. Corporate governance under siege
. MoUs signed without Board’s consent
. Wrongful dismissals by Aviation Minister
. Police, Military called in
. CHRAG begins probe
News Desk Report
There is seething tension at the Head office of the Ghana Airports Company Limited (GACL), the state-owned limited liability company mandated to manage all publicly-owned airports and aerodromes in the country, following persistent interference in the company’s operations by the Aviation Ministry.
The company’s Board, following a recent board meeting, wrote to the Aviation Minister expressing reservations about the signing of ‘several’ MoUs between the Ministry and third-parties that commit the airports operator to arrangements of which the Board has no knowledge and without any reference to the board.
These deals, B&FT sources say, include the MoU with SWISS Port for the construction of a Freight Forwarders Office Complex and the Construction of Cargo Village and road at the Tamale airport.
The Oboshie Sai Coffie-led Board also expressed their displeasure in a recent letter to the Aviation Minister about a directive to management of the company to suspend work on construction of the Airport City II project until further notice without recourse to the Board of the limited liability company; a decision that the Board has since reversed.
Following various offers to manage KIA received by the Aviation Minster for perusal, the GACL Board noted in a recent letter that: “Your press release [of April 17, 2019] suggests that the policy may have gone beyond the inception stage”, and requested to be appropriately furnished with the proposals for scrutiny.
Another critical issue raised by the Board was dismissal of the former Managing Director and purported reassignment of Mr. Robert Tagoe, the Secretary to the Board of the GACL and Group Executive Human Capital and Office Services.
Criticising the nature of the directive and its financial and reputational cost to the organisation, the Board noted that: “The Board is of the opinion that these growing incursions on the Board and Management’s autonomy may negatively affect the governance principles and obligations of GACL as required by law and by the contracts with our lenders. They might also affect morale of staff and may put the company in a bad light in the international community”.
Wrongful ‘reassignment’, CHRAG Probe
The Aviation Minister wrote a letter dated January 16, 2019, in which he asked the then Managing Director, John Attafuah, to vacate his post and hand over to his deputy.
In another letter, Mr. Robert Tagoe – the Secretary to the Board of the GACL and Group Executive Human Capital and Office Services – was said to have been reassigned to the Aviation Ministry, though he was recruited after a competitive interview conducted by Ernst and Young years ago, and has a working contract with GACL and is not a civil servant.
Given that the Ghana Airports Company Limited (GACL) is a limited liability company, duly registered with the Registrar-General’s Department on January 2006 and commencing operations on January 2007 and which can sue and be sued, the company was forced to privately negotiate for the exit of the then Managing Director and pay the requisite compensation.
Mr. Tagoe took his accumulated leave and petitioned the Commission on Human Rights and Administrative Justice on June 28, 2019. CHRAG then wrote to the Aviation Minister on July 25, 2019 for him to comment on the petition within ten working days.
The Board Chair and current Managing Director were also asked to comment within the stipulated time.
Having exhausted his accumulated leave and duly notified the Board and management, Mr. Tagoe resumed duty on Monday July 29, 2019.
Police and Military called in
The Greater Accra Regional Police Command led by a senior officer was the first to arrive at the company’s premises, at about 12pm on Monday, to remove the Group Executive Human Capital and Office Services and Board Secretary. Upon satisfactorily explaining the issues, they left the company’s head office located at the Kotoka International Airport (KIA).
The Airport District Police were next to try and remove the said staff from office. They also left upon realising there was no criminality involved. However, the Airport District Police Commander returned and impressed upon the said staff to vacate his office.
On Tuesday, the B&FT sources indicated that Military Police personnel were placed on the premises to prevent the said staff from performing his duties and ensure his offices remained locked.
Corporate structure & Governance of GACL
The Ghana Airports Company Limited (GACL) is a limited liability company, duly registered with the Registrar-General’s Department on January 2006 and commencing operations on January 2007, which can sue and be sued.
The government of Ghana is the sole shareholder. Given its very nature, the company is enjoined to adhere to the strict reporting requirements as stipulated by law.
By its very nature, the company is able to source for funds independently to undertake various airport infrastructure projects on the back of its own balance sheet; cover its own overhead costs; hold Annual General Meetings; and pay dividends to its shareholder—GoG.
The GACL, for instance, secured funding from the African Development Bank and Absa for expansion work on the Kotoka International Airport, renovation of Kumasi Airport, Construction of Ho and Wa Airports, and the construction of Terminal 3.
In the past, shares of the state were held in trust by the Finance Ministry and not the Aviation Ministry. One therefore wonders why the board, duly constituted by the shareholder, is side-stepped in major decisions; why a limited liability company is still seen as an ‘agency’ of the Aviation Ministry; and the why the role of the State Enterprises Commission (SEC) – led by Asamoah Boateng – in the management of this SOE being muted?