3.4.2 Conflict of Interest by the ZPC Board Chairman
The Board Chairperson, Eng. Kazhanje was equally at fault in his involvement in the Gwanda National solar project. Eng. Kazhanje had a working relationship with Intratrek where he provided technical services to the company on separate power projects through his owned company Terninal Engineering (Pvt.) Ltd. In terms of Section 34 (1) (a) of the Public Entities Corporate Governance law, if a board member or a senior staff member “….knowingly acquires or holds a direct or indirect pecuniary interest in any matter that is under consideration by the board, shall forthwith disclose to the fact to the entity’s board”. This should be read together with section 186 of the Companies Act where such matters should be recorded in the minutes.
The Committee requested for a copy of the minutes showing that Eng. Kazhanje made a declaration of his involvement with Intratrek. The group legal officer for ZESA Holdings, Mr. Sangulawas not at liberty to admit or deny that there was such evidence. None of the other board members were aware of the declaration of interest by the Board Chairman. The ZPC board was appointed in 2014 and Eng. Kazhanje presided over matters related to Gwanda solar project, because the award was made to Intratrek in 2015. There was a conflict of interest and there is no evidence to show that Eng. Kazhanje recused himself or declared his interests in matters related with Intratrek. In this regard, there may be need for the Zimbabwe Anti-Corruption Commission to investigate possible abuse of office by the Board Chairman.
3.4.3 Lack of Fiduciary Duty by the Managing Director at ZPC
The Committee was informed that the Accounting Officer, Mr. Noah Gwariro, released the money without the approval of the ZPC Board or Holding Company. The board members, only became aware of the matter through media reports.
Section 14 of the Public Finance and Management Act stipulates that no public funds should be released without written instructions. In the event that an accounting officer is pressured to release public funds by a Minister or Deputy Minister, knowing it violates the law, a report has to be made to the Accountant General, the Auditor General and the Secretary to the Cabinet. This provision of the Act is supported by section 308 (2) of the Constitution which stipulates that “it is the duty of every person who is responsible for the expenditure of public funds to safeguard the funds and ensure that they are spent only on legally authorised purposes and in legally authorised amounts”.
The release of the money was also in violation of the contractual agreement, which stipulated that funds for pre-commencement works should be released after a bank guarantee has been given. There were various legal safeguards at the managing director’s disposal to protect him from political pressure. The Committee believes the Managing Director was complicit in his actions and should be held liable for lack of a fiduciary duty to the company.
It was also clear that the monies that were being paid to Intratek did not have approval from the board as confirmed during oral evidence by the Finance Committee Chairperson of the ZPC Board. It was also the reason why the monies were released as installments rather than a wholesome payment to Intratek. It is important that certain amounts of payment especially involving huge amounts require board approval.
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