Niël Terblanché
The Anti-Corruption Commission (ACC) of Namibia after an intense investigation has given Immanuel Mulunga, the suspended Managing Director of the Namibian Petroleum Corporation (Namcor) the all-clear after the watchdog could find no evidence of criminal intent when he authorised the transfer of money to Sungara Energies Ltd.
According to a report released by Paulus Noa, the Director General of the ACC, Mulanga authorised the payment to the conglomerate in the interest of Namcor and the country despite the fact that he attempted to repeatedly bring the matter to the attention of the corporation’s board of directors.
“The board was consulted but kept on deferring the discussions and decision on the matter. It was a matter where the managing director had to take a hard decision to safeguard the contract and avoid financial loss to Namcor and the country,” Noa said.
According to Noa, the ACC initiated an investigation with an objective to determine whether such payment was made to Sonangol as alleged or not, whether Mulunga made the payment without the approval or at least the knowledge of the Board or not, to establish the existence of agreements entered between Namcor and Sonangol or Sungara Energies Ltd, if any, to establish the extent of the mandate, if any, granted by the Board to the MD in handling with the Oil Block deal and Sungara Energies Ltd, whether the MD acted within the mandate granted to him by the Board when he allegedly executed the payment, assume the MD processed or authorized the payment to be processed by his finance manager, whether such payment was done with a criminal intent or not, and to establish any evidence or facts proving that the MD was dishonest, malicious or had an intention to commit either corruption, theft, money-laundering or any related crime when he executed the payment without the board
’s approval.
He said the ACC made it public knowledge that it would investigate the allegations, and that the MD and all members of the Board would be served with summons to appear before the Commission.
Summons were served on Jennifer Comalie (Chairperson), Timoteus Ekandjo (Deputy-Chairperson), Engelhardt Kongoro (Member), Onni Iithete (Member), Tersia / / Gowases (Member) and Immanuel Mulunga (MD).
He said all the people interviewed gave helpful information.
The Chairperson informed the Commission that the Board has approved Namcor’s strategy to pursue production assets in the Upstream Business to ensure the company becomes financially sustainable.
Namcor submitted a bid for a Total Energies Oil Block in 2020. It was however unsuccessful and as a result, the corporation resolved to bid for another Oil Block in Angola and to secure a successful bidding outcome.
“She further stated that Namcor approved the formation of the consortium, aiming at bidding for the Oil Block15/ 06 Joint Venture. The consortium comprises NAMCOR, Sequa Petroleum Ltd and Petrolog Energies Ltd. The due diligence was carried out by TRACS company on both companies before sanctioning the consortium named Sungara.
According to Noa, Comalie stated that the Board appointed Mulunga to be the representative on the JV and the JV ultimately appointed him to be the JV’s chairperson.
Each partner in the JV was required to pay a deposit of US$ 10 million in equity contribution.
Namcor, according to Noa, honoured the agreement by paying the set amount.
Comalie told the ACC that Mulunga approached the Board with a proposal to increase the equity contribution from the initial approved U$10 million to U$16.7 million.
She said Mulunga indicated that the other shareholders in the JV would most likely not pay their equity contribution to Sonangol on time. Since it was a Round Robin submission, board members had several questions regarding the submission and no approval was granted.
They proposed a formal meeting of the board to take place on the 19th of August 2022.
While in the discussions about the submission, the MD informed the Board that the additional required U$6, 7 million was already transferred to Sungara Energies Ltd on the 18th of August 2022.
The MD motivated his action that there was a deadline to pay the deposit as per the Sale and Purchase Agreement.
Noa went on to describe how the board resolved to suspend Mulunga on several occasions but failed to do so because the reasons they gave did not hold any water.
“These circumstances are what caused the Commission to conclude that it appears the Board or perhaps some members of the Board were, at all cost, scrambling .to hunt down the MD with a suspension. When the two initially devised reasons that could not hold water, it was not enough for them to lay the issue of suspension to rest. They decided to go for new reasons in the subsequent Board meeting to meet their apparent pre¬ conceived intention,” Noa said.
He said that it is a fact that a board of directors has a responsibility to ensure effective corporate governance of the company they are entrusted with.
“However, such corporate governance must be carried out in accordance with genuine principles of sound leadership that ensure the integrity of the board of directors.
If the Board finds their first and second allegations of misconduct not working and goes as far as searching for the third misconduct which is not, in any case, related to the matter on their previous agenda, it raises questions about whether the Board is just, fair and did not act in the manner that compromises their integrity,” he said
He expressed hope that the board will be able to justify their action during the course of disciplinary charges against Mulunga.
“It is obvious the board delegates authority to managers to manage the company and it expects the management to exercise the delegated authority in the interest of the company. Generally, while mismanagement of the company should not be tolerated, action against the management by the Board should be firm and in the interest of the company, while also considerate to compassion, fairness, humanity, and dignity of the management,” he said.
