The former National Petroleum Corporation of Namibia's (Namcor) board yesterday fired its managing director Immanuel Mulunga.
Namcor confirmed the termination late last night.
"The board of directors . . . at its meeting held on 8 August 2024 deliberated on an ongoing case of misconduct relating to the unauthorised asset acquisition by the suspended managing director, Mr Mulunga," the board said in a notice yetserday.
The notice added "following extensive deliberations, the board resolved to terminate the services of Mr Mulunga, with immediate effect. The board believes the misconduct by the managing director is of a serious nature and warrants the decision taken.
"The board is committed to ensuring a smooth leadership transition and will provide further updates as necessary."
Mulunga last night said he is not aware of the termination as he was out of the country.
"I know there is a letter waiting for me tomorrow and I don't even know the contents."
This comes after a disciplinary hearing on Wednesday found he was given sweeping powers to tie the government to an Angolan petroleum deal that was set to cost taxpayers around N$8 billion.
In addition, the national oil company was also forced to pay N$415 million for a transaction that was described as a shock by the board, which was accused of sleeping on the job.
These details are contained in a judgement dated 7 August 2024, which found Mulunga not guilty for his role in a controversial oil transaction that was flagged by the board last year.
This transaction led to Mulunga's suspension last year.
The disciplinary hearing took place from 2023 to 2024, led by retired Supreme Court judge of appeal Gerhard Maritz.
"My determination in these disciplinary proceedings against the employee is ... that all the complaints against him in these proceedings are dismissed," Maritz said in a judgement delivered on Wednesday.
Before The Namibian learnt of Mulunga's dismissal yesterday, he said he felt vindicated.
"I knew I did nothing wrong, but this is a clear vindication, first from the Anti-Corruption Commission (ACC) and now from an independent disciplinary process. Justice has been served," he said.
The Namibian last month reported that there were attempts to remind the chairperson of the disciplinary hearing to finalise the verdict before the end of June.
Sources within Namcor believe Maritz bungled the case.
They described Mulunga's victory as short-lived, since the suspended managing director is facing other cases involving military outfit Enercon deals worth N$60 million.
Namcor, the sources said, could block Mulunga's return to the national oil company.
The managing director's contract runs until next year October.
The parties have been in talks on a mutual separation, but the latest judgement could shake things up.
THE BOARD MEETING
At the heart of Mulunga's disciplinary hearing is a board meeting that took place on 19 November 2021.
It was at that meeting, according to the board, that Mulunga tied the payment of N$123 million from Namcor to an oil block in Angola without its approval, committing fraud in the process.
Maritz said the board resolution gave Mulunga sweeping powers to ostensibly enter Namcor into business marriages.
"... the incorporation of Sungara and his appointment as 'authorised representative' in terms thereof was done in sweepingly wide and general terms," he said.
BOARD WITNESS
One of the witnesses on behalf of Namcor is Engelhardt Kongoro, who testified for the board.
"Mr Kongoro testified that he only learned that the US$6,7 million had been transferred at a meeting two days later, i.e. on 19 August 2022," Maritz said in his judgement.
The ex-judge added: "He [Kongoro] also pointed out that no conditions had been put in place to preclude Sungara from transferring the US$6,7 million (N$123 million) to Sonangol until such time as the board had approved the transfer by Namcor - thus putting the funds and the recovery thereof, if need be, at risk."
Maritz said it is apparent from the various concerns expressed by the board in its minutes "that its directors were deeply troubled by the commitments made by management".
He said the board was worried about the financial risks created by commitments and payments due to Namcor, as well the disproportionality between the equity contribution Namibia's oil company had made and the equity to be received.
Martitz said other concerns included the way in which the joint-venture partnership had started and the inability of the joint-venture partners to pay their share of the equity contribution required.
The board described this as a shock.
Maritz also said the board clarified that Namcor's management had known about those events (including the transfer of the US$6,7 million) for more than a fortnight and had failed to inform the board during that time.
"The Board recorded its 'shock' and 'discomfort' with the 'new [board] update' and protested the 'unfair pressure' being brought on it with an additional request 'of over N$100 million' (i.e. to finance the obligations committed to without the board's prior approval," he said.
SUNGARA MARRIAGE
The judgement details how Namcor found itself in a financial fix due to a series of rushed and unauthorised financial decisions.
The details centre around Namcor's involvement in the Sungara Energies Ltd joint venture, formed in December 2021 to acquire oil blocks in Angola.
Sungara, which is a collaboration between Namcor, Petrolog Energies Ltd, and Sequa Petroleum UK Ltd, secured rights to several offshore blocks, including Block 15/06 off Angola's coast.
Sungara is registered in England and Wales.
The acquisition of Block 15/06 required an immediate non-refundable payment of N$415 million, with further obligations totalling over N$8 billion.
"Namcor transferred the additional N$123 million to Sungara on the condition that it remains in Sungara account in Mauritius until board approval has been obtained," Mulunga said in a statement.
The Sungara board of directors paid the money over to Sanongol without Mulunga's approval.
"I requested the other Sungara partners not to transfer the additional N$123 million and therefore the entire amount sitting at Sungara bank without my prior approval.
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"After various attempts in midweek by me to engage with the Namcor board to seek their approval they only agreed to meet at 17h00 on the date the deposit was supposed to be paid to Sonangol," Mulunga said.
He said the board ended up not approving the additional N$123 million.
This money has since been paid back to Namcor last year, Mulunga said.
In September 2022, Namcor sought repayment from Sequa and Petrolog, citing the overpayment.
The situation escalated when both partners failed to settle their debts, leading to Sungara declaring Sequa a "defaulting shareholder".
"Subsequent to this, I have been following up almost on a daily basis to enquire about the arrival of Sequa's funds to Sungara for almost two weeks," Mulunga said in a letter submitted during the disciplinary hearing.
"The funds did not make it to the Sungara account in Mauritius, because the issue was apparently that someone missed the last digit of Iban number, so corresponding banks were working together to trace it," he said.
"I have again reiterated to Sequa to make sure that this money is returned to Namcor without fail. I believe that this money will indeed be returned to Namcor," Mulunga said.
He said in the unlikely event that it is not returned to Namcor before completion, there are more than one way that Namcor's risk has been mitigated.
Mulunga claimed everything was done in good faith.
"Not saving this transaction was unthinkable to me as managing director of a world-class petroleum organisation," he said.
