Boards, chairs and unruly behaviour
During the annual general meeting of Mulifanua Beach Resort-Samoa Limited (MBRS), a board member was told to leave in September. His alleged offence querying the company’s account.
That is what Lava Hotel General Manager, John Flannery has said happened. He represents Digicel Caribbean Executive AV Services (DCEAVSL). They hold 15.3 per cent shares in the Mulifanua Beach Resort-Samoa Limited (MBRS) second to Samoa National Provident Fund (SNPF) which holds a majority of 55 per cent.
It is very unsettling that questions of transparency and accountability are shunned and responded to in a very unprofessional manner. It has hints of abuse of power. The hotel in question has loaned money from the SNPF, the people’s money, and if another board member asks for accountability, he or she should be given that—if not immediately, then at a later date.
SNPF Chairman Papalii Panoa Tavita chaired the Annual General Meeting (A.G.M.) held at the SNPF Board room in September.
According to Mr Flannery, he wanted answers on the audited accounts, on the makeup of the board on the expenditure of money on the resort and on the loan structure. As a board member, he holds the right to ask these questions. It was the AGM of the board and such financial reports should have been present and on hand.
Following the incident, the Chairman wrote in response to several letters from Mr Flannery claiming the matters raised by the shareholder “were not relevant for discussions” in the AGM.
“The reason being that the issues you raised were matters pertaining to the Board's jurisdiction and the items to be discussed in the AGM Agenda were specific and very important for the way forward of the MBRS financial sustainability,” Moala wrote in the letter dated 18 October.
“I felt that you were becoming disrespectful, arguing with the Chair and causing trouble in the meeting…”
This is not the first time such behaviour has been exhibited by the SNPF chair. Earlier this year, senior management of SNPF wrote to the Finance Minister alleging abuse of power.
This was a matter that required the Prime Minister to step in.
If $26 million was loaned from SNPF, financials should be made available to the shareholders of the hotel in Mulifanua. They are looking after their investments as well and have a right to know how the money was spent. This should also be made available to all members of the SNPF, rightfully it is them who have a share in the hotel.
Papalii has further stated that Mr Flannery has a conflict of interest being the general manager for Lava Hotel while he does not when he sits on the Taumeasina Board as an SNPF shareholder.
“You should behave yourself in the MBRS AGM otherwise I will have no option but to continue making these calls to discipline members during the meetings like yourself,” Papalii wrote to Mr Flannery.
Similar instances of abuse of power have been seen before. It is not new. Earlier this year, Papalii appointed himself acting chief executive officer of SNPF and there was a concern about the toxic work environment that had been created.
There were also concerns about the chair’s involvement in the approval of $67 million worth of loans to just five customers in the span of nine months.
The chair plays an important role in the operation of the board with one of their main duties being to set the agenda and run board meetings. They are responsible for guiding the meeting to clear outcomes for management to carry out. The chair should invite all possible views on an issue and then work toward a consensus decision between board members. The chair should ensure all decisions are understood and recorded.
The chair must provide leadership in developing an effective governance culture and ensuring there are strong communication flows between the board and management.