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Funeral planner in boardroom war as two factions claim authority

Funeral planner in boardroom war as two factions claim authority — Lesotho Tribune
Lesotho Tribune
Maseru · Lesotho
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Business · Corporate Governance · Part One of Two

Naledi Funeral Planners has been without a functioning board since January. A failed court interdict, a disputed AGM, and a formal warning of personal criminal liability have brought the standoff to a head this week.

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A Leribe-based funeral services company is embroiled in a contested boardroom dispute that has left it operating without a properly functioning board for months, with two rival factions each claiming lawful authority over the company while policyholders and shareholders watch the standoff unfold.

Naledi Funeral Planners (Pty) Ltd, which operates from Hlotse and serves policyholders across Leribe and surrounding districts, has been at the centre of a governance crisis since its Annual General Meeting of 16 January 2026, at which a group of shareholders voted to remove five sitting directors and replace them with three new ones.

The removed directors have since challenged that outcome in court, seeking orders that would restrain the newly elected board from acting, interdict the Registrar of Companies from registering the new directors, and restrain seven shareholders from interfering in the company’s administration and management.

The court declined to grant any of those interim orders, extending only urgency to the matter. That outcome has left the resolutions of 16 January 2026 legally operative, a position the new board has now moved to act upon.

The five removed directors
Shareholders voted unanimously to remove the following at the disputed AGM of 16 January 2026
  • Malefetsane Tlelima
  • Bonang Phooko
  • Tholo Shea
  • Soaile Mochaba
  • Mamphano Tente

In a formal shareholder communiqué dated 24 April 2026, director Thabiso Madiba, writing on behalf of the shareholder-elected board, advised all shareholders that the new directors would resume their governance duties with effect from Monday, 26 April 2026, pending the final determination of the court application.

“It is neither prudent nor responsible for an institution such as Naledi Funeral Planners to continue operating in a governance vacuum without proper management oversight and direction.”

Thabiso Madiba, Director — Shareholder Communiqué, 24 April 2026

The shareholder communiqué sets out a sequence of events that began when the then chairman of the company abandoned the AGM of 16 January before its conclusion. The shareholders who remained, the communiqué states, constituted a quorum and resolved to continue the meeting.

In that continuation, shareholders unanimously resolved to remove the five directors. They then elected Thabiso Madiba, Khojane Madiba, and Ts’olo Seutloali as replacement directors, with two further vacancies left to be filled.

The communiqué also discloses that the removed directors have not been diligently prosecuting their court application since urgency was granted. If the situation persists, the matter may lose its urgent status and revert to the ordinary roll, which could leave the dispute unresolved for a prolonged period.

Concurrently with the shareholder communiqué, Madiba issued a formal instruction to company secretary Peter Matekane on 24 April, directing him to convene a board meeting on Wednesday, 29 April 2026, for the sole purpose of electing an additional independent director to the board.

That instruction was issued against the backdrop of a separate notice in which Madiba warned the five removed directors that their own reported plan to convene a board meeting to consider and approve the company’s budget constituted an unlawful exercise of authority. The notice warned that any expenditure incurred or authorised at such a meeting would be treated as irregular and unlawful, and that those responsible could face personal civil and criminal liability.

“Any attempt by you to exercise powers as directors is premature, improper, and legally untenable. The matter is sub judice, and any conduct involving the use or authorisation of company funds without authority may be referred to the relevant authorities.”

Thabiso Madiba, Notice to former directors

The Lesotho Tribune sought comment from representatives of the removed directors, from company secretary Peter Matekane, and from the Chief Executive Officer of Naledi Funeral Planners. No response had been received by the time of publication.

Naledi Funeral Planners operates in a sector where governance stability carries direct consequences for ordinary policyholders. Funeral cover clients depend on the timely and properly authorised processing of claims, particularly during bereavement. A prolonged absence of board oversight raises questions about the continuity of those functions and the security of premium receipts.

The new board’s communiqué commits to acting cautiously, responsibly, and strictly within the confines of the law, and pledges to keep shareholders informed of all material developments.

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Part One of Two. Part Two will examine what the governance dispute means for Naledi Funeral Planners’ policyholders and the regulatory framework governing funeral services companies in Lesotho.

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