Linkman: Bongani Miya (inset) was allegedly instrumental in getting TLWI onboard but he now curiously
defers specific questions to his employer. Photos: File/IDC

A senior executive alleged to wield significant authority at the Industrial Development Corporation (IDC) and his colleague facing charges of financial misconduct played a key role in ensuring that Tinley Leisure Women (TLWI) Investments, a questionable black empowerment consortium got a slice of the R2.1 billion Tinley Leisure Club Med project.

Bongani Miya, the IDC Divisional Executive for Agro-Industries and Services Sectors and Ken Ogwang, a senior deal maker who has since been dismissed, allegedly played critical roles in ensuring that TLWI was parachuted late into the transaction. 

An audit report commissioned by the IDC confirms that its R130 million financial support to TLWI to acquire a 14% BEE equity in the Tinley Leisure Club Med project was tabled before the board audit committee (BIC) for review, where questions regarding the composition of the empowerment consortia, potential conflict of interest and the inclusion of a domestic politically exposed person (DPEP) were flagged.  

A project of the Tinley Club Med size creates opportunities for organisations like the IDC to identify and provide finance to rural based community trusts and Broad-Based Black Economic Empowerment (B-BBEE) consortia yet the IDC allegedly parachuted TLWI which is a narrow based Black Economic Empowerment (BEE) group made of five individuals as its empowerment partners in this project. 

Did the IDC flout its own governance processes to create room for TLWI? Pressed to explain how it chose TLWI as its preferred empowerment partner, the IDC proffered vague explanations around the adequacy of its governance processes as a basis for its decisions. 

Zibusiso Kganyago, the spouse of the Reserve Bank Governor, is the biggest shareholder in TLWI with a 75% stake with the remainder shared among Mpho Hlahla, Nomagugu Manci and Thobile Ngcobo.

According to findings of the audit report, the identity of the members of the TLWI consortium and aspects of the DPEP relationship were not fully disclosed to relevant approval committees at the IDC in the initial submission of the application for finance and required further clarification during subsequent committee deliberations. 

Further to these concerns, compliance documentation classified this transaction as carrying an elevated money-laundering, terrorism-financing and reputational risk to the IDC.

Despite the IDC’s stone cold attempt to answer specific questions, serious questions remain unanswered. 

How did they ignore concerns and warnings raised by their own internal audit department regarding Ogwang’s role in this transaction and why did they disregard the risks and concerns flagged by relevant committees? Asked for comment on his role in the transaction, Miya deferred specific questions to his employer but confirmed that this matter was subject of a board inquiry.

“The matter was the subject of a board inquiry and the board has been provided with a report that addresses all the questions that have been raised,” said Miya, who advised us to engage him through the IDC’s official communication channels.

Ogwang could not be reached for comment despite repeated calls to his phone. However, the revelations of a board-level enquiry continue to raise further governance concerns on how the state-owned financier chose TLWI as its empowerment partner in the R2.1 billion tourism development on KwaZulu-Natal’s north coast, which is backed by the IDC alongside Absa and African Bank.

In response to our questions regarding several governance lapses identified in the transaction by its committees, the IDC did not respond to specific questions on the scope, timing or findings of any such inquiry, nor whether any review had been undertaken following concerns raised on the risks posed by TLWI which was selected as the empowerment partner.

As previously reported by the Mail & Guardian, internal documentation shows that the deal was considered by the IDC’s Board Investment Committee and referred to the Board Social and Ethics Committee after concerns were raised about governance processes, due diligence and the structuring of the B-BBEE component.

These concerns included the timing of the introduction of the B-BBEE partner into the consortium and whether sufficient due diligence had been conducted prior to approval.

The IDC has maintained that its investment decisions are guided by established governance and compliance frameworks, but has not publicly addressed the specific issues recorded in its internal processes or explained how they were resolved.

There are also swirling questions around the IDC funding a music concert while the company is closing down companies in distress. 

In 2024, the IDC provided R70 million to a concert promotions company involved in staging the Hello Neighbour concert. The investment in this transaction was written off without recovery. The deal team that led this transaction was left off the hook despite an Internal Audit report confirming serious lapses in the due diligence process of this transaction. 

A former IDC employee who declined to be named told the Mail & Guardian that the services department was the source for most questionable transactions in the company. The Kivu boat is another example of transactions that fell outside of the IDC mandate but were allegedly pushed at the instigation of Miya. 

“It’s like all transactions from that department are structured to fail but deal makers are afraid to make independent decisions for fear of punishment from their bosses. 

“There could be many but I know of two heads of department that were dismissed in the past two years for rejecting questionable business applications. 

“But the question you ought to ask is, how do these deals even end up at committee stage. Who approves them,” said the source.

The IDC responds

After two weeks of avoiding addressing questions on the Tinley Leisure/Club Med translation, the IDC this week sent us responses through its spokesperson, Tshepo 

Ramodibe:

The Industrial Development Corporation recognises the public interest in this project. However, it is important to note that the IDC operates within strict legal, governance and confidentiality frameworks, which limit the extent to which individual roles, internal deliberations and commercially sensitive information can be disclosed publicly. Against that background, the corporation provides clarification:

1. Role in the transaction

The IDC’s role in the Tinley Leisure/Club Med transaction is that of a funding partner and shareholder. The transaction was assessed and supported through the IDC’s standard credit, legal and governance processes and approved funding instruments were implemented through executed legal agreements.

2. Introduction of the broad-based BEE partner

 BEE participation formed part of the transaction structure assessed through the IDC’s governance processes and reflected in the final approved and executed funding framework. The IDC does not comment publicly on who introduced specific partners or on private negotiations between consortium members, as these are commercially sensitive and involve third‑party confidentiality.

3. Due diligence on the BEE partner

 All investment decisions, including BEE participation, are subject to the IDC’s standard due‑diligence, credit, legal and governance approval processes, in line with applicable law and IDC policy. Counterparty‑specific due‑diligence findings are not disclosed publicly.

4. Board‑level disclosure and sequencing

We do not provide public commentary on internal board deliberations, records or sequencing. In large project‑finance transactions, transaction structures may evolve during negotiations and document finalisation. The IDC’s governance processes are designed to ensure that final approvals and executed legal agreements reflect the definitive transaction structure.

5. Junior loan structure for the 14% BBBEE shareholding

The junior loan structure was designed to facilitate transformation within a large project‑financed development while appropriately managing risk through a defined cash‑flow and security framework. This approach is a recognised mechanism in large, capital‑intensive infrastructure projects and was evaluated and approved as part of the overall transaction structure. The IDC has been a key funder of transformation through similar funding structures for decades. 

6. Internal concerns and how they were addressed

As with many complex transactions, implementation matters may arise. Such matters are addressed through the IDC’s established governance, risk and control processes. The IDC does not comment publicly on internal processes.

7. Claims of late partner introduction or procedural breaches

 We do not accept the premise that consortium participation or transformation mechanisms were managed outside its governance processes. These aspects were assessed through the IDC’s formal approval and governance structures.

8. Alleged disputes within the consortium

 The IDC does not comment on commercial arrangements or any disputes, if any, between private consortium partners. Such matters are governed by contractual agreements.

9. Role in addressing concerns raised by funders or partners

 Where concerns arise that affect the IDC’s rights or obligations as a funder or shareholder, they are addressed through established contractual and governance processes, consistent with the IDC’s oversight role.

10. Governance and process

 The IDC remains committed to strong governance, accountability and ethical conduct. Where concerns are raised, they are dealt with through established institutional processes, governed by policy and, where appropriate, supported by independent mechanisms. The IDC cannot disclose confidential or commercially sensitive information publicly.