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Friday 18 January 2019
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Presidential web of conflict

…Presidency, FNB defend Zaamwaani-Kamwi
…My wife is suffering severe money losses-Geingob
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A banking transaction deal that could see over N$8 billion moving into the hands of the country’s largest commercial bank which is chaired by one of the presidential advisors-from a company in which the first lady has significant interests-has exposed the presidency to claims of conflict of interest. Talks of a potential conflict of interest in the deal involving FNB’s planned acquisition of Pointbreak and EBank are rife, seeing that the FNB board Chair Inge Zaamwaani-Kamwi also serves as an advisor to President Hage Geingob who is married to Monica Geingos. Geingos is an executive board member of Pointbreak and the Chairperson of EBank. Geingob dispelled any talks of conflict of interest saying Zaamwaani-Kamwi declared her interests and permission was given for her to serve as FNB chair.
 
It is expected that the acquisition of Pointbreak, which is managing in excess of N$8 billion of third party capital, will enhance the investment know-how and local wealth management capability of FNB.
 
According to FNB Namibia, the acquisition of Pointbreak is expected to complement the launch in Namibia of Ashburton Investments, the asset management business within the FirstRand group, which is FNB Namibia’s controlling shareholder.
 
Pointbreak is also the majority institutional shareholder in EBank with over 77.5 percent shareholding.
 
In a deal described as “buy one get one free”, there are claims that several big players in the local banking and finance industry has written to the Namibian Competition Commission[NaCC] opposing the pending merger. But questions sent to NaCC this week on this matter did not yield a response by the time of going to print. The precise value of the deal could not be established and FNB made it clear that there was never any intention to share the value of the transaction.
 
Losses suffered
“Transparency does not mean you do not belong there[on the board], she declared so that we can see if there is conflict and she got permission to continue. To be a board member does not mean you are running the bank,” said Geingob this week when questioned on how he is handling the perceived conflict.
 
He added: “There are those that say since your wife is there[conflict exists], so what? She has been there before I married her she did not come there after I married her…that is why she is trying to get rid of it.”
 
Geingob said his wife suffered severe money losses for having married me “and you are crying and going around saying conflict of interest!”
 
“What country have we become, jealousy jealousy jealousy, the person[Geingos] started Ebank and now you are questioning her leaving it,” said a visibly agitated Geingob.
No conflict
 
As for FNB, it said: “There is no conflict of interest regarding the Pointbreak Group acquisition. The current reality that the FNB Group Chair is an advisor to the President, and that the First Lady as a co-owner of Pointbreak stands to gain financially through the sale, has no bearing on a FNB Group management decision to make the offer, and in fact has no bearing on any potential final outcome of the deal, specifically should all regulatory approvals be met and the FNB Group acquisition be approved by independent regulators and commissions.”
 
In an emailed response to questions posed by The Patriot this week, FNB’s Chief Marketing Officer Tracy Eagles said the potential acquisition was negotiated via a FNB management committee outside of the Board, directly between the two parties – as such proposals would only go to Board if a strong possibility of agreement was in place.
 
According to Eagles, the plans to acquire Pointbreak and Ebank were only brought to the board in September this year(about 5 months after Zaamwaani-Kamwi’s appointment).
 
“Once all deliberations were finalised (over 10 months since early 2016) and regulators consulted, the matter was brought to the FNB Board in September this year, in order for a cautionary to be issued to the NSX – this so that investors could be cautioned to know that the Group was intent on making a change that could affect the share price,” she said.
 
Asked if the plan to acquire Pointbreak and Ebank was already in the pipeline at the time Zaamwaani-Kamwi was appointed board chair, Eagles said: “The taking of the proposal to the Board, was the first time that Inge Zaamwani-Kamwi, as Chair of the FNB Holding Board was made aware of the Group’s management intent to purchase Pointbreak. All deliberations with the principals of the Pointbreak Group were held separately at executive management level and without influence from FNB’s non-executive Chair.”
Eagles was quick to point out that stringent mechanisms are in place within the FNB ranks to ensure that conflict is well-managed and “in fact the these activities are also strictly regulated by the independent NSX.”
 
“Due to these rules, Inge Zaamwani-Kamwi, is highlighted as a PEP (politically exposed person) by these rules and FNB’s governance policies, and accordingly managed to an even higher transparency level. As you know, all Board members, at any time, are encouraged to disclose any potential conflict of interest and recuse themselves from interest conflicting deliberations if necessary,” she said. Eagles said the Board was only involved as a support decision-maker to a lengthy internal management strategy, in September of this year. “If it had been necessary for the Chair to declare conflict, a highly competent Vice Chair is always able to step up and manage the process. Transparency is a hallmark of FNB Namibia’s 110 years of local investment,” she said.
Regarding claims that FNB will “crowd-out” their competition if the deal gets all the necessary regulatory approvals Eagles said “we have no knowledge of ‘crowding out’ talks”.
 
“The acquisition is a natural expansion of value to customers at both ends of the value offering, enabling a great idea such as EBank to expand its footprint, and grow with stronger support to better meet its market’s needs, and enabling the development of investment expertise within the bank to better service the biggest wealth market potential we already hold as clients, while at the same time ensuring global access, alongside local expertise value to existing customers specifically. This move is about customer value addition, about what’s best for customers,” she said.
 
Zaamwani-Kamwi’s has been part of the FNB board since 2000, and according to Eagles, the former Namdeb boss was earmarked as a potential successor for the role of chairperson long before her appointment to the Office of the President “and her ongoing role shows the board’s trust and confidence in the leadership ability of Zaamwani-Kamwi.” Asked about the timeframe before the deal is concluded and the value thereof, FNB said: “We will be advised in the new year only regarding final outcomes to the process.”
 
The shares
The first lady has direct and indirect interests in both Pointbreak and Ebank. Pointbreak, a Namibian financial services group, provides investment management and wealth management services to the private, corporate and institutional markets, managing in excess of N$8 billion of third party capital. Pointbreak owns 49% of Stimulus, and also about 58,9% of Ebank. This means that FNB will now proportionally own Pointbreak’s shares in all the companies owned by Stimulus. The current Stimulus investment portfolio includes 44,58% in Plastic Packaging; 12,5% in Polyoak Namibia; and 44,58% in Plaspack Investments. It also holds 26% shareholding in Nashua Namibia; 88,3% shareholding in Joe’s Beerhouse Properties; 25% in the Cymot Group; 45% in Walvis Bay Stevedoring; and 50% in NEO Paints Holdings. In the media sector, Stimulus has 100% shareholding of Namibia Media Holdings, the publishers of Republikein, Namibian Sun and Allgemeine Zeitung.
 
Expert view
When Zaamwaani-Kamwi was appointed to the board, Labour expert Herbert Jauch was quoted in the Windhoek Observer saying Government should play a leading role, by coming up with a code of conduct that stops politicians from serving on company boards. “Absolutely, there is conflict of interest in that appointment, considering the influence that she has in her current position as an advisor to the president,” he said at the time.
 
“Being appointed to the board of a private company means one should be partial, but in this case that won’t be the case. Being an advisor of the president means one is somehow involved in politics, and business should be moving away from the undue influence of politics in their operations, and such an appointment goes against that,” he said.



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