Bob Sigwane’s open letter to MPs, Ndallawa

MBABANE- Last week on pages four and five, we carried articles that pertain to a forensic report compiled by Ndallawa and Company, where it recommended punitive measures against some staff members and ex-board members of STVA.

Chairman of the ex-board Bob Sigwane has come out to clarify what he views as discrepancies where the Ndallawa report is concerned.
He leaves no stone unturned in his quest to set the record straight on the operations of STVA during the terms of the boards he led.
We requested Sigwane, a lawyer by profession, to reduce his feelings into words and today we publish what he had to pen down.

BY BOB SIGWANE
(Former STVA Chairman)

Mr. Editor I write to you with a deep sense of sadness, reluctance, embarrassment, humility and respect for the Swazi people, Parliament and government structures.
Whenever one is appointed to a public body or office they should always expect their fair share of criticism, accusation and envy. These should be weathered with modesty and dignity. This Mr. Editor I have sought to do throughout the six-year period of my two consecutive terms as the then chairman of the Board of Directors at Swazi TV. Thanks to the co-operation given by former board members, the general staff and the CEO who was appointed during my first term in office, the road was not as bumpy as has been made to look by the hastily compiled Ndallawa report. During the said six-year period, we managed to improve the general administration of the authority; we appointed managers and substantive heads for all the nine Departments, which had hitherto been headed by acting personnel, including the office of the CEO itself. We set up proper administrative structures; we brought the budget under control - you will recall that when we took over at Swazi TV the organisation would sometimes fail to pay staff salaries as the budget would be exhausted before the end of each quarter. We put a Strategic Plan and Restructuring Plan in place. We updated the audit reports which were behind by at least four years. We resumed regulatory compliance with the filing of quarterly reports. We increased terrestrial coverage and rehabilitated our transmitters.
We carried out investigations and made reports about the disappearance of transmitters which event incidentally took place well before we assumed office. We introduced a fiscal procurement policy and managed to digitalise the station. We revamped and modernised the studio. We curtailed over-expenditure and thus, inter alia, closed the Jo’burg office as it was superfluous and redundant. We designed a restructuring strategy for STAR. We introduced a new transport policy and in the process curbed the ‘fuel drain’. We rationalised agency work and re-engineered the Marketing Department. We introduced sensible and productive training programmes. As you may have guessed Mr. Editor, the list of our achievements and endeavours is almost endless, hence my re-appointment for a second term as chair of Swazi TV. However, the intention here is not to sing one’s praises as most of the accolades have to go to the rejuvenated and re-motivated Management team that was created by the CEO Vukani Maziya.
Indeed Mr. Editor, as at half-way through our first term in office, guided and supported by old and experienced horses in the persons of bo-Babe Msibi the late, bo-Babe Magwaza, bo-Babe Khumalo, to name but a few, the moral at Swazi TV had shot-up like a rocket!
All the above came to an abrupt end when management recruited a new player in the accounts office, who had no respect for existing organisational structures and had no understanding of organisational theory or behaviour. The confusion and disruption engendered by this officer threw the revitalised organisational and administrative structure into disarray. The wayward behavior of this official was fanned by ill-advice from the officer’s professional colleagues and cohorts in governmental ministries and other regulatory bodies.
The officer’s disruptive campaign arising from dissatisfaction with the salary package stipulated in the said officer’s employment contract and, the demand to be recognised as the CEO’s equal culminated in the setting up of a Parliamentary Portfolio Committee inquiry chaired by a relative which, with respect, was set up to protect the officer from disciplinary action. Initially, the enquiry was to investigate the theft of millions from the digitalisation project. When the committee discovered that no such theft had taken place, it was forced to change its terms of reference at least twice in order to save face and then made an attempt to investigate ‘maladministration’ as opposed to ‘Theft or Fraud of E16 million. The various copies of the shifting terms of reference are there for you to see Mr. Editor and these speak for themselves and show the portfolio committee enquiry for the red-herring it actually was.’
The fallout from this embarrassing political blunder resulting from the above described manipulation of our parliamentary system has seen the erratic birth of the Ndallawa Report. This report on its own states that it is not an original document. It states that it is based on the review or abstraction of other reports. At best it reproduces these other reports verbatim or as attachments. It starts from the poisoned premise that that STVA is a corrupt, chaotic and unworkable organisation without any sense of leadership, organisational norms, objectives or any sense of governance or administrative structure.
Seating on their high horses, the authors of the report believe that all the members of the past boards of Swazi TV were grossly incapable of making any reasonable administrative policy decisions, yet some of the very reports relied upon by the said audit were based on decisions made by these boards. The ‘report is presumptuous and based on flawed methodology Mr. Editor and this is what constitutes its main undoing.
Consequently, the following issues and pertinent questions flow from the Ndallawa Audit Report. These are mere highlights and are neither exhaustive nor being set up as a defence of any nature whatsoever and the public’s attention is only drawn thereto only on without prejudice basis;







Although the audit report acknowledges that the authority is established by the Swaziland Television Authority Act, 1983 thus setting it up as a parastatal body, the Authors thereof thereafter proceeded to treat the institution as an ordinary company governed by the Companies Act, 1912.
As a matter of fact the STVA is a non-profit making entity whose function and administration is strictly regulated by the 1983 Act as read with any relevant provisions of the Public Enterprises Act, 1983.
Therefore, all matters of the management and governance of the authority are limited to the proscription of the enabling Act and the monitoring Act.











In its grave haste and overzealousness, the Ndallawa team, being quite content with the reward it stood to gain for its feeble and misdirected effort, completely overlooked this very important question before it undertook its catastrophic but quite profitable crusade.
The fact of the matter is that government has not as yet put such policy or corporate governance regime in place. Therefore, the style of administration of parastatals in the kingdom may vary from one organisation to the other.
Only during October this year has government put out to tender an invitation for the expression of interest for ‘the design, management and delivery of a management development programme for Government of Swaziland parastatals” see: Government Tender No. 167 of 2009/2010.
Clearly Ndallawa and Company has whimsically adopted their own arbitrary and unjustifiable standard using the rule of thumb.

c) SINCE GOVERNMENT IS YET TO DESIGN AND IMPLEMENT A MANAGEMENT OR CORPORATE GOVERNANCE PROGRAMME FOR PARASTATALS, IS IT FAIR FOR NDALLAWA TO JUDGE THE FORMER STVA BOARDS BY UNKNOWN STANDARDS?

Mr. Editor Ndallawa uses a foreign standard on Corporate Governance called the King report. I swear that my allegiance is only to one King. I swear further that throughout my terms of office at STVA I never invited Advocate King and his Committee to our boardroom; neither did the Minister, Parliament or Government instruct us to invite King to lecture us on his Boardroom policies and procedures. The boardroom procedure for STVA is clearly stated in the schedule of the Act of 1983.
Mr. Editor, your readers might be confused and lost in my blubbering about the King report: briefly, Mr. Editor, The King Committee on Corporate Governance was formed in South Africa, by South Africans under the auspices of the South African Institute of Directors to consider Corporate Governance in the context of South Africa.
This information is contained in the 2002 report of the said Committee’s Report. Clearly this report has nothing to do with The Swaziland Television Authority which is a Swazi Parastatal formed by the Parliament of Swaziland in 1983.
Now, according to Ndallawa, the relevant STVA Boards are guilty of infringements and other offences rendering them liable for damages because the South African King Report says so!

Sir, I confess that our Boards never adopted the King Report conceivable for the following reasons:

1. We never had any mandate to adopt any foreign report irrespective of its origin, whether it was from South Africa or Timbaktu.

2. The King report does not form part of the Swazi Legal System or the laws of Swaziland so as to govern a Swazi parastatal.

3. The Parliament of the kingdom of Swaziland has never debated, ratified or adopted this report commissioned by a South African fraternity or institute.

4. We never received any directive either from the PED or our line Ministry to adopt the King report. I venture to point out that even if such had been issued same would have been illegal or unlawful.
How can anyone be condemned to ‘fry’ by the terms of this document as recommended by Ndallawa and his company? Should Parliament have endorsed such recommendations?
Should our Parliament promote foreign reports and punishment of Swazi Citizens in Swaziland in, terms of foreign policies, reports and laws? Should we be found guilty of breaking foreign policies and laws without knowing that we are breaking these foreign institutional codes? Clearly no one, Mr. Editor, cared to carefully explain Mr. Ndallawa’s report to our Honourable Members of Parliament, which brings me to the last two concerns which arise from questions asked by a Member of Parliament during the adoption of the Ndallawa report.

d) IS THERE A LAW WHICH ALLOWS FOR THE PAYMENT OF THE TELEPHONE OR CELL PHONE EXPENSES OF SOME STVA BOARD MEMBERS?

Yes, Mr. Editor, there is such law.
In fact most senior public officials, including Members of Parliament, government officials and advisors, enjoy this facility and privilege by virtue of their positions and the burden placed by their responsibilities. In the majority of cases pertaining to these public officials there isn’t even any legislative enactment authorising this expenditure, but a simple Government circular suffices as the necessary authorisation.
In the case of STVA however, and ever since the authority was established in 1983, such authorisation was made by Parliament itself when it passed Section 13 (a) of The Swaziland Television Authority Act, 1983 which sub-section, inter alia allows for the funds of the Authority to be applied towards the payment of ‘fees, remunerations and other allowances and expenses of all or some of the Board members, officers, employees’ etc.
This authority cannot be amended by any ordinary means; be it by way of directive, board resolution or motion. The only manner to amend this Section is by an Act of Parliament.
Again it does seem that the attention of the Honourable House was never drawn to this specific and self-explanatory legislative enactment which Mr. Ndallawa for his gainful purposes decided to overlook.

e) IF THE USE OF CELL PHONES CONSTITUTED AN OVER EXPENDITURE WHY DIDN’T MANAGEMENT CUT SAME OFF?

This question, I believe from the newspaper reports, was the second question posed by the same Member of Parliament. Firstly, the accounts department never forwarded the bills to Board members.
Secondly, the head of the accounting department never raised a red flag by making a presentation to the Board about any over expenditure.
Even the Auditor-General who initially raised the issue failed to state how much budget was set aside for cell phones so that it could be stated with certainty whether there was any over-expenditure or not; all he could state was that cellphone users had exceeded their limits, but failed to demonstrate whether the budget for this item had been exceeded or not. He then boldly referred to an unauthenticated Board resolution and failed to state whether this expense was prohibited by the STVA Act or not. He apparently also could not resist the temptation of lumping together cell phone bills spurning a period of about six years and thus could not prove any tangible month to month alleged excesses.

f) LIABILITY OF BOARD MEMBERS AND STAFF

Mr. Editor this is an important matter which Ndallawa and Company decided to downplay.
The fact of the matter is that the legislation establishing the Swaziland Television Authority gives full indemnity to Board members and staff for actions done in furtherance of the provisions of the Act. Such indemnity is set out in Section 15 of the Swaziland Television Authority Act, which for the benefit of your readership Mr. Editor reads as follows:
“Nothing done by the Chairman or any other member of the Board or any person acting under their directions, shall, if done bona fide for purposes of executing any provision of this Act, render the Chairman, such member or person personally liable to any action, liability, claim or demand whatsoever.
Mr. Ndallawa and his Company relying so heavily on the South African King’s Committee Report have largely accused the former Swazi TV Boards and some members of staff mainly for negligence, but does such alleged negligence, if at all, amount to the exercise of bad faith so as to deprive these individuals of their right to indemnity granted to them by law?

Yours in humility,