Liberia: Board Fees Not Illegal Former Justice Minister Opines
Monrovia – The Special Presidential Committee’s recommendation that members of the Board of the National Oil Company of Liberia who received bonuses for negotiating the sale of Oil Block-13 be made to restitute the amounts into government coffers or face prosecution has ignited a new argument.
Report by Lennart Dodoo, [email protected]
Former Chairman of the Board, Mr. Robert A. Sirleaf, recently reacted to the recommendation, arguing that board fees and bonuses are not unique to Liberia’s state-owned enterprises or the National Oil Company of Liberia, specifically.
He stemmed that other state-owned enterprises like the Liberia Petroleum Refinery Company, Liberia Maritime Authority, Liberia Telecommunications Authority, etc. were all involved in the practice.
But President George Manneh Weah has vowed to implement the recommendations of the Special Presidential Committee.
The investigation of the Special Presidential Committee was necessitated by a March 29, 2018 report released by Global Witness. The report dubbed “Catch Me If You Can” which unveiled how ‘irregular payments’ were made to some former officials of the Ellen Johnson-Sirleaf-led government to pass on Block-13 to ExxonMobil.
The Report tended to expose ExxonMobil ‘dubious’ maneuver to acquire the oil block, despite knowing that its purchase might enrich former Liberian politicians who were likely behind the block.
According to the Global Witness, the deal was structured in that it hoped to bypass US anti-corruption laws.
According to Global Witness, members of NOCAL Board at the time, including Robert Sirleaf, Chairman; Fred Bass Golkeh, Co-Chairman; Dr. Randolph A. K. W. McClain, Secretary; Amara Konneh, Member; Cllr. Seward Cooper, Member; Patrick Sendolo, Member; Joseph Howe, Member; Jacqueline Khoury Member; Idella Copper-Shannon Member received a total amount of US$136,560.05 for approving the sale of the oil block.
At the same time, member of the Hydrocarbon Technical Committee also received a total of US$365,000 for the deal.
Cllr. Idella Cooper, however, in a recent statement clarified that she never served a member of the NOCAL Board. Her role was merely to take minutes during Board meetings and compile reports.
The Special Presidential Committee upon its investigation, among other things, recommended that officials who were mentioned to have received monies in the form of bonuses/honoraria for signing the sale of Block-13 be made to restitute the amounts into government’s coffers.
The report read that that “receipt of such payment be published in a recognized daily newspaper within 15 days from the date the report has been made a matter of public record. It added, “Failure to make said payment or restitution as recommended, they, the members, should be charged and prosecuted for receiving an unlawful reward under section 12.51 and 12.12 of the New Penal Law.”
The committee also advised that as a matter of law and public policy, members of the board of NOCAL who authorized the payment of half a million United States dollars and honorarium/bonus should be made to restitute the amount. They are to make the restitution within 30 days after the report has been made a matter of public record.
Should they fail to make the restitution, they would be charged with misuse of public money under Chapter F of the New Penal Law.
The members of the NOCAL Board mentioned in the report, according to the Committee’s recommendation, should be barred from serving on any board of a public office.
The Committee recommended that a law be made to prevent any statutory board member of any public corporation from receiving prerequisite, emolument or benefit, directly or indirectly on account of their service on the board or any other duty required of them by the government.
Bonuses for Board Members Not Wrong – Justice Ministry
Three years before the release of the Global Witness’ Catch Me If You Can Report, heads of state-owned enterprises and the Ministry of Finance had written the Ministry of Justice, seeking its opinion on the Ministry on the legitimacy of fees to board members.
Their inquiry was based on the fact that the Ministry of Finance and other anti-corruption agencies, often viewed such payments as illegitimate and a violation of the National Code of Conduct.
But the then Justice Minister, Benedict Sannoh, opined that the receipt of sitting fees by Board Members does not measure up to receiving double salary or emulation as prohibited in Section 9.10 of the National Code of Conduct for Public Officials.
Section 9.10 of the Code of Conduct states: “Public officials and Employees of Government shall not, while receiving or being paid salaries by the Government, at the same time receive or be paid salary by any other public office unless it is established that such additional employment is in the public interest (eg. Teaching at public educational institutions) and that such service does not conflict with such public official or Employee of Government’s principal employment.”
Referencing the Black Law Dictionary which defines “salary” as “As agreed compensation for services paid at intervals or a yearly basis, as distinguished from an hourly basis.”
Cllr. Sannoh, in his opinion and legal advice, noted that there’s a correlation between salary and employment as per its definition, noting that a person must be employed to receive salary.
“Payment of salary demonstrates the existence of an employment contract under which an individual agrees to perform the service for an accepted compensation.”
Cllr. Sannoh in his capacity as Justice Minister further opined that public officials are appointed to Boards by the President and they embark on their responsibilities without any accepted compensation or contract as a condition precedent.
The opinion further explains that Board Members hold a fiduciary relationship with the corporation on the boards on which they serve and are answerable only to the Board and to the President of Liberia.
“They are not employees and monies paid to and received by them from the corporation on whose board they sit are not salaries.”
He noted that there is no conflict of interest as defined in the Code of Conduct when a public official serves on a board of directors of a public corporation where such does not conflict with the public official’s principal employment.
Cllr. Sannoh also opined that payment and receipt of board fees do not qualify as receipt of double emulation as contemplated in the Code of Conduct.