Shelter Afrique is holding a session of its board of directors at the beginning of February 2022, coupled with a retreat for directors. The face-to-face meeting comes as the pan-African institution specializing in the financing of social housing has been mired in a crisis that has not ended for a year. On the eve of this board of directors, there is reason to wonder if in the end the directors will look into the many files revealed by Financial Afrik or hide the dust under the rug and move on.
As a reminder, most of the fraudulent acts denounced by the whistleblower, namely the disbursement of 2.3 million dollars in favor of Remote Group for the Rugarama project (Rwanda) which were diverted into 3 unauthorized payments totaling the sum of 2.1 million dollars disbursed in 3 tranches ($800,000, $1,000,000 and $302,100) in an over-the-counter contract in favor of Sichuan Huashi Enterprise Corporation for the Othaya Road project (Kenya) were placed respectively in June 2020, in December 2020 and in January 2021. Since then, eighteen months have passed. In addition, the submission of the report of the independent investigation of the firm PKF which had confirmed the allegations of the whistleblower for amounts totaling approximately 5.0 million dollars took place 6 months ago.
The amounts at stake in these different cases (5 million US dollars), correspond as we wrote to the contributions to the combined capital of the following 7 countries in 2021: Swaziland, Rwanda, Togo, Mali, Uganda, Côte d’Ivoire and Cameroon. This should concern the direct representatives of these countries (Cameroon, Togo and Mali) or their indirect representatives: the administrator of Namibia who represents Group 2 which includes Swaziland, Rwanda and Uganda and the administrator of Mali which represents Group 7 which includes Côte d’Ivoire.
In addition, it should be noted that after posting a profit of 1.8 million dollars in 2020 for the first time in 5 years, Shelter Afrique will fall back into the red and record a loss of several million dollars because of the rules. IFRS 9 prudential rules which impose the provisioning of arrears on the unauthorized and diverted facility of $2.3 million granted to Remote Group for the Rugarama Project (Rwanda).
A weakened governance framework
As reported by Financial Afrik in its previous articles on this rebounding affair, the whistleblower policy has in fact been completely dismantled. Indeed, instead of protecting the whistleblower as provided for in his texts, Shelter Afrique victimized him and reprisals were carried out against him, which pushed him out while the actors of the fraudulent acts reported by the investigation are still in office and feel in no way worried.
For all practical purposes, to understand the different responsibilities, it is useful to recall below the composition of the institution’s board of directors:
Group A
1 – Kenya, Somalia, Swaziland, Zimbabwe: Administrator Charles H. Mwaura (Kenya)
2 – Namibia Botswana, Malawi, Rwanda, Tanzania, Uganda, Zambia: Administrator Nghidinua M. Daniel (Namibia)
3 – Togo, Ghana, Guinea, Cape Verde: Administrator Ouadja K. Gbati (Togo)
4 – Morocco, Algeria, Tunisia, Mauritania: Administrator Mina Azerki (Morocco)
5 – Cameroon, Benin, Congo, DRC, Gabon, Madagascar, Mauritius, Niger, Seychelles, Sao Tome & Principe: Administrator Marie-Rose B. Dibong (Cameroon)
6 – Nigeria, Liberia, Gambia, Sierra Leone: Administrator Olaitan O. Komolafe (Nigeria)
7 – Mali, Burkina-Faso, Burundi, Central African Republic, Chad, Djibouti, Equatorial Guinea, Guinea Bissau, Ivory Coast, Senegal: Administrator Sekou Demba (Mali).
Group B
African Development Bank: Administrator Patience Chika Akporji (Nigeria)
Africa-RE: Administrator Ephraim Kiiza Bichetero (Uganda).
Independents
Independent: Director Dr. Steve O. Mainda (Kenya).
Independent: Director Babatunde A. Sanda (Nigeria).
Key player in the crisis
As reported by Financial Afrik, Dr. Steve Mainda, former chairman of the board and also an independent director, chaired the board of directors of Shelter Afrique for the last 2 years before being pushed out there. 2 months following our revelations. The information had not been published, perhaps by oversight.
One of the key players in the deep crisis that Shelter Afrique is going through, Dr Mainda was silently ousted. This high frame has,
against all good governance practices, attempted to discredit the whistleblower’s allegations and block the PKF investigation (during the townhall of May 20, 2021).
Need we remind you, before landing at Shelter Afrique, Dr. Steve Mainda was Chairman of the Board of Directors of
HF Group, a Kenyan financial institution.
After six years (2014-2020) as PCA, Dr. Steve Mainda stepped down as Chairman of the Board in 2020. Upon his departure, the listed financial institution, also specializing in housing, was in a financial situation and institutional very compromised.
Based on publicly available information, our research has established that the institution saw its market capitalization increase from 10.6 billion to 1.4 billion Kenyan shillings in December 2014 when he assumed the chairmanship of its board. of Directors to December 2020 when he left office. This represents a loss of 90% of the market capitalization of the banking group. During the same period, the price of its shares fell from 45.9 to 3.8 Kenyan shillings per share. Moreover, at the time of his departure in 2020, the bank had recorded losses 3 years in a row for a cumulative amount of 2.4 billion Kenyan shillings or the equivalent of 24 million US dollars.
Dr. Mainda saw his six years as chairman of the board of directors of the bank in question culminate in an institutional crisis which saw its reference shareholder express the desire to withdraw from the shareholding and sell the entirety of his participation.
The search for a new reference shareholder to carry out the recapitalization of the group has still not been concluded to date after the announcement made in 2020 of the departure of Dr. Mainda from the chairmanship of the board of directors. Could such a scenario repeat itself at Shelter Afrique?
It should be noted that despite the sanction vote of his peers to relieve him of his duties as Chairman of the Board of Directors of Shelter Afrique because of his serious failings, Dr. Mainda chose not to resign and to remain as an independent director contrary to the practice in such cases. He is currently a “floating director” and is not assigned to any committee and therefore does not fulfill any role.
Reminder of the role of the Board of Shelter Afrique
It is important to remember that due to its nature as a multilateral financial institution which is not subject to a supervisory authority such as a central bank, the supervision of operations is assumed by the board of directors such as prescribed by the Bank for International Settlements.
This means that the administrators are the ultimate bulwarks of defense of the institution and its interests and ultimately those of African taxpayers. As a result, they take on an additional responsibility. Indeed, in addition to the fiduciary responsibilities incumbent upon them as representatives of shareholders, the latter assume the role of supervisor played by central banks in the case of commercial banks. In particular, they are responsible for taking the necessary and prompt corrective measures depending on the seriousness of any violations to ensure the safeguard of the institution, compliance with prudential standards and the application of compliance and ethics rules.
Given the nature and seriousness of the violations confirmed by the PKF investigation and the damage caused to the pan-African institution and in particular the losses projected for the 2021 financial year, when will the board of directors it ensure the implementation of the recommendations adopted by its ARF committee to put an end to the institutional and operational paralysis of the institution and the restoration of the strictest standards of governance and compliance?
Le climat politique qui prévaut actuellement sur le continent est une indication éclatante de l’impatience des citoyens et citoyennes africains qui réclament à cor et à cri des réponses urgentes et appropriées aux problèmes qui se posent dans la sphère économique et qui exigent de mettre un terme à la gabegie et à la mauvaise gouvernance qui tirent vers le bas la croissance économique de notre continent.
Hésitations des actionnaires
En raison de cette crise qui perdure, les actionnaires hésitent à honorer leurs obligations et à marquer leur accord pour des opérations de Shelter Afrique particulièrement ceux qui ont demandé la tenue d’une assemblée générale extraordinaire pour résoudre les problèmes auxquelles l’institution fait face.
Ainsi, le Nigeria qui avait promis de payer ses arriérés de contributions de près de 29 millions de dollars il y a 15 mois et ce malgré une nouvelle annonce plus récente semble hésiter à passer à l’acte. Il en est de même pour le Ghana et d’autres pays.
Vigilance continue
Financial Afrik continuera de suivre de près l’évolution de la situation à Shelter Afrique, institution importante pour la résolution des problèmes de logements et de développement urbain de l’Afrique. Notre journal fera des reportages sur les réformes qui seront entreprises par le conseil d’administration ou par les actionnaires eux-mêmes si l’assemblée générale extraordinaire réclamée par certains d’entre-eux est convoquée prochainement pour mettre un terme à la dérive de la banque panafricaine.
