The term of Air Namibia’s Board of Directors ended amidst controversy over the future of Theo Namases, the airline’s embattled managing director, who was suspended, entered into a settlement agreement with, and who is now destined for a spectacular return to her job.
Spokesperson of the outgoing Board, Tim Ekandjo, spoke to Managing Editor Toivo Ndjebela.
Your three-year tenure as Board members at Air Namibia has come to an end. What are the positives and negatives you can reflect on?
Firstly, we would like to thank Honourable Minister [Erkki] Nghimtima who appointed us and who we served most of our term under. I must commend his team for putting together a very competent Board with diverse skills, and experts who were never afraid to agree and disagree with each other.
A key positive was that the minister allowed the Board to operate independently without any interference and consulted only when it was necessary. We have obviously achieved a lot, which includes restoring the credibility and dignity of the Airline from a laughing-stock to a respectable airline with regard to on-time performance, service delivery and bettering the financial performance of the airline, which has been a major concern for government and the public over the past years.
We achieved all this in just three years, but there is of course still a lot that needs to be done and you cannot do all in three years. We are however happy with what we managed to achieve under the circumstances and wish the new Board all the best in maintaining the momentum.
Is it fair to say that the Board has been at loggerheads with the MD and wanted her gone?
We have always maintained a professional relationship with the MD and I can attest that the Board had no such agenda to have her gone, besides why would we do so? The forensic investigation was ordered by the then Minister Nghimtima a few days after our appointment as Board members for various reasons.
That was therefore one of the first assignments we were given and as responsible Board members we had to act on the findings of the investigation. We did not conduct the investigation; it was independently done by experts. It is therefore not correct to assume that the Board had an agenda. Due process was followed in suspending the MD and this was challenged in the High Court, that dismissed the application with cost.
Why did it take ages for the Board to charge the MD and for the hearing to start?
Once again this is not correct, the MD was charged less than three months after she was suspended, which was within the policy guidelines. I am aware that different media houses reported that the MD has not received her charge sheet yet, but as professionals you cannot always react to every report, because in a professional environment certain things deserve a certain level of confidentiality.
I do however admit that the finalisation to set a date for the hearing took long, but you also need to understand that once you are charged we leave the process up to the lawyers to deal with technicalities and that process sometimes take long. But I can confirm that the hearing date was set for the 22nd June and all parties were informed.
It was alleged that the Board had no case and therefore opted to settle?
This is an absolutely ridiculous lie, but one that we have become used to. The hearing date was confirmed and the records will show that it was not the Board who initiated a settlement, but the opposite is true. It was also reported in the media that the Board agreed to a golden handshake, which is also not true. We simply agreed to a payment that she was entitled to in line with the provisions in her contract of employment, and we would have paid the same amount whether she was dismissed through the hearing or not.
Therefore taking into consideration the financial situation of the airline, it made absolute sense to settle now and save the airline over N$1 million in legal fees, we therefore acted in the best interest of the airline and we have absolutely no regrets with the decision we took.
But surely such a clause in any employment contract is unusual if it does not have conditions?
The clause is what it is, and the contract was signed with the previous Board. You need to understand the clause if you are to appreciate and understand why the Board agreed on the settlement. The clause states that if the contract is terminated for “any reason”, whether dismissal or fraud or simply mutual termination, the airline would have to pay the MD X amount. So whether we had gone ahead with the hearing and had her dismissed we would still have been liable to pay X amount, which I will not mention for professional reasons.
Your line Minister, Alpheus !Naruseb claims he was not consulted and that he waited for the Board to consider reinstating the MD as he recommended?
The independence of any Board is of paramount importance if corporate governance is to flourish. As Board members we have been appointed on the basis of our expertise and we are therefore expected to exercise our minds without undue influence of any sort and make decisions in the best interest of the airline. That is exactly what we did.
The Board had two meetings with the Hon Deputy Minister [James Sankwasa] where we were instructed to reinstate the MD and we refused, because we explained that the charges were far too serious and that she could only be reinstated after she is cleared by an independent disciplinary hearing.
There was therefore no way the Board was going to reinstate her without having gone through a hearing. Yes, we were instructed by the minister to consider his recommendation, but after that meeting the settlement was initiated by the other party [Namases] and we considered it and informed all stakeholders involved, including the Honourable Minister.
The Board kept the minister fully informed in writing. There is a difference between not being consulted and not agreeing with a decision. The Board has written a letter to the minister to inform him and seek his support on the settlement, as discussed in our last meeting. We did not receive any response from his office.
We wrote a second letter and still did not receive any response and only at our third attempt did we receive a response from his office through his secretary, assuring the Board of his support. It is therefore not correct to say that we only informed the minister that we have already settled. In fact, we only settled upon confirmation that all stakeholders have agreed to support the settlement.
You have to understand that the decision taken by the Board also did not require the shareholders approval, but required us to consult, which we did. If we terminated or fired the MD we would obviously require approval, but we simply accepted to settle at their request, which is a big difference.
But why did the Board not want to reinstate her pending a disciplinary hearing as recommended by the minister?
I will unfortunately have to answer this question generally and not refer to this specific case because I don’t want to divulge the specifics. If you suspend somebody pending an investigation, you have two choices after the investigation is finalised. Either you did not confirm your suspicions or allegations, based on the investigation and you can therefore comfortably reinstate the person, or you confirm the suspicions or allegations based on the findings of the investigation.
If you confirm and you are confident to take the matter to a disciplinary hearing then you, of course, need to keep the person on suspension so that they do not interfere with the process or influence witnesses, because that possibility exists, given your position. You cannot argue that the charges are serious enough to warrant a suspension and if you confirm such then you want to reinstate and continue with the hearing, it does not make sense. If the charges are serious and relate to breach of trust etc, then it is advisable to keep the person on suspension until they are cleared by an independent hearing.
You are now paying the price for not implementing the minister’s recommendations by being axed from the Board, with the minister only retaining the two members who supported him…
It is an absolutely rewarding price to pay and I have no regrets, because my professional integrity and the wellbeing of the airline which we were mandated to oversee is far more important than any other interest, and we would therefore do it all over again. We knew that we were only appointed for three years and had no expectations of our term being renewed, so we are completely fine with being axed, or whatever you want to call it. We however walk away with our dignity intact and that is priceless; something we will not trade for anything.
There are now talks that the MD will be reinstated with a new Board, what are the implications?
After all is said and done, it is the ultimate responsibility of the shareholder to decide what is best for the airline. If people were being corrupt, or fraudulent in any parastatal, the minister can ultimately decide to either condone it or not. However, they must be mindful of the salient message they are sending, which will set a very bad precedent for corporate governance in SOEs, which includes scaring experts from the private sector away from accepting appointment as board members in SOEs.
If the minister sees fit to reinstate her, he will be well within his rights, as it is his prerogative to do so. Whether it is right or wrong is a separate discussion and I have no mandate to take part in that particular discussion.