By Dhiladhila Magazine · Issue 13

A listing is signed off by a board. At MTC's, the lead independent director was a woman.

A public listing is remembered by its share price, but it is authorised by a board. When MTC crossed onto the Namibian Securities Exchange on 19 November 2021, the public offer that carried it there had been signed off by directors whose names rarely reach the market page, and one of the seats that mattered most was held by a woman.

That seat belonged to Toini Muteka, the board’s deputy chairperson and lead independent director. In a governance moment built to reassure a first-time public, the role charged with guarding independence sat with a woman, which is worth reading on its own terms.

The chair and his deputy

The MTC board was chaired by Theo Mberirua, with Toini Muteka appointed deputy chairperson and lead independent director. Muteka, a human resources practitioner by background, had joined the board in 2019, and by the listing she held the seat whose job is to keep management honest to shareholders rather than to the executive.

The pairing matters at a listing. A chair sets the board’s direction, but the lead independent director is the counterweight the market looks to when a state-owned company opens itself to public owners, and at MTC that counterweight was a woman.

The seat built to protect outside shareholders was held by the board’s senior independent woman.

What a lead independent director does at listing

The lead independent director’s task sharpens precisely when a company goes public. Outside shareholders arriving on the register need someone inside the boardroom whose duty is to them and not to the executive or the founding owner, and that duty falls to the independent seat. It is the role that signals a board takes minority interests seriously.

For a company moving from a single state owner to thousands of citizens, that assurance is not decoration. The credibility of the whole offer rests partly on whether independent voices can check management, and Muteka’s seat was where that check formally lived.

Independence on the board is the promise a listing makes to the strangers who buy in.

The rising-stars reading

Placed against the wider picture of women in Namibian business, Muteka’s role is a marker worth naming. The person holding the independence mandate on the largest local listing of its day was a woman with a human-capital background, in a boardroom and a sector where that is not the default. The precise gender balance of the full MTC board at listing is not confirmed here [TK].

The value of a visible example is that it lowers the distance for the next appointment. A rising manager reading the deal sees a woman in the board’s senior independent seat on a landmark listing, and the seat stops looking like someone else’s to hold.

Representation at the top of a landmark deal is how the next appointment gets easier.

The operators who executed

Around the board sat the executives who ran the offer day to day. Chief executive Licky Erastus led the company through the listing, chief financial officer Thinus Smit carried the numbers, and Tim Ekandjo, the chief human capital and corporate affairs officer, fronted the public communication that urged Namibians to apply. Leadership at a listing is distributed across a bench, not concentrated in one name.

That spread is the honest profile of the deal. A listing is executed by a team – a chair, an independent deputy, a chief executive, a finance chief and a communicator – and it succeeds or fails on whether those roles hold together under public scrutiny.

A listing is signed by a board and run by a bench, never carried by one person.

For anyone building a board or tracking women in Namibian business, MTC’s listing offers a concrete profile: a landmark deal whose independence mandate sat with Toini Muteka, executed by a named bench rather than a single figure. The decision it poses to a company preparing to list is who to place in the independent seat that the incoming public will actually be trusting.

Sources: MTC Public Offer Results Announcement; Storm over MTC board choices (allAfrica); MTC Namibia – company and leadership (Wikipedia)