrangements for an acting chief executive are being finalised.

The board also announced changes to the corporation’s investment leadership. August van Heerden will cease serving as acting chief investment officer (CIO), while Leon Smit, the head of fixed income in listed investments, has been appointed acting CIO.

The PIC did not link the acting-CIO change to the whistleblower investigation. Instead, it said the decision followed a resolution by the Government Employees Pension Fund (GEPF), the PIC’s largest client. Neither the PIC nor the GEPF has publicly disclosed the contents of that resolution.

The whistleblower process

The board publicly acknowledged the whistleblower matter on 18 June following a special meeting between Godongwana and the PIC board.

The PIC confirmed that the board had received a whistleblower report concerning Dlamini, and his response to the allegations would be considered in accordance with the Corporation’s policies and applicable legislation under the board’s oversight.

In its 18 June statement, the board also said allegations raised through whistleblower mechanisms “must neither be ignored nor prejudged”, but should instead be assessed “fairly, independently and in accordance with applicable legislation, PIC policies, applicable governance standards, and the principles of natural justice”.

The whistleblower process has unfolded alongside developments relating to the PIC’s investment in Lanseria Airport. In 2013, the PIC financed Acupulco Trade and Invest 164’s acquisition of a stake in the airport. After the investment failed to generate the anticipated returns and the loan remained unpaid, the dispute culminated in arbitration, after which the PIC paid Acupulco R411 million in 2025.

The Corporation subsequently commissioned a PwC forensic review.

On 20 June, the PIC announced that board chairperson David Masondo, who is also a Deputy Minister of Finance, would refer matters arising from the Acupulco investment transaction to the Special Investigating Unit following a legal review of the PwC forensic investigation.

The Corporation said the referral would proceed independently of its investigation into the whistleblower report, which it said contained multiple matters. It added that any issues falling within the mandate of law enforcement or other competent authorities would be referred accordingly.

Broader governance context

The PIC manages more than R3.6 trillion in public pension and social security assets on behalf of clients including the GEPF, the Unemployment Insurance Fund, and the Compensation Fund. It is Africa’s largest asset manager and one of the country’s most influential institutional investors.

Its governance has remained under scrutiny since the the Mpati Commission examined shortcomings in governance and investment decision-making. Legislative and institutional reforms followed, including amendments to the Public Investment Corporation Act and strengthened governance, ethics, and whistleblower frameworks.

Earlier this year, the PIC was involved in separate legal proceedings arising from allegations made by businessman Ralebala Mampeule against certain PIC officials and Masondo. During the same period, the Corporation announced that CIO Kabelo Rikhotso would leave by mutual agreement.

Those matters are separate from the current whistleblower process but illustrate the broader governance challenges the Corporation has faced this year.

What remains unknown

The PIC has not disclosed the substance of the allegations against Dlamini, the identity of the investigator, the terms of reference for the investigation or the expected timeline. Nor has it publicly disclosed Dlamini’s response beyond confirming in June that it had been received by the board.

Several media organisations have reported that aspects of the whistleblower complaint concern the handling of the PwC forensic review and related governance issues arising from the Acupulco/Lanseria matter. Those reports also say Dlamini has denied wrongdoing and maintained that he acted within his delegated authority. The PIC has not publicly confirmed the substance of those reports or the full scope of the allegations against him.

Dlamini has not been found to have breached any law, policy, or fiduciary duty.

Leave a Reply

Your email address will not be published. Required fields are marked *