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Metaco is a small, successful leadership consultancy. In 2018, it was purchased by Comair to become a key pillar in realising the ambitious dream of creating an extensive aviation academy for Africa and beyond. A change in executive leadership and Board dynamics at Comair led to that strategy and its newly acquired leadership consultancy being abandoned less than a year down the line. Whilst adjusting strategy to meet changing demands is welcome, the unethical and underhand manner in which Comair acted was simply corporate bullying at it's worst. We've recorded the history of events for public consumption and intend to show that it is possible for small 'Davids' to take on big 'Goliaths' successfully, to stand up for integrity and good governance so that all stakeholders can benefit.
Read all about it here:

Turkeys don't vote for Christmas:
Metaco questions Comair's governance at AGM
4 November 2019
Director of Metaco and Comair shareholder, Danny Tuckwood, attended the Comair AGM recently and questioned the governance and independence of the Board, among other issues. Metaco was recently disposed of by the aviation company under questionable circumstances.
Tuckwood raised several uncomfortable questions which the Board generally fumbled through and provided tentative answers. At times it fell upon the Company Secretary, Derek Borer, to either answer on behalf of the Board or shut them down. This prompted Tuckwood to ask why Borer does not have an arms-length relationship with the Board as expected by the King Code of good governance.
Tuckwood questioned the independence of Martin Moritz, Rodney Sacks, Piet van Hoven and Dr Welgemoed who had served 40, 39, 46 and 25 years on the Board respectively, especially as van Hoven, Moritz and Welgemoed form both the Nominations Committee and Remuneration Committe members, seemingly securing their own independent positions on the board. Tuckwood also questioned van Hoven's suitability to be appointed Lead Independent Director.
The dismal composition of the Comair Board led incoming Chairman, Lindsay Ralphs to declare that a "massive shakeup" of the Board was necessary and, as a majority shareholder through Bidvest, he felt "very uncomfortable" about the Board's lack of independence.
Tuckwood said he also found it concerning that there was no division of responsibility and accountability between the two Joint CEOs, and no clear guidelines on how their performance will be individually assessed and remunerated. Outgoing Chairman, van Hoven sidelined the issue, stating that the Chairman and Deputy Chairman will evaluate the process as they go, based on their engagement with the CEOs – thereby further compromising the independence they insist they maintain.
Despite having no specific job description, one of the Joint CEOs received a 40% personal performance bonus and 20% discretionary bonus after only 8 months with the company. On the other hand, long-standing past CEO, Erik Venter received no bonus whatsoever, despite having secured a R1.6 billion settlement from SAA during the past year.
Tuckwood also commented that the fees for the Chairman of Comair at R1.68 million seemed excessive for a company with a small market cap of R1.3 billion, especially when compared to the Chairman of Bidvest whose fees are R1.5 million with a market cap of about 70 times more at R71 billion. It was also pointed out that the fees are more than 250% of the fees paid to ordinary Board members. Fees for the Deputy Chairmen (despite its small size, Comair had two) also cost the company close to half a million Rand. Tuckwood questioned how the Board considered this fair, equitable, responsible and market related. It appears to mirror the remuneration inequities raised by Unions earlier in the year, and flies in the face of Comair's statement of ensuring that staff are remunerated fairly, responsibly, transparently and in line with industry standards.
The Board was asked why they had acquired 100% of Metaco, on whose Board Comair assumed a controlling interest, only to dispose of the company within 12 months indicating that the Comair Board had not performed their Executive oversight duties appropriately. In an attempt to absolve the Board and current Joint CEOs of responsibility, Borer shut down further questions and discussions saying the matter was under litigation.
I would have expected the Board to know why they bought Metaco and if they approved of its disposal, but they didn't seem to have a clue. What I observed was a contradiction of the statement issues by Comair claiming that it 'holds itself to the highest standards in its business operations'.
I saw nothing of it at the AGM. They behaved like turkeys voting to postpone Christmas! says Tuckwood. It is clear that there is excessive feathering of their own nest at Board and CEO level. There seems to be historic gross self-interest that does not serve the interests of shareholders. The non-independence of several members of the Board and Company Secretary, by their own admission, is extraordinary. said Tuckwood.
In my view, the Board had not applied their minds to the acquisition and disposal of Metaco, causing significant damage to the business. In the context of what I observed at the Board meeting, their non-adherence to basic governance procedures and highly unethical approach is not surprising. They have a lot to answer for. We now have to rebuild the business, and pursue expensive litigation after they grounded Metaco within a year of taking control. concluded Tuckwood.
Barbara Walsh and Danny Tuckwood, as prior sellers of Metaco have instituted arbitration and substantial damages claims against Comair.
To download the Press Release
Comair grounds small business
17 October 2019
Aviation giant Comair stands accused of reneging on an agreement to buy out a small family-owned business, grinding it into the ground in the process.
In July 2018 Comair acquired Metaco, a strategic leadership consultancy which had been providing services to Comair for two years, as part of its vision to establish an innovative academy for the global aviation sector. This was part of Comair's strategy to diversify income streams for the Group. In addition, Metaco would continue providing team and leadership development at commercial rates to support intensifying change in the Comair Group, and also consult to its external client base. But, with a sudden about-turn to their plans, Comair sought to disinvest from Metaco within a year, leaving Metaco's owners with just a shell of the thriving company they previously had. Now Metaco has had to instigate costly arbitration proceedings against Comair to resolve the dispute.
Metaco is no longer part of the Comair Group and the founders are now left to pick up the pieces of a once thriving business.
We consider these actions to be in bad faith says Barbara Walsh, and the process has certainly taken its toll. In the course of one year, our business moved from being a successful world-class consultancy to conveniently being declared insolvent by the new owners. Metaco has never been insolvent and neither did our Board believe we were insolvent.
This corporate hostility is not congruent with Comair's stated values of integrity, strong ethics and good corporate governance. As a business, Metaco is tiny in comparison with Comair. However our strong and ethical guiding principles inform us as a business, and as people, on our way forward. In spite of the personal risk, I will oppose this strongly as a moral issue. It is our intention that, in standing up against victimisation, we can demonstrate that it is possible to take on giants. I hope our story will inspire others with the courage to do the same says Walsh.
To download the Press Release
For the full Timeline of Events
Radio & Soundbites
Interview with Barbara Walsh - Rational Radio, Alec Hogg
What can we learn from Metaco and Comair - Biznews Editors Desk
702 The Money Show - Bruce Whitfield
Why did Comair buy Metaco?
Why did Comair divest in Metaco?
What are you planning to do about the disinvestment?
Is it worth it for a small company like Metaco to stand up to a large Corporate?
For more information, please contact:
Lisa Steingold - Head of Marketing at Metaco
Phone: 011 234 0703
Mobile: 066 326 1736