Category Archives: corruption

KQ EGM 2017

Kenya Airways (KQ) held an EGM – extraordinary general meeting of its shareholders today in Nairobi. KQ Chairman, Michael Joseph opened the KQ EGM with a statement that this was essential to the future of the airline, as it restructured their debt and reduced their cash payments. He cited the origin of the airlines’ problem as the fleet expansion, ordering new planes back in 2005, that arrived later than expected, and soon after there were issues like terrorist attacks, economic decline, Ebola and the airport fire. This was at a time that there were a lot of state-owned Middle East airlines allowed to Nairobi who did not have a profit motive and who undercut their KQ’s prices.

KQ’s first Dreamliner arrives in April 2014

He said the board had made responses such as offloading some aircraft to leases till the situation improved and they had also hired Sebastian Mikosz as CEO, who is a turnaround specialist.

Excerpts from the KQ EGM and the hour-long Q&A with shareholders

The Michael Joseph factor: Shareholders seem to have a lot of faith in Michael Joseph as a person to lead the turnaround. This is because of his legacy at Safaricom; he himself admitted as much in the challenge ahead of him, but he said that turning around KQ was much more complicated than Safaricom.

Hot button issues:

What Went Wrong? When it’s not clear what happened, Kenyans typically assign blame to corruption or mismanagement and several shareholders ask about a forensic audit query that had been done at KQ. Joseph said they had not forgotten the forensic audit, and he was going to clean the airline; he said that action had been taken with staff several dismissed or in court (He said justice was slow in the country cited a case where the former CFO had sued the airline and that case had not been heard a year later).

Payment to advisors; This came up several times and the figure cited was Kshs 1 5 billion. Joseph said the payment was a lump sum figure for the many advisors engaged in the complex restructuring deals. He cited Mckinsey as one case he was not happy and which had been terminated. Others were international competitively sourced and they had negotiated them down but had to pay.

Management ownership and staff pay: Shareholders asked the board and management to show commitment, by becoming shareholders. Joseph said he was a big investor at Safaricom and the KQ restructuring had an employee share ownership plan (ESOP) as part of the ownership plan, while disclosures about directors shareholdings would be forthcoming. Another shareholder asked the board and management to take a pay cut in line with what was expected of other employees.

Role of Government: Joseph said that the Government had allowed many new foreign airline flights to Kenya and that whenever the president visited abroad, other presidents asked if their airlines can fly to Kenya, or the tourism minister allows them to fly tourists to Mombasa – forgetting about KQ. Part of their future engagement with government will be on licensing of other airlines. On a question about nationalizing the airline, Joseph said that this had been ruled out and that KQ would remain a public company.

Banks left out to dry: Some shareholders asked if the banks agreed to the conversion? Banks lend depositors money to get it back and not for shares – and do not take KQ’s problems to other banks where this will make us miss dividends. There is a court case brought by some banks that will be ruled on August 10.

Fleet and performance CEO Mikosz spoke about monitoring the perception created in media about delays and cancellation at KQ and which unfairly gave the airline a bad impression. He said that flying 160 flights per days you expect 2-5% are expected to have some delays and this was standard in the aviation industry, but their stats were good.

Minority shareholders: Several minority shareholders said they had voiced issues at past AGM’s about high ticket prices, low dividends, and other issues who had been ignored and who were told that the airline was alright. Michael Joseph said he was an independent director and he and others were there to look out for minority shareholders.

Shareholders at the KQ EGM unanimously voted for the lengthy balance sheet restructuring that was done in a single vote.

Another circular will be issued with terms for shareholders investing afresh in the airline.

The next meeting will be a regular shareholder’s AGM on September 21.

KQ EGM swag: transport to/from town, t-shirt, packed lunch by NAS.

WDR 2017: Governance and the rule of law

WDR2017, the World Development Report from the World Bank for 2017, looks at governance and the rule of law around the world and how they can impact countries and economic development.

Illustrative pic from the Star Newspaper to show what a large sum of cash will look like

some excerpts;

  • Elections alone are not enough to bring change – even when citizens manage to remove politicians whose performance is poor or diverges from their preferences, elections alone offer no credible guarantee that, once elected, new leaders will not shirk their electoral promises and credibly commit to citizens’ demands.
  • Local elites can capture public spending despite participatory programs; as they can disproportionately sway expenditure decisions
  • Inequality begets inequality In societies in which inequality is high as the effectiveness of governance to deliver on equity outcomes can be weakened structurally because those at the top of the income ladder not only have control over a disproportionate amount of wealth and resources, but also have a disproportionate ability to influence the policy process.
  • Devolve: By multiplying the number of more or less autonomous arenas within which public authority is exercised, decentralization increases the opportunities for policy innovations and the emergence of effective leaders. Often these innovations are spurred by political outsiders, who may not have access to the national policy arena but are more likely to acquire citizen support locally and spur local institutional reforms.
  • Female leaders are less prone to patronage politics and corruption.
  • Media content is often defined by elites leading to a bias, but new media can counteract this.
  • Political parties are on average the least-trusted political institution worldwide
  • Politically connected firms gain undue advantage in countries through using market regulations to favor firms, granting import licenses to favored firms, and diverting credit.
  • Land redistribution policies often fail due to transaction costs, incomplete contracts, and political agreements.
  • The Panama Papers highlighted legal and illegal ways in which assets found their way to 40 countries: Funds are legally earned through tax evasion and evading currency controls and shifting profits, but also illegally by exploiting natural resources, violating intellectual property rights, corruption, embezzlement, drug trafficking, and human smuggling etc.

See the 2016 WDR report.

Tegeta Escrow

Yesterday Harbinder Singh Sethi and James Buchard Rugemarila were charged with obtaining $22 million and 309 billion Tanzania shillings from the Bank of Tanzania in what’s been dubbed the Tegeta Escrow case.

Perhaps the best summary of the Tegeta Escrow case comes from Africa Confidential (Vol 55 – N° 19) dated 26 September 2014 –

  • Heads may be about to roll after revelations about the contested transfer of 200 billion Tanzania shillings (US$124 million) from an escrow account in the central bank, the Bank of Tanzania, to Harbinder Singh Sethi’s Pan Africa Power Solutions Tanzania Limited (PAP, AC Vol 55 No 13). The complex details of how Sethi acquired Independent Power Tanzania Ltd. (IPTL) and then raided the BoT account have now been pieced together by two opposition members of parliament, Zitto Kabwe and David Zacharia Kafulila, with the help of The Citizen and Mwananchi newspapers.
  • If Sethi’s critics are proved right, this is the country’s biggest corruption scandal to date. Based in South Africa, Sethi is a Tanzanian-born businessman with a reputation for dubious past dealings in Tanzania, Kenya, South Africa and the United States. Sethi claims to have bought 70% of IPTL’s shares from Malaysia’s Mechmar Corporation, now in receivership. Yet Standard Chartered Bank Hong Kong (SCB-HK) claims to have purchased IPTL’s debt for $76 mn. in August 2005 and says Mechmar was already in liquidation when Sethi claimed to have acquired the shares.
  • The Tanzanian behind IPTL, former BoT employee and self-styled international consultant James Rugemalira, is also under investigation over the $75 mn. that he was paid by Sethi for his company’s 30% share in IPTL.
  • Both Sethi and Rugemalira have lived up to Kabwe’s description as ‘aggressive litigators’. Their strategy has been to steer the acquisition of IPTL away from non-Tanzanian jurisdictions (Malaysia and Britain), from other interested parties (SCB-HK) and lawyers, receivers and liquidators in Malaysia and Hong-Kong. In this way, SCB-HK’s property rights in IPTL have been summarily dismissed and attempts by SCB-HK’s lawyers to negotiate a compromise with Tanesco have all been blocked. Furthermore, the findings of the International Centre for Settlement of Investment Disputes over IPTL’s overcharging Tanesco for power supplied and the proposal for a solution involving SCB-HK claims have been ignored. Tanzanian courts have been complicit in rubber-stamping IPTL’s transfer to Sethi’s PAP. None of this helps improve the country’s image abroad.

Other

  • The unfolding details about the Tegeta Escrow case resulted in the removal of four ministers back in 2014. On Saturday, the energy minister, Sospeter Muhongo, resigned over his alleged role in the affair last year that saw $180m (£116m) taken from the country’s central bank. The move follows the removal from office of the attorney general, Frederick Werema, the energy secretary, Eliakim Maswi, and the housing minister, Anna Tibaijuka, who was sacked over the transfer of $1m to her private bank account Chairs of three parliamentary committees have also resigned following the scandal: Victor Mwambalaswa, energy and minerals committee; Andrew Chenge, parliamentary budget committee; and William Ngeleja, legal affairs and governance committee.
  • Back in December 2014, Stanbic Bank Tanzania released a short statement on the-then parliamentary report on Tegeta Escrow and their role.

 

Investor Motivated Terrorism

There have been two recent attacks which have looked like they were motivated by terrorists, but which now appear to have been linked to investors with issues or seeking gains

There was the deadly attack in Manila, Philippines on a casino and shopping complex that’s now attributed to a heavily indebted Filipino (a, former finance department employee who owed more than $80,000, and had sold off some property) who was hooked on gambling (his family had even asked casinos in the capital to ban him) …authorities released security footage showing Carlos casually exiting a taxi just after midnight and walking calmly into a vast entertainment and gambling complex like any other visitor. Shortly afterward, he dons a black ski mask, slips on an ammunition vest and pulls an M4 carbine assault rifle out of his backpack…at least 37 patrons and employees died, mostly from smoke inhalation as they tried to hide

But more shocking was the bus attack back in April on the team bus of a German soccer team.

  • In what seems like a plot from a James Bond movie, police arrested a man on suspicion he attacked the bus of German soccer team Borussia Dortmund GmbH last week as part of a scheme to profit from a slump in the club’s share price.
  • The man stayed in the same hotel as the soccer team, with a room overlooking the site of the attack. He bought put options online via the IP address of the hotel, the prosecutor’s office said. The options grant their owner the right to sell shares at a fixed price in the future. The man had taken out a loan to finance the transaction, according to the statement.
  • On the day of the April 11 attack in the team’s home city, he bought 15,000 options on Borussia Dortmund shares, betting they would drop sharply after the attack. (On the day of the attack, 15,000 equity-covered put options were traded at 18 cents a piece at 11:16 a.m. in Frankfurt, about 8 hours before the bombs went off. The options, issued by DZ Bank AG and due to expire on June 16, give the right to sell Borussia Dortmund shares at 5.20 euros. The shares closed at 5.61 euros that afternoon, shortly before the attack took place, and fell as low as 5.50 euros the next day. The stock hasn’t traded below 5.20 euros since February. DZ Bank declined to comment. The suspect bought three types of derivatives, with the suspicious trades leading authorities to the man)
  • The man later placed three bombs in a hedge on the road that the team bus was due to take to the stadium, prosecutors said. The explosives contained metal pins, which after the explosion were found as far as 250 meters (275 yards) away. One pin was found in a head-rest of one the bus seats, the authorities said.
  • “A massive share drop would have had to be expected, had a player been gravely injured or even killed as the result of the attack,” the prosecutor’s office said. Police are still calculating what the maximum profit could have been had the plot gone as planned, she said.
  • Borussia Dortmund said in a statement that it hopes all details of the plot will be cleared up in order to help the team, one of the few to be publicly traded, cope with the trauma caused by the incident.

Here in Kenya, we don’t have many mass attacks linked to such, but there are numerous stories of people who have taken their lives after gambling losses.

Gambia Asset Freeze

On Monday, the Justice Minister of Gambia Abubacarr Tambadou announced that he was freezing the assets of former President, Yahya Jammeh.

Reasons for this were that “preliminary investigations have revealed that between 2006 and 2017, former President Yahya Jammeh personally or under his instructions directed the unlawful withdrawal of at least 189,000,000 from funds belonging to Social Security and Housing Finance Corporation. Between 2013 and 2017, former President Yahya Jammeh personally or under his instructions directed the unlawful withdrawal of at least $50,000,000 from Special Projects Fund and International Gateway Accounts at the Central Bank of The Gambia.”

The freezing order affects:

  • 131 landed properties held in the personal name of former President Yahya Jammeh or companies directly associated with him.
  • 88 different bank accounts held in the personal name of former President Yahya Jammeh or held in the names of organizations directly associated with him;
  • 14 companies purportedly belonging to or directly associated with former President Yahya Jammeh;
  • A number of animals and livestock purportedly belonging to former President Yahya Jammeh.

“The freezing order is therefore meant to prevent former President Yahya Jammeh from liquidating or dissipating assets held in his personal name or his assets held in the names of his close associates or agents so as not to cause prejudice to the State should there be adverse findings made against him by a court of competent jurisdiction which may require the recovery of assets and monies from him by the State.”

Tambadou also announced that, after negotiations, the  Government had reached a settlement with a company called Conaprio and would pay $4.6 million. This, he said, was down from a claim by Conaptop for $32 million which was part of potential liabilities of over two billion dalasis (about $43 million) arising from international cases instituted against the Government of The Gambia in different fora around the world as a result of the purported acts of former President Yahya Jammeh and some of his close associates.

See also this Guide to Banjul, the capital of Gambia.