INFIGHTING among board members and the governance mess at TransNamib have forced one member to resign - albeit briefly.
Sacky Kadhila Amoomo tendered his resignation last month but had to withdraw it after a lengthy discussion with works minister Alpheus !Naruseb.
Works ministry spokesperson Grace Mubonenwa confirmed the resignation on Monday.
“The minister had received the letter from Amoomo himself. He engaged him in a conversation after which the issue was resolved. Currently, he is still a board member,” said Mubonenwa.
The TransNamib board consists of Amoomo, Dantagos Jimmy Melani, Thaddius Maswahu, Johanna Shikukutu and chairperson Pieter Oosthuizen. They were all appointed on 16 July 2014.
In his resignation letter, Amoomo cited irreconcilable differences with fellow board members who had passed a vote of no confidence in him, saying he was leaking information to the media.
In a letter to !Naruseb in April, the other board members also accused Amoomo of not attending meetings where important decisions were taken.
In response, Amoomo wrote to !Naruseb informing him of his decision to resign and giving reasons for his resignation as well as documenting what he said was going wrong at TransNamib.
He mentioned three things - the three-year appointment of Johan Piek as an executive project manager for the turnaround strategy; the suspension of the chief executive officer, Sara Naanda; and the vote of no confidence.
Amoomo argued that the position held by Piek, who earns N$2,2 million per year, was never advertised or discussed by the board when he was engaged effective from 15 October 2014.
“I was never invited to the board meeting at which the human capital committee of the board made recommendations for the appointment of Mr Piek,” said Amoomo, adding that he got to know about Piek's terms of reference in November last year.
He said the idea of hiring Piek was first brought up in a meeting held on 15 September 2014 where Oosthuizen distributed his curriculum vitae and proposed that he should be appointed as an adviser to ensure that the board's directives were carried out.
Amoomo said at that meeting he raised governance concerns on Piek's identification and the role he would be playing since he would be effectively taking over the responsibilities of the CEO.
According to Amoomo, the company was getting negative publicity in the media, which some board members attributed to Naanda.
He said a decision was taken to communicate the board's concerns to Naanda and should the situation not improve, pursue the appointment of an adviser. “I had advised the board, the chairman in particular within less than a month after the board was appointed to be mindful of governance issues as he had then shown a propensity to meet and discuss issues with third parties without first obtaining a mandate from the board,” said Amoomo.
He said the next he heard about the intended appointment was on 29 September 2014 when he received a meeting invitation with the subject heading “Meet Turnaround Project Manager” on 2 October.
According to him, he was shocked by this and had immediately enquired from his fellow directors via email and the response from the chairperson was: “This is the special adviser to the board. We renamed the position for obvious reasons.”
“I noted I was not part of the 'we' that the chairman referred to and the side board to which I was not party to had been established and was meeting and taking decisions,” said Amoomo.
He said on 13 October, he received an email from Oosthuizen saying he was not sure whether Amoomo had been in the loop but that however, the human capital management committee had proposed to the board to appoint Piek and that this has been done and he would be introduced to the executives the same afternoon.
Amoomo said he pointed out that the appointment letter was vague regarding what Piek really was - an employee or a consultant - as either position had legal implications.
A number of meetings where important decisions were taken were called at unreasonably short notice, which at most did not even include board agendas or supporting documents. He also said he confronted Oosthuizen about it but in vain.
His other complaint was the suspension of the chief executive officer, where he pointed out that law firm Dr Weder, Kauta and Hoveka challenged Piek's appointment saying it impinged on Naanda's role.
Amoomo said he asked the board to seek outside legal advice to respond to Naanda's lawyers at the time, but nothing came of it and that Oosthuizen called for a meeting on 27 October, which Amoomo did not attend since there was going to be another one on 31 October.
He further said on 27 October, he received an email from Oosthuizen saying the board had decided to give the CEO 24 hours to respond to certain allegations and that following her response, the board would decide to suspend her or not.
There was no response sent to Naanda's lawyers when she was suspended the next day, he said, adding that another board member Shikukutu pointed out that it was important to have all the board members present when making a decision such as suspending a CEO.
Amoomo said he later discovered from an email correspondence between two directors and a law firm that a draft letter of Naanda's suspension had already been written the previous week, long before the board considered her case.
“I had serious misgivings about whether to continue serving on the TransNamib board. It was clear that my views were being isolated and I could not make a meaningful contribution,” said Amoomo.
His peers however said there was nothing wrong with Piek's appointment without advertising the job as shown by a legal opinion they sought from TJ Frank (SC) and G Dicks Chambers.
On Monday, Amoomo told The Namibian that the communication was between himself and the minister and he was not willing to discuss the matter.
“I do not believe it is in anyone's interest to publish the same,” he said.
Board spokesperson Jimmy-Melani said they were not aware of the resignation letter and it was news to the board.
“It is customary that the board chairperson also be informed of such resignation and the rest of the board members as well. Dr Pieter Oosthuizen was equally surprised to hear through The Namibian that he has resigned,” she said.
Jimmy-Melani said Amoomo attended a strategic leadership intervention at a Swakopmund hotel about three weeks ago as a board member.
According to her, for every decision the board makes there are debates and lengthy discussions and it is the same way Piek's appointment was handled and approved by the former minister Erkki Nghimtina.
By Ndanki Kahiurika: The Namibian