Sub-committees of the Botswana Railways Board of Management continue to meet even when the board doesn’t legally exist.
According to the Botswana Railways Act, the board shall consist of the Chairperson, the Chief Executive Officer (referred to as General Manager in the Act) as well as “not less than five or more than nine other persons.” The Act also says that “The quorum at any meeting of the board shall not be less than one-half of the members of the board.” Initially, the board had nine ordinary members and while some later stepped down, the membership never fell below five.
Until last year, the board had seven board members, one being Lesedi Moakofhi. However, on November 23, 2016, Moakofhi resigned as board member to take up a Managing Director post at a BR subsidiary, the Gaborone Container Terminal ÔÇô which is more commonly known as Gabcon. The legal interpretation rendered by a Gaborone lawyer who has notched up one too many court wins under his Gucci belt is that, when Moakofhi stepped down, the board ceased to exist because the BR Act clearly states that the board shall have a minimum of seven members. That is indeed the understanding of some senior officials at the Ministry of Transport and Communications who express bafflement at the convening of meetings by sub-committees of the board. Such committees exist as corollaries of the board but the legal situation is such that legally the board doesn’t exist.
“The meetings are a waste of company resources because the resolutions reached at those meetings don’t have legal force and effect. The committees can’t feed into the board because it doesn’t exist,” a ministry source says.
To a lay person, the quorum provision might appear to provide legal basis for the holding of such meetings because in a board of seven, mathematically “one-half of the members of the board” works out to 3.5 members ÔÇô which in raw numbers will be four members. As it happens, the board has six members which appears to be two more people than is required to form a quorum. On the other hand, the lawyer says that the quorum issue “doesn’t even arise” because legally there is no board.
Only one person can resolve the impasse ÔÇô the Minister of Transport and Communications, Kitso Mokaila, whom the Act empowers to appoint the “not less than five or more than nine other persons.” He has not done so at this point and for as long that remains the case, BR has no board.
For some time now, BR has not made a profit and as if its financial woes were not enough, the parastatal organisation is roiled by internal turmoil relating to the operations of the board’s sub-committees. The CEO, Dominic Ntwaagae, has just one month left in his contract of employment. This is said to have created some disjuncture between him and a board that should have renewed his contract but didn’t. Sunday Standard learns that while Ntwaagae has traditionally arranged meetings of the sub-committees, that is no longer the case. Chairpersons of such committees do so by themselves and BR management only gets to learn about these meetings after the fact, in some instances when board members ask for transportation or put in claims for sitting allowance.
“The would-be board members are sidelining him even though he is still the substantive CEO with full legal authority and power,” says a source, adding that while in the past the sub-committees would share resolutions from their meetings with the CEO, they no longer do so.
One burning issue around the meetings of these committees is gaining intense luminosity. With the board chairperson exercising oversight, the sub-committee chairpersons are basically the ones who decide when their committees can meet. Naturally, members get sitting allowance after those meetings. Where there is a lapse in the exercise of such oversight, the possibility of chairpersons exercising questionable discretion looms large. A source says that some of sub-committees have held numerous meetings with no real agenda.
There is no consistency in the holding of these meetings. Documents passed to Sunday Standard show huge differences in the regularity of the meetings of these committees. All told there are five sub-committees: Business Operations and Investment, Human Resources, Tender as well as Finance and Audit. Between January and October last year, Business Operations and Investment held five meetings, all between August and October; HR also held five, unevenly spread out from February to October; Tender held seven, also uneven occurring between January and June; and, Finance and Audit held only one in April. Additionally, there were special board meetings and one “meet-and-greet” staff meeting that was attended by the board chairperson, Modise Modise, Keneilwe Mere, Cross Kgosidiile, Molebatsi and Moakofhi. Kgosidiile is no longer a board member.
As widely divergent is the sitting allowance that the members earned. At P22 230, Moakofhi, who was the chairperson of the HR Committee, was the top-earning board member in the stated period. She made this sum after attending 18 meetings. Following closely behind with P20 420 and having also attended 18 meetings, was Ditirwa Mphoeng, the Chairperson of the Tender Committee. The third highest-earning member was the former Assistant Minister of Agriculture, Oreeditse Molebatsi, who is the Chairperson of the Business Operations and Investment Committee. Having attended only three meetings (two special board meetings and the only Finance and Audit meeting) motor magnate and Botswana Democratic Party treasurer, Satar Dada, earned the least amount of money ÔÇô P2 940. The board chairman, Modise, attended only seven meetings and made P8550. Dada is also no longer a board member.