Minister Justin Tkatchenko has this week called for a Commission of Inquiry into the murky deals behind acquisition of Paga Hill land and the abuse suffered by its former residents at the hands of Gummy Fredriksson and the Paga Hill Development Company.
Meanwhile, PHDC has issued a defence, claiming it ‘has indefeasible title over Paga Hill, winning every legal challenge in District, National and Supreme Courts’.
We think we need to look again at the facts, and republish here an article from May 2016:
Peter O’Neill, Michael Nali, Gudmundur Fridriksson, Rex Paki, Jimmy Maladina, Dame Carol Kidu, Labi Amaiu, Tom Amaiu, these are just some of the names uncovered through an extensive probe that looks into the power players behind Port Moresby’s controversial Paga Hill Estate development, and their business partners.
The investigation was conducted by a senior criminologist Dr Kristian Lasslett, who began forensic research into the real-estate venture during 2012.
In the post, which first appeared on statecrime.org, Dr Lasslett raises new questions over the shareholders and executives standing behind the luxury real-estate development on Port Moresby’s harbour foreshores, and their connection not only to some of the biggest names in Southern Highlands politics, but numerous major corruption scandals.
Dr Lasslett connects Paga Hill executives and shareholders to major players into the Commission of Inquiry into the National Provident Fund, the Commission of Inquiry into the Department of Finance and the joint special inquiry into the Public Curator’s Office conducted by the Auditor General and Public Accounts Committee.
He also provides evidence documenting potentially illegal land transactions lying at the foundations of the luxury real-estate project.
And this couldn’t come at a more important time. It was recently revealed that the Paga Hill Development Company – under the leadership of Icelandic businessman Gudmundur Fridriksson – is bankrolling Dame Carol Kidu’s legal case to shutdown a film that documents the real-estate venture and the valiant efforts by our own justice fighters to save a historic national park from the developer’s knife.
Back in 2006 the Public Accounts Committee alleged the Paga Hill Estate was spearheaded by ‘foreign speculators’, who secured the title through ‘corrupt dealings’. A decade later it seems the controversy is still well and truly alive.
The Paga Hill Estate – A vision for a ‘progressive’ future
Once designated a national park, the majestic surrounds of Paga Hill have been eyed by numerous real-estate developers over the years. However, it is the Paga Hill Development Company (PHDC) which succeeded in clearing the land of its residents and national park status.
This paved the way for a development that will evidently include luxury hotels, 800+ residential apartments, sporting facilities, marina precinct, and multi-use commercial precinct.
PHDC boasts, ‘with tourists and visitors staying at the Hilton Hotel, residents of the site, together with city visitors enjoying the waterfront retail, restaurants and marina complex, the area will be a buzzing melting pot, creating a new image for a progressive Papua New Guinea’ (Hilton Hotels strongly denies any involvement in the project).
Even among the rubble produced by a brutal demolition exercise in 2012, the site’s development value is readily apparent.
Of course it is always important to ask, who in particular will benefit from the proposed real-estate venture? Rarely are such projects universally beneficial.
We at least know one core clientele. It was recently announced that the estate ‘will be the venue for the Leaders’ meetings at the Asia-Pacific Economic Co-operation summit in Port Moresby’ slated to take place in 2018.
This is one of the most important multilateral forums in the Asia-Pacific region. If this announcement is true – unlike the partnership with Hilton Hotels – this gives the venture a special strategic importance for the summit’s principal sponsors the PNG and Australian governments.
Although the construction timeframe looks tight, PHDC has announced that the Shenzhen based, Zhongtai company, will collaborate in the development, with Chinese government backing.
The project also evidently has the support of the National Capital District Commission and PNG’s national government. According to PHDC’s website the ‘PNG Government will provide the support through relaxation of import duties and taxes’.
However, over its twenty year lifespan what is perhaps most striking about the Paga Hill Estate is the project’s ability to weather controversy. In 2007 the Public Accounts Committee accused PHDC of acquiring the land through ‘corrupt dealings’.
Five years later the project hit the headlines again after residents faced a brutal demolition exercise, executed by the Royal PNG Constabulary, allegedly at the behest of the company. This event became iconic when the opposition leader, Dame Carol Kidu, was frogmarched from the scene by police officers who had used live ammunition on residents. She argued PHDC was not an appropriate company to be entrusted with Paga Hill (Kidu later retracted her statement, and entered into a consultancy contract with PHDC).
In October 2012 matters got worse when it was reveal that PHDC’s CEO, Gudmundur Fridriksson, has managed or owned businesses censured in investigations conducted by the Public Accounts Committee, the Auditor General’s Office and the Commission of Inquiry into the Department of Finance – seven in total.
The details were covered extensively by the Australian media, although sadly little of the controversy made its way into PNG’s muzzled press. That said, PNG citizens have created a vibrant social media alternative, which became a vital hub for circulating information on Paga Hill.
A month after this expose Fridriksson took leave from an Australian government funded think-tank where he was CEO, evidently to pursue business interests in PNG. His presence has now been wiped entirely from their website.
The wife of prominent Australian indigenous lawyer Noel Pearson – the latter is a key figure behind the think-tank – then disinvested of her shares in PHDC during January 2013.
Despite the turbulence, Papua New Guinea’s O’Neill Government has time and time again rallied behind the venture. Ministers have issued supportive press statements, the government real-estate firm NHEL agreed to partner in the project on a 50/50 basis, and the development is now receiving generous tax breaks.
This is nothing new, from the project’s very inception in 1996 the executives pushing this luxury estate have proven adept at garnering support from some of PNG’s most powerful political forces.
A rejected planning application and Michael Nali MP
The first major challenge to getting the project off the ground was rezoning the land at Paga Hill and obtaining an Urban Development Lease. Back then it was the Paga Hill Land Holding Company (PHLHC) – a precursor to the Paga Hill Development Company – which led the way.
According to Investment Promotion Authority records – Papua New Guinea’s corporate registry – its shareholders included Rex Paki, Felix Leyagon, and the Western Australian company, Fidelity Management Pty Ltd. Its Directors were Rex Paki and Gudmundur Fridriksson.
Fridriksson used the same Perth address as Fidelity Management Pty Ltd in records he submitted to the Investment Promotion Authority for Asigau (PNG) Holdings Limited, a company he owned with his wife, Tau Fridriksson. Initially the landholding company’s Secretary was Tau Fridriksson, according to Investment Promotion Authority records she was replaced on 1 July 1998 by Rex Paki.
Clearly a key player during the project’s start-up period was the Shareholder-Director-Secretary, Rex Paki, who was also the principal of Port Moresby firm Ram Business Consultants. Ram would go on to collect its own share of official condemnation from the Commission of Inquiry into the National Provident Fund, in addition to Public Accounts Committee and Auditor Generals Office investigations.
Despite having up and coming executives at the helm, PHLHC’s initial proposal for a luxury estate at Paga Hill was rejected by the Physical Planning Board in late 1996. The board noted, ‘proper procedures in relation to the processing of Planning applications were not followed’. This seemingly put an onion in the ointment, unless the application was approved, and the land rezoned, the Land Board could not lawfully issue an Urban Development Lease.
However, the company received a major boost in 1997, when its proposal obtained the backing of Michael Nali, the Minister for Civil Aviation, Culture and Tourism. On 27 February 1997 he wrote to PHLHC stating: ‘It give [sic] me pleasure to confirm my full support to your proposed comprehensive mixed use development of Paga Hill … I am prepared to sponsor a submission to the National Executive Council [Cabinet] next month to have the project endorsed as a property of National Significance. It deserves the full support of Papua New Guinea’.
Subsequently, Michael Nali acquired a 9% stake in PHLHC’s successor vehicle the Paga Hill Development Company (PHDC) through Kwadi Inn Limited, which Nali is the sole owner of. However, it should be underlined this occurred in December 2011. By then Nali had lost office.
Yet the importance of Nali’s involvement in 2011 can’t be underestimated. A towering figure from Papua New Guinea’s Southern Highlands, Nali is in business with some of the nation’s most powerful individuals.
Take the example of NIU Finance Limited. According to Investment Promotion Authority records [PDF], Nali’s company Kwadi Inn obtained a significant stake in this company during 2009, joining a select cast of executives and investors.
According to its last Annual Return, the company’s Managing Director is Peter O’Neill, Papua New Guinea’s Prime Minister. Peter O’Neill again appears as the largest shareholder in NIU, through his companies LBJ Investments Limited, and Paddy’s Hotel & Apartments Limited. Another notable shareholder in this enterprise is Piskulic Limited, a company wholly owned by Ken Fairweather, Member of Parliament for Sumkar.
There is no evidence on the public record to suggest either O’Neill or Fairweather have been involved in the Paga Hill Estate. Nevertheless, it is clear Nali circulates in powerful business circles.
And it goes further than this. It appears that Nali had direct business links with PHLHC’s Rex Paki and Felix Leyagon dating back to 1996-1997, the period when he agreed to sponsor the Paga Hill development as a project of national significance in Cabinet.
According to company records kept by the Investment Promotion Authority, on 11 November 1996, a company Waim No.54 Limited, was incorporated. Its two Directors were Rex Paki and Felix Leyagon. The company also had two equal shareholders, the Tourism Minister, Michael Nali and Mary Nali.
In addition to this, Waim No.54 Limited’s registered address was Ram Business Consultants, ADF Haus, Ground Floor, Musgrave Street, Port Moresby, National Capital District, Papua New Guinea. This is the same registered address employed by PHLHC.
If accurate, IPA records suggest Rex Paki and Felix Leyagon were Directors at a company owned by Michael and Mary Nali. Furthermore, Michael Nali’s company, Waim No.54, also shared PHLHC’s registered address.
During this same period, Michael Nali, in his Ministerial capacity agreed to sponsor PHLHC’s proposed Paga Hill property development in Cabinet as a project of national significance, a venture in which Rex Paki and Felix Leyagon were shareholders, with executive involvement from Gudmundur Fridriksson and Paki.
Public Accounts Committee alleges ‘corrupt dealings’
Of course, it cannot be deduced from these facts that the above parties were involved in any wrongdoing. However, in light of a subsequent Public Accounts Committee inquiry, which alleged that the land at Paga Hill was secured by PHLHC through ‘corrupt dealings’, this new link raises questions.
Underpinning the Public Accounts Committee’s concern was the circumstances under which the lease was obtained. For instance the Urban Development Lease was awarded to PHLHC when the land was still zoned open space. Before she recanted, Dame Carol Kidu observed this was in violation of the Land Act 1996, section 67, which declares, ‘a State lease shall not be granted for a purpose that would be in contravention of zoning requirements under the Physical Planning Act 1989, any other law relating to physical planning, or any law relating to the use, construction or occupation of buildings or land’.
Subsequently, PHDC was awarded a full 99 year Business Lease, despite the fact the improvement covenant set out in the Urban Development Lease was not completed as required.
The Public Accounts Committee claimed it was not surprised this covenant remained unactioned. It observed, ‘the Lessee cannot pay the Land Rental and has sought relief from that obligation, much less fund a development of the magnitude required’.
However, apparently this is not the only occasion that a company connected with Ram Business Consultants is alleged to have been involved in illegal land dealings. Those familiar with the Commission of Inquiry into the National Provident Fund Chaired by Judge Tos Barnett, may have had a touch of déjà vu when the name Waim was mentioned.
Ram Business Consultants, Waim No.92 and the NPF Commission of Inquiry
It was another holding company, Waim No.92 Pty Ltd, that was allegedly used to defraud the National Provident Fund – a transaction that saw one conspirator sentenced to six years imprisonment with hard labour. According to the Commission of Inquiry, controversial PNG businessman Jimmy Maladina was the ‘secret owner of Waim No.92 Pty Ltd the shares of which he initially owned through his wife Janet Karl, and an accountant Phillip Eludeme. Ms Karl’s share was later transferred to Phillip Mamando who resided at the Mr Maladina’s residence’.
The Commission of Inquiry alleges that ‘Mr Maladina was responsible for bribing Land Board chairman Ralph Guise and Lands Minister Viviso Seravo, to ensure Waim No.92 was granted the lease of the Waigani Land on very favourable terms’. It continues: ‘The records of the Land Board indicate it notified Waim No. 92 that it had been recommended as the successful applicant and on September 28, 1998, Waim No. 92 received notice that a corruptly reduced purchase price of K1,724,726.10 was payable before title would issue, with annual rent to be K17,000 (instead of the legally correct amounts of K2,866,000 and K143,000 respectively)’.
The Commission of Inquiry claims that Waim No.92 frontman Philip Eludeme acted as a key fixer, ‘prior to the Land Board hearing, Mr Eludeme had approached Minister Seravo seeking favourable consideration for Waim No. 92’s application and, at Mr Seravo’s request, had performed, free of charge, accountancy services for Minister Seravo valued at K100,000′.
According to the company’s annual returns for 1998, Waim No.92’s registered office during this period was Ram Business Consultants, ADF House. While its two shareholders cited above, Philip Eludeme and Phillip Mamando, similarly list their registered office as Ram Business Consultants, ADF House.
During 1998 Maladina’s alleged fixer, Philip Eludeme, was a director of the company Sulawei Limited, along with PHLHC shareholder, Felix Leyagon. Sulawei Limited’s registered address was again Ram Business Consultants, ADF House.
It would thus appear there were multiple links between two networks alleged to have been involved in similar style illicit land deals by the Public Accounts Committee and the Commission of Inquiry into the National Provident Fund, respectively.
The Paki Fridriksson split and the Inquiry into the Office of the Public Curator
The original development vehicle was of course the PHLHC. However, the Auditor General notes in early 2000 its two Directors apparently part ways [PDF], with Gudmundur Fridriksson evidently leaving Ram Business Consultants where he was alleged to have been employed (Fridriksson is PHDC’s current CEO).
Fridriksson was then involved in setting up a number of companies including Anvil Legal Services Limited, Anvil Project Services (PNG) Limited, Anvil Commodities and Trading Limited, Anvil Marine Limited, Anvil Marketing Consultants Limited, and CCS Anvil Limited.
Anvil Project Services (PNG) Limited and CCS Anvil Limited have been censured in the course of inquiries conducted by the Auditor General, Public Accounts Committee and the Commission of Inquiry into the Department of Finance. Perhaps the most controversial of these companies is Anvil Project Services (PNG) Limited, which was awarded lucrative consultancy contracts with the Public Curator’s Office (shortly after Ram Business Consultants lost its contract with the same office).
This award wade made despite the fact the arrangement had been rejected by the Central Supply and Tender Board owing to no public tender – a procedure which is in violation of Papua New Guinea’s Public Finances (Management) Act1995.
The contract went ahead anyway, although it is alleged [PDF] by the Public Accounts Committee and Auditor General, that payments were made out of private estates held on trust by the Public Curator.
According to company records kept at the Investment Promotion Authority, Gomoga Jack Nouairi, the Acting Public Curator at the time which the Public Curator and Anvil began working together, had a 30% stake in Anvil Project Services (PNG) Limited – the remaining 70% was owned by Gudmundur Fridriksson and his wife through the company Asigau (PNG) Holdings Limited.
Nouairi was also Director of Anvil Commodities and Trading Limited, in which Anvil Project Services (PNG) Limited had a 50% stake, and was a 50% owner of Anvil Legal Services Limited, along with Gudmundur and Tau Fridriksson.
Another company implicated in the inquiry into the Public Curator’s Office was Jac’o Business Consultants Limited, a concern owned by its principal Jack Naiyep. Despite being paid K1.5 million by the Public Curator’s Office, the Public Accounts Committee claims ‘there was no evidence that any formal procurement had ever taken place, nor was there any evidence of any formal contract’.
Naiyep and the Fridrikssons were business partners in a separate company they co-owned together, Anvil Business Services Limited. Naiyep also had a stake in Mamaku Mai No.3 Limited. Before the latter company was deregistered it was connected to the family of former Prime Minister Bill Skate. Also of significance is one of the company’s Directors, Paul Wagun.
It was a Paul Wagun who replaced Gomoga Jack Nouairi as Public Curator, and submitted evidence to the Public Accounts Committee and Taskforce Sweep contesting any wrongdoing by his office or Anvil (PNG) Project Services Limited. It cannot be confirmed this is the same Paul Wagun, however, given Jac’o Consultant’s role in the Public Curator’s Office, the overlap is concerning.
Sadly in a subsequent inquiry into this affair by Papua New Guinea’s anti-corruption agency, Investigation Taskforce Sweep, none of these crucial links between Fridriksson, Nouairi, Naiyep and Wagun were acknowledged in its case report, despite being freely obtainable from the Investment Promotion Authority company registry. When these flaws were noted by this author in a report published last year, Investigation Taskforce Sweep threatened to sue for defamation.
Another interesting company set up during this period under the Anvil stable, was Anvil Marine Limited. During its period of operation 2002-2005, the company was owned by Gudmundur and Tau Fridriksson, along with the father and son team, Tom Amaiu and Labi Alex Amaiu. Tom Amaiu is a former Member of Parliament, who was sentenced to five years prison for theft.
His son Labi Amaiu is the current Member of Parliament for Moresby North East, and has patronised PHDC, featuring prominently in the company’s promotional material. He can be seen in this video published by PHDC lauding Gudmundur Fridriksson. Amaiu states he would like to ‘congratulate and thank the CEO of Paga Hill development for a successful venture, this is what we call legacy, and I am proud to be part of that legacy’.
Fridriksson’s companies featured in a number of other inquiries during this contentious period, including the Commission of Inquiry into the Department of Finance. Nevertheless, public condemnation from Papua New Guinea’s anti-corruption agencies has not significantly impacted on PHDC’s grip over the land at Paga Hill.
Paga Hill Development Company’s Southern Highlands Connection
Part of PHDC’s success appears to be linked to its influential stakeholders. It will be recalled that the Urban Development Lease was originally awarded to PHLHC, a company jointly owned by Rex Paki, Felix Leyagon and Fidelity Management Pty Ltd. When the lease was converted into a 99 year Business Lease in 2000, the owner was a new corporate vehicle, PHDC.
The Public Accounts Committee in its inquiry drew attention to this – the recipient of any converted lease, it argued, should have been the initial owner PHLHC. At the time, PHDC was owned by Fidelity Management Ltd Pty, a holding company which shared a registered address in Perth, Australia with Gudmundur Fridriksson. But unlike PHLHC, Rex Paki and Felix Leyagon were not on the share register.
In 2005 ownership of the company changed hands, as Fidelity Management Ltd Pty’s shares were transferred to another vehicle, Anvil Holding Limited. At this time Anvil Holdings Limited was owned by George Hallit, along with Gudmundur and Tau Fridriksson. However, between 2008 and 2011 there were a series of further changes to PHDC’s ownership structure. By the end of it, the Fridrikssons’ apparently divested all their shares in the company. It was PHDC’s lawyer, Stanley Liria, who became the majority shareholder.
Originally from the Southern Highlands, Liria has published a number of legal texts. The first was launched in 2005 by Southern Highlands political heavyweight Peter O’Neill who informed the Post-Courier he would recommend to his ‘parliament colleagues that they buy the newly published book’.
Liria is also commercially linked to a number of high profile Southern Highland politicians. For instance, Liria is Director of Southern Highlands Holding Limited, along with former Minister, Michael Nali, who is also a PHDC shareholder via Kwadi Inn Limited. The sole shareholder of the holding company is the Southern Highlands Provincial Government.
In addition, there is Sharp Hills Investment Limited, a company fully owned by Southern Highlands Governor William Tipi, who entered parliament as an MP for Peter O’Neill’s People’s National Congress party. According to Sharp Hill’s company records, its registered office is Liria Lawyers, a firm which Stanley Liria is the principal of. William Tipi was also formerly a shareholder in Southern Highlands Holding Limited, presumably as a trustee for the provincial government.
Alongside Liria at PHDC is Michael Nali, who through Kwadi Inn, has acquired a 9% stake in the company – although this was reduced to 2% during April 2016. As we have already observed, Nali is in business with Papua New Guinea’s most powerful political players including Prime Minister O’Neill.
Curiously absent though is Gudmundur Fridriksson. Despite being the principal visionary and driver behind the project he has seemingly divested from the company, while retaining an executive role as CEO.
Nevertheless, given the current political gravity in Papua New Guinea, having backers with strong Southern Highlands credentials cannot have harmed the company over the past five years, as it has navigated significant public resistance to its real-estate venture.
All this analysis is rather academic for former Paga Hill residents. Many had their homes, belongings, church and school destroyed through a number of demolition exercises between 2012-2014 (PHDC has only been directly linked to the first exercise in May 2012). The soul and life of the community is captured in a moving song they composed to commemorate the destruction:
As a result of the demolition exercise, the site is now being prepared for the luxury estate which Michael Nali lauded as Minister back in 1997. Twenty years on, as the development is promoted as a host site for APEC 2018, questions still linger over the land transactions that underpinned its inception and a number of executives involved in stewarding this project.
Given the systematic efforts being devoted to censoring a documentary film covering this controversial venture, one senses these questions may encroach on very powerful interests indeed.
Yet whatever happens with Paga Hill, audiences may sense the bell tolls for thee. As a real-estate venture Paga Hill is not unique or exceptional, even if its displaced residents are a very special group indeed.
Around the world cities are transforming through a process of creative destruction, or what geographer David Harvey calls accumulation by dispossession. They are becoming spaces moulded in the image of power, money, corruption and violence.
Indeed, the technical and often highly opaque character of urban governance is a breeding ground for abuse and inequality. It is a matter for wonks, bureaucrats and developers. It needs to be a space of popular, public participation.
The Opposition calls this to our attention. Of course, what we do to confront these dilemmas is the next urgent conversation to be had.
When PNG Blogs exposed the Duma scandal, in which the Minister is alleged to have personally benefited from K50 million paid by the State to relocate the Lancron naval base, it was hard to know where to begin analysing the affair. There were so many angles!
Over the weekend we exposed the corrupt background of the man appointed by the Prime Minister to supposedly investigate the Duma affair – Chief Secretary Isaac Lupari.
Now it is time for another instalment.
It is alleged that one of Duma’s accomplices in the K50 million fraud was Phillip Eludeme and PNG Blogs has suggested that Eludeme received K16.5 million for his role in facilitating the scam.
Eludeme is the Chairman of the Central Supply and Tender Board, arguably one of the country’s most important national bodies. It can either be a guard against corruption if run properly, or a mechanism for corruption if abused.
So who would you appoint to Chair such an important Board, which safeguards hundreds of millions in public money? Probably not one of the leading stars in the National Provident Fund Commission of Inquiry, who is alleged to have supplied a K100,000 bribe to the Lands Minister. But this is exactly what happened.
The scandal centred on, Waim No.92, which on paper was owned by Phillip Mamando and Philip Eludeme. The commission argued both were proxy shareholders for none other than Jimmy Maladina, Chairman of the National Provident Fund. The conspiracy, the Commission of Inquiry argued was to acquire a plot of land in Waigani for a discounted price and then sell it on to the NPF at an inflated sum.
The Commission claims Eludeme was a key fixer in this corrupt deal, ‘prior to the Land Board hearing, Mr Eludeme had approached [Lands] Minister Seravo seeking favourable consideration for Waim No. 92’s application and, at Mr Seravo’s request, had performed, free of charge, accountancy services for Minister Seravo valued at K100,000’. The Commission adds: ‘The records of the Land Board indicate it notified Waim No. 92 that it had been recommended as the successful applicant and on September 28, 1998, Waim No. 92 received notice that a corruptly reduced purchase price of K1,724,726.10 was payable before title would issue, with annual rent to be K17,000 (instead of the legally correct amounts of K2,866,000 and K143,000 respectively)’.
Interestingly, Eludeme’s company at the centre of the NPF Commission of Inquiry, registered office at the time was Ram Business Consultants – Eludeme’s personal registered address was the same company.
Ram Business Consultants was another player at the centre of the NPF inquiry. In addition to this its principal, Rex Paki, was also one of the initial shareholders in the Paga Hill Estate.
National Court records indicate William Duma was involved in a land-grab that will greatly benefit from this proposed ‘tourism city’ at Paga Hill. He has also acted as Director in Malaga No.7 Limited, which is owned by Paga Hill Development Company.
In addition to the NPF scandal, Eludeme also featured in the SABL Commission of Inquiry, owing to his involvement in a company at the centre of the Bewani oil palm and logging scam – a major fraud involving 140,000 hectares of customary land, discussed in detail on PNG Echo blog.
According to the SABL CoI, one of the companies involved in the scam, Bewani Palms Management Limited was owned by Philip Eludeme and he was also a director, alongside Charles Litau, John Wuni and Bob Namah.
It appears birds of a feather flock together.
Below is the eighty-second part of the serialized edited version of the National Provident Fund Commission of Inquiry Final Report that first appeared in the Post Courier newspaper in 2002/3.
NPF Final Report
This is the 82nd extract from the National Provident Fund (now known as NASFUND) Commission of Inquiry report. The inquiry was conducted by retired justice Tos Barnett and investigated widespread misuse of member funds. The report recommended action be taken against several high-profile leaders, including former NPF chairman Jimmy Maladina. The report was tabled in Parliament on November 20 by Prime Minister Sir Michael Somare.
Executive Summary Schedule 9 Continued
Fees Paid to accountants in 1996 1997 and 1998
The situation in 1998 remained basically the same as the previous three years. However, as far as outsourcing of accounting work was concerned, a significant part of the costs at the end of 1998 was charged to 1999 accounting cost.
When Noel Wright (a qualified chartered accountant) left in January 1999, the responsibility for the accounting positionmoved to Salome Dopeke.
The commission finds that Ms Dopeke was not suitably qualified and experienced and lacked appropriate skills to take on this role. A draft section 8 letter prepared by the authorised auditors for the year ended December 31, 1998, included items that deal with weaknesses in the accounting area and requested NPF to address these weaknesses.
NPF therefore sought out accounting firms to assist them in having their accounts brought up to date.
Appointment Of Ram Business Consultants (Ram)
Jimmy Maladina engaged this firm as auditors and investigators for Crocodile Catering. The engagement was made without reference to the Crocodile board or the shareholders, (the NPF board). This appointment was made contrary to proper tender procedures. This firm was also most expensive. This commission considers the fees charged by Ram were excessive for the actual time they worked for NPF.
Appointment Of Pricewaterhouse Coopers (PwC)
Fees paid to PwC were related to several distinct engagements. This commission found that work performed by PwC was agreed to in advance between NPF and the firm, and was confirmed by a letter of engagement. It is noted that NPF sought quotes before engaging PwC.
Fees paid to Accountants in 2000 relating to 1998 and 1999 financial statements
In 1998 and 1999, KPMG billed additional audit fees direct to NPF for additional work in assisting NPF in the preparation of their annual financial statements in a format compatible with International Accounting Standards.
Tender Procedures Adopted In November 1999.
From 1995 to 1999, NPF management used its discretion to appoint key advisors and professional service providers. Then in early 1999, chairman Mr Maladina made the appointments without reference to the NPF board. This is contrary to normal procedures used by NPF in the procurement of professional services, including accountants.
At paragraph 8.9.6, the commission has found that:
(a) During the period January 1, 1995 to December 31, 1999, NPF engaged the services of the following accounting firms for various accounting and tax related services:
- Ernst & Young in the period 1995 to 1998 as tax agents and tax advisers;
- Deloitte Touche Tohmatsu in 1999 as tax agents and tax advisers and to do sundry accounting services with regard to the Ambusa Copra Oil Mill Project;
- PwC in 1999 as business advisers including inter alia a review of the fund’s investment portfolio and a review of the financial position at December 1999;
- Ram in 1999 for accounting assistance (and in particular the completion of bank reconciliations for 1998);
- Auditor-General — for the 1995 to 1997 financial years authorised auditor was Deloitte Touche and for 1998 to 1999, the authorised auditor was KPMG;
(b) Almost without exception, NPF did not seek to tender the fund’s tax and accounting related work and as such NPF management failed to ensure the fund received the most cost effective service during the period 1995 to 1999;
(c) Following the departure of Mr Wright in January 1999, the weaknesses in the fund’s accounting systems and resources resulted in the need for the fund to out source accounting and business advice from the abovementioned professional accounting firms;
(d) These weaknesses in the accounting function also resulted in the significantly high level of additional audit costs levied by the authorised auditors, KPMG. In relation to the 1998 and 1999 financial statements, KPMG billed NPF direct contrary to normal procedures where audit fees are usually billed by the Auditor-General;
(e) With the exception of Ram, there is no evidence that favouritism or nepotism existed in the appointment of any of the professional firms. However, the lack of transparency and tender procedures in the appointment of these professional firms leaves a general suspicion that favouritism may have existed in relation to non-audit services, particularly with regard to Ram;
(f) There is considerable evidence connecting Rex Paki of Ram and Mr Maladina during the time that Mr Maladina and Mr Leahy were actively conspiring to defraud the NPF. Mr Paki also received benefits in the form of cash and airfares from the proceeds of those frauds;
(g) Examining the process of appointing Ram to provide services for NPF, the commission finds that it was similar to Mr Maladina’s improper appointment of Ram as financial consultant for Crocodile (see Schedule 3A);
(h) On all the evidence, the commission finds that the appointment of Ram by the NPF board, which was not properly briefed, was strongly influenced by Mr Maladina. Mr Maladina’s co-conspirator in the criminal conspiracy to defraud NPF, Herman Leahy, then proceeded to approve the payment of Ram’s excessive fees without seeking the required NPF board approvals.
(i) The commission finds that the appointment of Ram and the payment of their excessive fees on the approval of Mr Leahy constituted nepotism within the meaning of the commission’s terms of reference;
(j) There also exists a significant level of concern as to the probity or otherwise of fees charged by Ram. The limited documentary evidence in the form of the working papers, fees and correspondence files, produced under summons to this commission by Ram, to support the fees paid by NPF, indicates that the fees charged by Ram were excessive.
(k) Management acted in excess of their delegated financial authority by approving Ram’s fees without referring them to the board.
Other Professional Services
During the period covered by this review (1995 to 1999), NPF hired other firms to carry out specific work requirements. These firms are:
- Hay Group of Companies;
- Ken Yapane and Associates
- Freehill Hollingworth and Page;
- E&S Groups;
- Minao Surveys; and
- Sogu Works.
The finance inspectors closely scrutinised the arrangements between NPF and the above firms and concluded they were in order, with the exception of Ken Yapane and Associates. The commission accepts and agrees with those findings.
Below is the fifty-eighth part of the serialized edited version of the National Provident Fund Commission of Inquiry Final Report that first appeared in the Post Courier newspaper in 2002/3.
NPF Final Report
This is the 58th extract from the National Provident Fund (now known as NASFUND) Commission of Inquiry report. The inquiry was conducted by retired justice Tos Barnett and investigated widespread misuse of member funds. The report recommended action be taken against several high-profile leaders, including former NPF chairman Jimmy Maladina. The report was tabled in Parliament on November 20 by Prime Minister Sir Michael Somare.
The methods of tracing
The commission has traced the expenditure of these moneys by cheques drawn on the Carter Newell No.2 general account and has noted how these payments were reimbursed from the trust account. By matching the items of expenditure with the trust account transfers, by physically examining cheques and receipts and any other documents and other evidence it has in most cases been possible to make accurate findings for whose benefit the fraudulent moneys were expended. (See Carter Newell general account No.2 John Lousia at paragraph 10.2).
In paragraph 10 of the Schedule, the commission has thereby been able to make the following findings regarding moneys, which had been received into the Carter Newell John Lousia Trust Account.
At paragraph 10.3.8.3, the commission has found that:
(a) Ram Business Consultants received improper benefits of K10,000 and K87,397.30 from the Tower fraud (and see paragraphs 11.3.1 & 126.96.36.199);
(b) These matters should be referred to the Commissioner of Police for further investigation as to whether any person should be prosecuted as a knowing recipient of part of the proceeds of the NPF Tower fraud; and
(c) Ram Business Consultants and its principals Rex Paki and Ango Wangatau should be referred to the Papua New Guinea Institute of Accountants for investigation as to whether the fees obtained were excessive for the work said to be done and whether the conduct of any institute member or accountant in these regards has been unprofessional.
At paragraph 10.3.9.1, the commission has found that:
The sum of K10,000 paid by cheque number 500275 into Jimmy Maladina’s ANZ Port Moresby branch account was derived from Kumagai progress payment number three and laundered through Ken Yapane’s account and Carter Newell accounts. It was therefore part of the money obtained from the Tower fraud and was paid eventually for the benefit of and was received by Mr Maladina.
At paragraph 10.3.10.1, the commission has found that:
Cheques referred to in (d), (e), (f), (h), (i), (j) and (k) were cashed and the cash was picked up by Carter Newell employees directly under the control of Mr Maladina. The amounts, which totalled K151,000, were derived from Kumagai payment No.3 and laundered through Mr Yapane’s personal account and Carter Newell account. The payments were therefore part of the Tower fraud and were received by or for the benefit of Mr Maladina.
At paragraph 10.3.12.1, the commission has found that:
The close matching of the transactions following Kumagai fraudulent payments one and three, which were processed through Carter Newell trust account John Lousia file were overwhelmingly for the benefit of Mr Maladina with some for his associates like Mr Leahy and some pay-offs to lesser participants like Nathaniel Poiya and Ram Business Consultants.
Tracing money in Kerowa Tiki file 990393
The commission similarly traced the fraud payments, which had been received into the Kerowa Tiki file 990343.
Reconstructing Carter Newell Accounts – birth of attempted “cover-up”
At paragraph 11.1, the commission describes a scheme hatched by Mr Maladina for Mr Yapane to give false evidence to the commission to protect Mr Maladina. It records a statement prepared by Barbara Perks for Mr Yapane to present to the commission. At paragraph 11.2 is a reconstructed Trust Account Ledger prepared by the commission for Kerowa Tiki file 990393.
The Carter Newell No.2 General Account is reconstructed in paragraph 11.4.
By matching the reimbursements from the trust account with payments from the general account and by considering all the documentary and oral evidence as described in paragraph 11 of Schedule 6, the commission has been able to make the following findings and referrals as recorded in the various subparagraphs of paragraph 11.
At paragraph 188.8.131.52, the commission has found that:
No payment was made to or for the benefit of Delta Seafood Limited, which was derived from these funds;
At paragraph 184.108.40.206, the commission has found that:
Ram Business Consultants received a benefit of K87,397.30 from the Tower fraud. Its principals Mr Paki and Mr Wangatau be referred to the Commissioner of Police to consider whether criminal charges should be laid and to the institute of accountants to consider disciplinary action for professional misconduct;
At paragraph 11.3.6, the commission has found that:
Payments of at least K1,187,387.21 of the reimbursements paid into Carter Newell No. 2 account were sourced from moneys derived from the NPF Tower fraud;
At paragraph 220.127.116.11, the commission has found that:
The sum of K400,000 paid to Mr Maladina by Carter Newell cheque # 500491 was sourced from the NPF Tower fraud;
At paragraph 18.104.22.168, the commission has found that-
(a) The sum of K87,397.30 paid to Ram Business Consultants on August 4,1999, from Carter Newell Trust was sourced from NPF Tower fraud money;
(b) Mr Paki and Mr Wangatau should be referred to the Commissioner for Police (see paragraph 22.214.171.124);
At paragraph 126.96.36.199, the commission has found that:
The cheques listed in (a) total K6,232.70. They were drawn and paid for the benefit of Mr Maladina and the funds were sourced from the NPF Tower fraud;
At paragraph 188.8.131.52, the commission has found that:
The payment of K17,000 paid by Carter Newell cheque # 788518 was sourced from the NPF Tower fraud money and was for the benefit of Mr Maladina;
At paragraph 184.108.40.206, the commission has found that:
The payment of K45,000 by Carter Newell cheque # 788527 was sourced from the NPF Tower fraud and was paid for the benefit of Mr Maladina.
At paragraph 220.127.116.11, the commission has found that:
These payments aggregating K555,630 for a total of K554,151.57 was sourced from proceeds of the NPF Tower fraud and the residual K1,478.43 was from another source which is not identified;
AT paragraph 18.104.22.168, the commission has found that:
(a) K1,775.10 part of the funds so transferred from Carter Newell Trust Account to Carter Newell N.22 Account was transferred in reimbursement of the payments made by Carter Newell 2 Account cheques # 788507 and # 788511 and that such payments as so paid were sourced from the NPF Tower fraud;
(b) THE residual K2,011.88 so transferred and paid out appears to have been sourced from other funds;
At paragraph 22.214.171.124, the commission has found that:
The payments totalling K7,124 as so paid, were sourced from the NPF Tower fraud.
TO BE CONTINUED
Below is the fifty-third part of the serialized edited version of the National Provident Fund Commission of Inquiry Final Report that first appeared in the Post Courier newspaper in 2002/3.
NPF Final Report
This is the 53rd extract from the National Provident Fund (now known as NASFUND) Commission of Inquiry report. The inquiry was conducted by retired justice Tos Barnett and investigated widespread misuse of member funds. The report recommended action be taken against several high-profile leaders, including former NPF chairman Jimmy Maladina. The report was tabled in Parliament on November 20 by Prime Minister Sir Michael Somare.
Executive Summary Schedule 5 Continued
(a) Mr. Jimmy Maladina beneficially owned and controlled the shares in Waim No. 92 Pty Limited and that Messrs Philip Eludeme and Philip Mamando were mere “fronts” to conceal Mr. Maladina’s interest.
(b) Where tracing the money derived from the sale of WCC Ltd shares has been possible, the Commission’s findings as to the final beneficiaries are as set out in paragraph 32 and in Chart No. 2. In summary, the following persons corruptly received the amounts stated at the direction of Mr Jimmy Maladina:-
(i) Ferragamo Limited (funds invested on IBD with BSP) K700,000
(ii) Cash – recipient not established but said to be K100,000 for “Land Board Claim”
(iii) Cash – cheque drawn in favour of Mr Herman Leahy K50,000 and altered to cash
(iv) Mr. Philip Eludeme K20,000
(v) Ram Business Consultants K20,000
(vi) Cash – said to be for Mr Mickey Tamarua K3,000
(vii) Cash – said to be for Dr Pok (later said to be reversed) K10,000
(viii) Money paid to Carter Newell Trust Account which K100,000 is not able to be traced further
(ix) Mr. Philip Mamando K15,000
(x) Mr Jack Patterson K10,000
(xi) Mr M. Mel (cash) – no proof that this was corruptly received K70,000
(xii) PMFNRE K60,000
(xiii) Biga Holdings Limited (Iaraga Asi – wife of Dr Pok) K220,015.20
(xiv) Cash – recipient not identified (later said to be reversed) K6,000
(xv) Mr Viviso Seravo K49,598.49
(c) Mr. Jimmy Maladina as NPF chairman and Mr Herman Leahy as an officer of NPF failed in their respective fiduciary and management duties.
(d) Messrs Jimmy Maladina and Herman Leahy both provided false and misleading information to the NPF Board including false statements that the Valuer Generals valuation was K15 million, that other institutions had expressed interest and that no moneys had been expended by NPF on the Waigani land proposal.
(e) Mr. Jimmy Maladina failed to disclose his pecuniary interest in the Waigani land to the NPF Board.
(f) Mr Herman Leahy failed to disclose his pecuniary interest in the Waigani land transaction (namely his financial reward ultimately K50,000 cash)
(g) Both Messrs Jimmy Maladina and Herman Leahy failed to disclose to the NPF Board their resultant conflicts of interest in the Waigani land proposal.
(h) The following payments could not be traced further:-
(i) the cheque for K100,000 said to be for “Land Board Claims” as the evidence available from officers of the ANZ Bank is not sufficient to identify the recipient of the K100,000 cash.
(ii) the cheque for K100,000 which was re-banked to Carter Newell Trust Account as the available records do not enable further tracing.
(iii) the cheque for K220,015.20 in favour of Biga Holdings Limited as we are unable to locate Ms. laraga Asi. The Commission considers this amount was received for the benefit of Dr Pok.
(iv) the sum of K700,000 which was redeemed with interest from Bank of South Pacific Limited aggregating K710,539.79 and banked to Carter Newell Trust Account on 29th February or 1st March 2000 as the available records do not enable further tracing. The Commission considers this amount was held for the benefit of Mr Jimmy Maladina.
(i) On the available evidence the Commission considers that some of this untraced money has been used for corrupt purposes. The Commission recommends to the constituting authority that reference should be made to the Commissioner of Police and the Ombudsman Commission for further investigations into these untraced payments.
(j) The Commission recommends that the constituting authority should refer the matter of these payments to the Papua New Guinea Law Society to consider whether an inspection should be made of the Trust Account records of Carter Newell Lawyers having regard to the deficiencies in those records apparent from documents not being able to be produced to the Commission.
Messrs Patterson and Ketan
After the Commission of Inquiry was established on 13th April 2000, it actively set about summonsing documents and following the documentary trail – including the monetary trail which led through the books of Carter Newell and Port Moresby First National Real Estate. The trail also led through the books of Patterson Lawyers, Ketan Lawyers, the two valuers and some other accounts. Those in control of some of those books appear to have attempted to hide records of what had happened as those records would disclose the involvement of Mr Maladina, Mr Leahy, the important political figures and other conspirators and helpers.
This cover up included failing to find vital files, removing files, stripping files of vital documents, fabricating documents to insert in files, creating false accounting records, failing to cooperate in the production of summonsed records, committing perjury before the Commission and fleeing the jurisdiction (see paragraph 32.5).
These attempts to cover-up what had happened greatly extended the life of the Commission, as it then had to inquire into and expose the cover-up activity in order to discover the truth behind the false façade. Within weeks after its establishment on the 13th April 2000, the Commission had traced the valuation fees and WCC Ltd share sale proceeds into the Carter Newell Trust Account and had issued summonses seeking documents to enable further tracing to the final beneficiaries.
When the Commission issued a summons to Carter Newell seeking production of the file to which the share sale proceeds had been credited (namely file no. 200055) the conspirators must have seen the danger that the Commission would discover that the funds had been paid out to people involved in the Waigani land (and NPF Tower valuations) fraud and had not been received and held for the benefit of Mr Philip Eludeme at all.
At that stage, it is thought that Mr Maladina was still in PNG and it was probably under his direction that incriminating documents which would implicate him, such as Carter Newell file no. 200055, were removed and false documents were fabricated to make it appear that the money had been held for Mr Eludeme. To achieve this appearance a false file no. 20054 was created, probably in early May but its opening date was backdated to January 2000. A false Trust statement was fabricated and placed on the file showing that the share sale proceeds had been received and credited to this file on 21st January 2000 and held there until 2nd May 2000, except for payment of a cheque clearance fee and payments to Messrs Eludeme and Mamando of K20,000 and K15,000 respectively and then invested on IBD with RIFL on 2nd May 2000.
To enable the investment in RIFL to occur, it was necessary to bring funds back into the Trust Account and this was to be by way of tele-transfer from an off-shore account of Mr Maladina’s, Niugini Aviation Consultants. Prior to the arrival of these funds, Mr Maladina instructed the Carter Newell office manager, Ms Barbara Perks, to prepare the cheque for RIFL for K1,382,613.69 and a covering letter both dated the 2nd May 2000.
When Ms Perks pointed out there were insufficient funds to cover the cheque, Mr Maladina told her to get the cheque and letter signed but then to hold them until the funds arrived from overseas.
Mr Lightfoot signed both documents knowing there were insufficient funds to meet the cheque. The cheque and letter were hand delivered to RIFL on the 2nd May, (according to Ms Perks, this was by mistake) and receipted by RIFL and acknowledged on 3rd May. This was a serious breach of Trust Account regulations. Ms Perks said that she arranged for RIFL to delay presentation.
When the overseas funds arrived from Niugini Aviation Consultants by tele-transfer on 12th May 2000, it was K148,045.79 short. A cheque for K148,045.79 was accordingly drawn and signed by Mr Lightfoot to the debit of the ledger card of Mr Maladina’s Ferragamo Pty Ltd on 15th May 2000. Only then was RIFL cleared to present the Carter Newell cheque to complete the investment said to be on Mr Eludeme’s behalf.
On 17th May 2000, two days after these devious and dishonest activities to cover up the reality of what had happened at Carter Newell had been completed; Mr David Lightfoot produced the false and fabricated file no. 20054 to the Commission. This was in answer to the summons seeking the file to which the WCC Ltd share sales proceeds had been credited. He made no mention of the correct file no. 200055 to which the monies had actually been credited. That file is now said to be missing. These transactions are depicted on Charts 3 and 4.
There is strong reason to believe that Mr Lightfoot must have known that the Trust Statement on file no. 20054 was false as he had knowledge that the proceeds of the sale had not been held to the credit of that file and had participated in covering up the resulting overdrawing of that account. He had signed the cheque, which brought it back into balance using Ferragamo funds only two days prior to producing file no 20054 and stating that it gave a full account of the funds.
Sometime after the 17th March 2000, someone at Carter Newell realised that it would be necessary to provide an explanation for why the money left file no. 20054 and then was re-credited to it on the 12th and 15th May. A false authority, backdated to 24th January 2000, was then fabricated and signed by Mr Eludeme. It purports to authorise Carter Newell to lend the funds to Global Halshaw a company owned by Mr Maladina. Another false document was fabricated and backdated to the same day, purporting to be an acknowledgement of the loan by Global Halshaw. Neither of these documents were on file no. 20054 when it was produced to the Commission on 17th May 2000. Mr Lightfoot produced them later saying they had been recently found in Carter Newell’s records.
The Commission gained knowledge of the missing file 200055 and some copies of documents from that file by summonsing the report written by Mr Stephen Beach who had inspected Carter Newell records on behalf of the PNG Law Society.
The Commission has given full particulars of these matters to Mr Lightfoot who has declined to give evidence or offer explanations.
Sometime after May 2000, it seems that Mr Maladina left Papua New Guinea for Australia, where he is said to have permanent residence status. Attempts by the Commission to arrange for him to return to Papua New Guinea and give evidence have failed.
On several occasions the Commission, has written to him at his last known address in Australia and the transcript of the proceedings are available on the Prime Minister’s website on a daily basis. He has, however, not offered any statement or explanation.
Mr J Maladina
The lawyers, Messrs Patterson and Ketan have given evidence that Mr Maladina contacted them from Australia when they were under summons from the Commission and that he instructed them to fabricate documents and to remove documents from their files which might incriminate him. This may constitute the crime of suborning witnesses and Mr Maladina has therefore been referred to the Commissioner for Police to investigate whether charges should be laid.
Messrs Patterson and Ketan Messrs Ketan and Paterson have been referred to the Commissioner for Police and to the PNG Law Society over this.
When the Commission sought to question Mr Eludeme on his inconsistent statements it discovered that he too had departed for Australia in breach of the Commission’s summons. He has been referred to the Commissioner for Police to consider whether charges should be laid against him for perjury.
Those who have obstructed the work of the Commission in this way have been referred by the Commission, directly to the appropriate authorities, as set out in Section B below.
In addition to those direct referrals of persons who interfered with the Commission’s inquiries, the Commission has also recommended to the Prime Minister, as the constituting authority, that many other persons should be referred to relevant authorities such as the Commissioner for Police, the Ombudsman Commission, the PNG Law Society, the PNG Accountant’s Board, the PNG Valuer’s Registration Board and the Internal Revenue Commission. The persons referred are mentioned in the body of the report and are listed in paragraph 35.10. They include:-
TO BE CONTINUED
Below is the fifty-first part of the serialized edited version of the National Provident Fund Commission of Inquiry Final Report that first appeared in the Post Courier newspaper in 2002/3.
NPF Final Report
This is the 51st extract from the National Provident Fund (now known as NASFUND) Commission of Inquiry report. The inquiry was conducted by retired justice Tos Barnett and investigated widespread misuse of member funds. The report recommended action be taken against several high-profile leaders, including former NPF chairman Jimmy Maladina. The report was tabled in Parliament on November 20 by Prime Minister Sir Michael Somare.
Executive Summary Schedule 4O Continued
NPF’s Investment In NGPHL/NGPL
The two companies are essentially one enterprise. NGPHL was formed to purchase coconut plantations in the New Guinea Islands, some from the old Burns Philip Company and one plantation in the Central Province. The intention was for NGPHL to re-develop the old coconut plantations in the New Guinea Islands into cocoa plantations. A development plan was drawn up and costed by the proponents.
The Commonwealth Development Corporation (CDC) was interested in investing in the plantations in the New Guinea Islands but not the Robinson River Plantation in Central Province. In an attempt to accommodate this requirement, the company NGPL was formed and CDC then invested in 20 per cent of this company.
NGPHL and NGPL made submissions inviting the three major private superannuation funds, NPF, POSF, and DFRBF and the Investment Corporation of PNG (ICPNG) to invest in the two companies. In addition, there was a public issue of shares. The response to the share issue was poor. NPF invested in 250,000 shares in NGPHL and also took up 250,000 shares in NGPL.
With the initial capital in place, the project proceeded and went quite well in Bougainville with annual cocoa production reaching 13,000 tonnes per year. Outside of Bougainville, operations were not proceeding as well as expected. When the unrest situation in Bougainville reached crisis point in 1989, the companies became unviable and the creditors (Westpac Bank and CDC) took over.
Evidence suggests that even at this point, when the companies were unviable due to the crises in Bougainville, NPF bought all the NGPHL and NGPL shares, which were held by the other three institutions POSF, DFRBF and ICPNG. The commission has not been able to confirm the price NPF paid for the shares.
Investment In Walmetke Ltd
This company was formed to take over from the Agriculture Bank’s three plantations in the Baining area of the East New Britain Province. The three plantations are Stockholm, Kuriendahl and Manimbu. The company issued a formal prospectus and raised just under K2 million. Kina Securities handled the share issue. NPF subscribed to this share issue and bought 250,000 shares in Walmetke Ltd at the issue price of K1.
The Selldown Of NGPHL, NGPL And WALMETKE
In the period after 1995 covered by this commission’s terms of reference, NPF was seeking to extricate itself from its investments in the three companies. At the 99th board meeting on February 23, 1996, the NPF board resolved to sell its interest in these companies. Mr Kaul wrote to Mr Tony Gilbank on October 23, 1996, offering the shares on the three companies to Kina Gilbank, for one toea per share giving a total of K29,571.00. Kina Gilbanks accepted this offer.
At the 104th board meeting on December 9, 1996, the NPF board passed a resolution to have the loss from the sale of these shares written off in 1996 to claim the tax benefits and credit the payment received from the sale, if the payment was made in 1997, as profit for 1997.
This resolution as to tax treatment was clearly wrong. The proper tax treatment is to include the loss in the year it occurred, which, in this case, was 1997. This matter is serious in the sense that Noel Wright, an accountant, was present at this meeting, yet the minutes do not record him advising against what the board approved.
This treatment would also impact on management bonuses by bringing an overstated loss to book in 1996 (where bonuses were at the upper threshold) and a false profit to book in 1997 (where bonuses were below that threshold).
The board of trustees, prior to the period covered by this commission of inquiry, inherited those investments and the associated problems, which rendered them essentially worthless. NPF invested more than K1 million in these three companies. It received no dividend, and then it sold all its shares for K31,237.67.
In difficult financial circumstances, which were not of NPF’s making, the selldown was orderly and appropriate.
Investment In New Guinea Islands Produce Company (NGIP)
NGIP was originally based in Rabaul and Kokopo in the East New Britain Province. After the 1994 volcano eruptions, its main base shifted from Rabaul to Kokopo. The company is an agriculture company involved in plantation management, cocoa buying and processing and commercial property development. It is also a 50 per cent shareholder in Papua New Guinea’s largest cocoa exporter, Agmark Pacific Ltd.
NPF invested 100,000 shares in NGIP in 1987, well before the period covered by this commission’s terms of reference.
Sell-down of shares in NGIP
In August 1999, when NPF was urgently trying to solve its cash crisis, NPF management decided to sell all shares in NGIP.
Quite clearly, board approval was not requested for the sale of these 100,000 shares in NGIP. The sale of these shares was at a unit price of K3.03 per share.
(a) NPF management and, in particular Rod Mitchell and Henry Fablia, acted in excess of their authority and their financial delegation in authorising and completing the sale of these shares without the NPF board’s prior approval;
(b) The board of trustees was also remiss in simply noting the sale as a fait accompli and not reprimanding management for acting without authority and selling assets without the requisite board approval; and
(c) A fair market value was obtained for the shares sold.
Conclusion On NGIP
NPF purchased 100,000 shares at K3 per share in the capital of NGIP at a cost of K300,000 in 1987 and sold for a net K301,030.50 in 1999. NPF also receive dividends totalling K75,000 from this investment between 1996 and 1998.
Mr Bell, the current general manager of NGIP, has informed the commission that the current trading price for NGIP shares is K6. It is not appropriate to use hindsight to criticise NPF for the price at which it sold these shares in August 1999.
It is appropriate, however, to criticise management for not obtaining board approval for the sale.
Executive Summary Schedule 5 Waigani Land And Related Matters
Sometime in late 1997, a plan was formulated to acquire the Waigani land cheaply and on favourable terms in order to entice the NPF and/or other PNG statutory bodies to use member’s (or public) funds to buy the land for an exorbitant price, with some of the proceeds being used for political purposes related to an anticipated vote of no confidence in the Skate government (paragraph 3).
Jimmy Maladina, a partner with the firm Carter Newell Lawyers, acquired Waim No. 92 Pty Ltd in February 1998 to be the corporate vehicle to acquire the lease over the Waigani land. The directors became Philip Eludeme (representing Mr Maladina) and Mr Maladina’s wife Janet Karl.
By August 1998, Prime Minister Skate decided to press for Mr Maladina to be appointed chairman of NPF and Mr Maladina then concealed his interest in Waim No. 92 by appointing an associate, Philip Mamando, to replace his wife as director. This was to conceal Mr Maladina’s conflict of interest in the event that NPF could be persuaded to acquire interests in the Waigani land (paragraph 3.6).
(a) Mr Maladina purchased Waim No. 92 Pty Ltd from Ram Business Consultants (Ram) as a shelf company. He exercised control through the appointment of his wife, Ms Karl, as a director;
(b) Mr Eludeme gave false evidence in order to hide Mr Maladina’s involvement with Waim No. 92 Pty Ltd; and
(c) The commission has referred Mr Eludeme to the Commissioner of Police to investigate whether he has committed the crime of perjury.
To ensure Waim No. 92 was allocated the lease of the Waigani land cheaply and on favourable conditions, Mr Maladina bribed the chairman of the Lands Board Ralph Guise and the Lands Minister Viviso Seravo.
Mr Maladina used Mr Eludeme as his agent in some of these activities (see paragraphs 4, 5 & 7). The records of the Land Board indicate it notified Waim No. 92 that it had been recommended as the successful applicant and on September 28, 1998, Waim No. 92 received notice that a corruptly reduced purchase price of K1,724,726.10 was payable before title would issue, with annual rent to be K17,000 (instead of the legally correct amounts of K2,866,000 and K143,000 respectively).
Further corrupt dealings occurred and a second substitute notice was signed in October but backdated to September 28, 1998, allowing payment by instalments of K50,000 every second month, with title to issue after the first instalment.
(a) Mr Eludeme performed free professional work, valued at approximately K100,000, for Minister Viviso Seravo, before the Land Board sat on June 19, 1998;
(b) The Land Board advised Waim No. 92 on August 10, 1998, that it had recommended that the Minister should grant the lease over Waigani land;
(c) On September 28, 1998, Mr Eludeme was advised by notice that the purchase price of K1,719,600 was payable with annual rental of K17,000, both to be paid in full, before the title would be issued;
(d) A second notice was prepared afterwards and backdated to September 28, 1998. It showed the same purchase price but advised that the amount payable before title issued was K50,000 with the balance of the purchase price payable by instalments of K50,000 every second month; and
(e) There was no legal basis to vary the amounts below the tendered price nor to allow payment of the purchase price by instalment or to issue title before the payment of the full purchase price. Mr Maladina funded the sum of K50,000 on October 6, 1998 (he had already paid the original K500 application fee to the Lands Department) but trust statements were fabricated on Carter Newell file no 970625 (Phillip Eludeme – general matter, investment advice) to make it appear that the money came from Mr Eludeme’s funds (see paragraph 7.3).
It appears that a criminal offence under Section 122 of the Criminal Code Act – fabricating documents – has been committed and the commission has referred this file to the Commissioner for Police for investigation.
The corrupt activities in the Land Board and the Office of the Minister became clearer after Mr Guise gave evidence “in camera”.
(a) Waim No. 92 Pty Ltd was at all relevant times beneficially owned by Mr Maladina and he paid all the necessary application fees, costs and the required K50,000 instalment on the purchase price to acquire the lease over the Waigani land;
(b) Mr Eludeme was, at all material times, acting as an agent and representative director/ secretary of Waim No. 92 on behalf of Mr Maladina;
(c) Mr Mamando acted as a director representing Mr Maladina;
(d) Waim No. 92’s application was lodged after the closing date of May 6, 1998, and, by law, should not have been considered;
(e) The decision to list Waim No. 92 as a late application was made on direct instructions from Minister for Lands, Viviso Seravo;
(f) Land Board chairman Ralph Guise, accepted direct instructions from Minister Seravo that the Land Board should consider that Waim No. 92’s application was sponsored by the NEC and should be supported. He ensured that it would be received and considered by the board as a late application. He then ensured that it was one of two alternative recommendations sent to the Minister for approval;
(g) Mr Guise participated in the activities to retrospectively vary the conditions of the Letter of Grant and signed a minute to the Minister which had been prepared in the Minister’s office. It falsely stated that the Land Board had recommended reduction in the purchase price and annual rental and that the purchase price be paid by instalments, with title to issue upon payment of the final instalment.
This enabled Minister Seravo to subsequently sign and backdate the document to June 1999. Mr Guise was present at a meeting when a fabricated substitute letter of grant was placed before Secretary Alaluku for signature and thereby added the support of his apparent authority to what was being done;
(h) Prior to the Land Board hearing, Mr Eludeme had approached Minister Seravo seeking favourable consideration for Waim No. 92’s application and, at Mr Seravo’s request, had performed, free of charge, accountancy services for Minister Seravo valued at K100,000 at the Minister’s request;
(i) At the Land Board hearing on June 19, 1998, chairman Guise and members Yanepa and Wak voted for Waim No. 92’s invalid application. The two official representatives voted for the preferable application by MDP Pty Ltd;
(j) There was no discussion at the meeting about reducing the purchase price or the annual rental or about allowing the title to issue after partial payment of the purchase price (contrary to the Statutory provisions);
(k) When Minister Seravo approved the non-legal application by Waim No. 92, he was influenced by bribes received and in anticipation of future bribes;
(l) After the grant of the lease to Waim No. 92 by Minister Seravo, the Minister was approached by Mr Maladina (and possibly by Mr Eludeme with Mr Maladina’s knowledge) who requested successive variations to the terms of the lease to lower the total purchase price, lower the annual rental and to provide a new term that title would issue after the first K50,000 instalment of the purchase price was paid. The balance to be paid at the rate of K50,000 every second month;
(m) Mr Seravo, Mr Guise and Mr Maladina conspired to illegally reduce the terms of the lease and to persuade Lands Secretary Alaluku, to sign a false lease offer letter, on October 2, 1998, which set out the illegally varied terms of the lease;
(n) After the Waigani land was eventually disposed of (by sale of shares in Waigani City Centre), Mr Maladina paid the sum of K49,598.49 to Mr Seravo after it was laundered through the accounts of Carter Newell Lawyers, in consideration of his assistance in the allocation of the lease to Waim No. 92, on favourable terms (paragraphs 126.96.36.199 & 188.8.131.52).
Once the lease was allocated for a reduced purchase price payable by instalments, Mr Maladina entered into a criminal conspiracy with Herman Leahy, the corporate secretary and legal counsel of NPF and valuers Iori Veraga and Mariano Lakae.
The agreement was for NPF to engage the valuers to value the Waigani land (and the NPF Tower) for an exorbitant fee. Mr Leahy acted from within NPF to ensure that Mr Fabila signed the contract on behalf of NPF. Mr Maladina, meanwhile, reached an agreement with the valuers for them to pay half their fees to him.
As a result of this scheme, valuation fees totalling K235,000 were paid to Mr Maladina/ Carter Newell of which K226,175.13 was received into the Carter Newell Trust account (Mr Maladina taking K8864.87 as “expenses”). The valuers put a grossly inflated value on the Waigani land of K14.7 million (Mr Veraga) and K17.6 million (Mr Lakae). They valued the NPF Tower at K87,854,500 (Mr Veraga) and K86 million (Mr Lakae). Each estimated valuation amounted to approximately twice the true value (see paragraphs 10 and 11).
Mr Maladina then briefed Pacific Capital to prepare proposals for POSF and other PNG institutions, to encourage them to acquire interests in the Waigani land.
(a) As soon as the amended letter of offer was approved on October 2, 1998 (backdated to September 28, 1998), Mr Maladina briefed Mr McIntyre of Pacific Capital to prepare an investment memorandum to be submitted to POSF to purchase 40 per cent of the shares in Waim No. 92. If successful, this would raise sufficient money to pay the purchase price of K1.7 million, the cost of preparing development proposals and Carter Newell’s costs of K100,000 for “attending to” legal aspects of the Waigani land tender procedures;
(b) POSF wished to write off its losses on the Waigani land and the Pacific Capital investment proposal was delivered to NPF instead in about late October 1998.
(c) Mr Maladina and Mr Leahy conferred about obtaining valuations on the Waigani land (and the NPF Tower) prior to any discussions with the NPF board and for no proper reason;
(d) Mr Maladina entered into arrangements with valuers Mariano Lakae and Iori Veraga to pay him a 50 per cent commission on fees received;
(e) At the instigation of Mr Leahy, Mr Fabila, in excess of his delegated authority, signed the valuation contract with Mr Lakae and Mr Veraga without NPF board knowledge or approval and without any tender procedure being followed.
TO BE CONTINUED
Below is the forty-seventh part of the serialized edited version of the National Provident Fund Commission of Inquiry Final Report that first appeared in the Post Courier newspaper in 2002/3.
NPF Final Report
This is the 47th extract from the National Provident Fund (now known as NASFUND) Commission of Inquiry report. The inquiry was conducted by retired justice Tos Barnett and investigated widespread misuse of member funds. The report recommended action be taken against several high-profile leaders, including former NPF chairman Jimmy Maladina. The report was tabled in Parliament on November 20 by Prime Minister Sir Michael Somare.
Executive Summary Schedule 4L Continued
(c) The NPF trustees failed in their fiduciary duty to the members of the fund by not insisting upon performance of due diligence, a business risk appraisal and independent expert advice;
(d) NPF trustees and the management were remiss in not critically assessing the competency and integrity of the Crocodile management team;
(e) NPF trustees and the management failed their duty to the members in not assessing Crocodile’s need for further funding and where the funds would come from.
Maluk Bay Project
When NPF acquired the business in January 1997, Crocodile’s company office, all its contracts and activities and all its prospects were in PNG. It was pursuing catering opportunities in Highlands Pacific Ltd (HPL), camps at Ramu and Freida River, Lihir Gold, OK Tedi Mining, Misima Mines and Trans Island Highlands.
Mr Jewiss, however, immediately after his appointment, developed plans to expand Crocodile into ventures in Indonesia. By February 1997, he had secured qualified approval from the Crocodile board to embark upon a project to construct a hotel at Maluk Bay, Sumbawa Island.
By April, he relocated himself and family to Bali, Indonesia where he was seeking various investment opportunities, particularly the purchase of land at Maluk Bay to build the hotel complex.
Mr Jewiss remained “located” in Bali and was focussing on various Indonesian ventures (particularly Maluk Bay), recruiting staff, sorting out land rights and other legal problems under Indonesian law and dealing with Indonesian bureaucracy and local authorities.
Neither he nor his key staff had visas allowing them to work in Indonesia so this meant they had to fly out and return every month. All this was most disruptive. It constituted a serious flaw in the overall management of Crocodile and its ‘mainstream’ PNG ventures suffered. It was also very costly.
Between July and September 1997, NPF advanced K850,000 and then a further K250,000 to Crocodile as capital loans with no formal approval from the NPF board. This was authorised by Mr Wright (acting way beyond his authority). The requisite Ministerial approval was not sought and no loan documents were in place (Mr Leahy was asked to draw these up after the event).
Quite clearly, Mr Copland who as the active chairman of both boards must have known of these loans and Mr Wright and Mr Kaul were in gross breach of duty to the NPF board and members. When the NPF simply ratified these loans after the event, without taking steps to rationalise and control financial relationships between NPF and Crocodile, all the trustees involved were failing their fiduciary duties to the members of NPF.
This was not an equity investment requiring professional expertise that the trustees lacked. This was a matter of business loans and contracts of which several trustees had experience and their silence about what was happening is inexcusable.
Attempts By Crocodile Board To Impose Controls
The Crocodile board was not entirely inactive however, it resolved not to continue with the loss making Kundu Catering division because of irregularities and it directed Crocodile management to impose cost controls in July 1997 (paragraphs 4.2 & 4.3). Crocodile management made no attempt to comply with these board directions.
On the request of Mr Copland, Mr Jewiss provided the Crocodile board with a proposed revised management structure. Although it was clearly inappropriate it was accepted by the Crocodile board and by NPF, Crocodile’s only shareholder.
(a) Mr Wright and Mr Kaul acted improperly and in excess of their delegated authority by advancing “capital loans” of K850,000 and K250,000 to Crocodile without prior NPF board authority;
(b) When ratifying these loan payments NPF trustees failed to reprimand or openly address the serious breach of duty by Mr Wright and Mr Kaul;
(c) NPF failed to obtain Ministerial approval as was required by the PF(M) Act for the K850,000 loan;
(d) Mr Wright and Mr Kaul and possibly also the NPF trustees in office at the time who failed to inquire about Ministerial approval, may be personally liable to repay the amount of the loan to NPF;
(e) Crocodile management failed to implement cost controls as directed by the Crocodile board and the board failed to address this failure by management; and
(f) The Crocodile board failed to ensure an appropriate management structure was put in place to handle both domestic and international operations before commencing the Indonesian operations. The structure that was determined was inadequate.
At the Crocodile board meeting on October 27, 1997, there was concern about the cash flow problem. The minutes show that “it was noted that the managing director is not required on a full time basis in Indonesia. . .” and it was resolved that management focus its attention on the PNG operations (Mr Jewiss continued to reside in Bali, however).
At the NPF board meeting the next day, Mr Kaul advised that Crocodile was defaulting on interest payments to NPF. It was resolved to convert the loans to Crocodile into share capital. This was done without the requisite Ministerial approval (paragraph 4.4.10).
Crocodile management was not performing well and Crocodile was running at a loss. It is of concern therefore that Mr Jewiss provided the senior managers with a computer notebook each as a bonus.
(a) Mr Jewiss failed his duty to the Crocodile board by not relocating and focusing his attention in PNG;
(b) The Crocodile board directors failed their duty under the Companies Act by not following up on their direction to Mr Jewiss and ensuring compliance;
(c) Crocodile management and the board failed to deal with Crocodile’s chronic cash flow problems (other than by turning to NPF);
(d) NPF management, particularly Mr Kaul and Mr Wright and the NPF trustees on the Crocodile board failed to fully advise the NPF board about Crocodile’s cash flow problem; and
(e) Mr Jewiss’s decision to grant a bonus to senior management was not justified by their (or Crocodile’s) performance.
Continuing Cash Flow Problems
After Mr Fabila replaced Mr Kaul at NPF and on the Crocodile board in May 1998, the Crocodile cash flow problems continued, largely because of the financial drain caused by the Maluk Bay project. Crocodile was facing legal proceedings for a debt of $A356,524 it owed to one of its suppliers. In June 1998, PNGBC formally approved a loan of K2.9 million to Crocodile and part of the security was an unlimited guarantee from NPF. In this way, NPF’s exposure to the troubles of Crocodile was steadily increasing.
In late 1998, despite Mr Jewiss’s confident forecasts, the Crocodile board was concerned about poor performance, which Mr Jewiss blamed on delays in completing the Paiam warehouse. Mr Copland was expressing dissatisfaction with Mr Jewiss.
With the PNGBC K2.9 million loan not yet in place, NPF management extended bridging finance to enable Crocodile to meet payments due on the Paiam warehouse. This was arranged entirely without the knowledge or approval of the NPF board (paragraph 4.7.2).
To enable Crocodile to drawdown on the PNGBC K2.9 million facility, NPF gave a limited guarantee to PNGBC on September 4, 1998, (paragraph 4.7.3). Again, this was carried out without the approval of the NPF board through formal resolution, as required.
On September 14, 1998, Crocodile drew down K2.9 million on the PNGBC facility, using the funds to repay K2 million borrowed from NPF and retaining K900,000.
Although Crocodile continued to rely on NPF finance, its board still failed to critically review the business in order to rationalise its operations and reduce costs.
(a) The provision of bridging finance to Crocodile was made without the knowledge or approval of the NPF board. Mr Wright acted improperly and breached his duty to NPF in this matter. It is highly likely that the NPF managing director Mr Fabila was aware of the transaction. Also, Mr Copland, who was chairman of both boards and taking an active interest in the management of Crocodile must have been aware of the provision of bridging finance;
(b) Providing bridging finance is not a permitted investment under the NPF Act;
(c) NPF’s limited guarantee of the PNGBC K2.9 million loan facility to Crocodile, was not properly approved by NPF board resolution;
(d) Mr Jewiss failed to ensure some of the required essential conditions were included in the catering contract with Tolukuma Gold Mines;
(e) The Crocodile management and board failed to critically review Crocodile’s poor performance in order to reduce costs and rationalise the management of the business.
Falsley Inflated Profits
Mr Jewiss’s report to the November meetings of the Crocodile and NPF boards used incorrect accounting procedures to show a net profit of K256,612, which was wrongly inflated by K208,333 (paragraph 4.8.1).
He also provided a five-year forecast projecting profits of K31.6 million which was made without any firm foundation.
1999 – Addressing The Problems
With NPF now recognising its own desperate financial crisis and after the January 1999 departure of Mr Wright, NPF focussed critical attention on Crocodile and its mismanaged, loss-making, finance-draining ventures.
At the February 8, 1999 NPF board meeting, a false profit of K759,733 was reported for the year ending December 1998. Subsequent calculations, using the correct accounting procedures, showed it was really a loss of K600,590.
Mr Fabila, Mr Maladina and Mr Tamarua were installed as directors of Crocodile. At this meeting, management informed the NPF trustees for the first time that NPF had funded payments to the Paiam warehouse builder and, importantly, that secret payments from Wilson HTM’s offshore NPF account had been paid to fund Maluk Bay by Mr Wright, without the NPF board’s knowledge or approval (paragraph 4.9.1).
Appointment Of Ram Business Consultants
Soon after his appointment to the Crocodile board in February 1999, Mr Maladina, without any authority to do so, unilaterally appointed Ram Business Consultants as investigators and as the independent internal auditor of Crocodile. This was contrary to normal procedures, which required the consent of the Auditor- General as well as approval by the NPF board.
PNGBC now tightened up on its temporary K1.8 million overdraft facility to Crocodile, converting it to a loan.
(a) The appointment of Ram Business Consultants was made without the Auditor-General’s consent and was in breach of standard procedures;
(b) In light of evidence linking Mr Maladina with Ram Business Consultants in other matters, the commission finds that this appointment amounted to improper conduct by Mr Maladina and was nepotistic.
By April 1999, attempts to replace Mr Jewiss with Mr Barredo as manager of Crocodile were being hatched by Mr Maladina and Mr Leahy (paragraph 4.10). It resulted in Mr Jewiss being terminated as manager at the end of April 1999, and the complete cancellation of his employment contract in August 1999.
After Mr Jewiss was terminated as manager in late April, Mr Maladina, as chairman of Crocodile, and without any authority to do so, unilaterally signed a contract of employment for Mr Barredo on extremely favourable terms. The terms included a grant of K150,000 of Crocodile shares per annum, which would soon have given Mr Barredo control of the company (On August 24, 1999, Mr Maladina disclosed his unilateral action to the NPF board which resolved that Mr Barredo’s contract should be reviewed by NPF management and then placed before the Crocodile board for approval. This never happened).
As sole shareholder in Crocodile, the NPF trustees could and should have reprimanded Mr Maladina for unilaterally signing the contract.
(a) The NPF board’s appointment of Mr Barredo as managing director of Crocodile was not valid, as the Crocodile board did not approve it;
(b) Mr Maladina had no authority to sign the contract of appointment on behalf of the Crocodile board;
(c) Mr Barredo’s contract was vastly overgenerous. The inclusion of a grant of K150,000 worth of Crocodile shares per annum would give him effective control of Crocodile in a short period;
(d) Mr Maladina’s appointment of Mr Barredo was improper and nepotistic;
(e) Mr Maladina’s negotiations with the IPI landowners were conducted without consulting with or obtaining the approval of either the Crocodile or NPF boards;
(f) Crocodile management’s failure to ensure that title to the Paiam warehouse land had been satisfactorily resolved before outlaying substantial expenses was a major failure of duty.
Mr Maladina’s actions regarding Mr Barredo constituted one of the grounds leading to the board’s vote of no confidence in him on October 8, 1999, which led to his suspension as chairman of NPF.
In November 1999, PNGBC showed its concern about Crocodile’s apparent inability to pay its debts when it converted an existing overdraft facility into a loan of K1.8 million, guaranteed by NPF. This was then taken over by NPF and converted to a further equity investment in Crocodile.
The fact that NPF was obliged to go further into debt with PNGBC to save Crocodile from financial collapse, at the same time as NPF was selling down the bulk of its equity portfolio at a huge loss to extricate itself from debt to ANZ Bank, emphasises the folly of NPF’s heady involvement in remote catering through its unwise investment in Crocodile.
Maluk Bay Project
A major factor contributing to Crocodile’s losses was its protracted involvement in the project to build a resort complex at Maluk Bay, Sumbawa Island, Indonesia and this was made a separate term of reference for this inquiry (Term of Reference 1(m)).
The Maluk Bay project is dealt with in detail in Part 2 of the Crocodile Report at Schedule 4L, paragraphs 6 to 9.
Very soon after NPF acquired Crocodile in January 1997, employing one of the former owners Mr Jewiss as executive manager, Mr Jewiss met up with a former friend and workmate Keith Wilson who was planning to build a small bar and grill at Maluk Bay, Sumbawa Island, Indonesia with a group of his friends.
They had incorporated a company called Maluk Bay Investments Ltd (MBI) for the purpose. Three of the group were employed by Cikoba Konseptama Bangunmutra (Cikoba), which was an Indonesian company operating on Sumbawa Island. Mr Jewiss saw possibilities for a larger hotel complex to serve the needs of nearby mining communities. He saw the possibility of Crocodile participating in the venture and became enthusiastic; believing it would also open the door for catering contracts with the nearby mining companies, whose staff, he believed, would use the hotel for rest and recreation.
After Mr Jewiss and MBI agreed to participate in a joint venture to construct and run the hotel, Mr Jewiss put his proposal to the Crocodile board meeting on February 27, 1997. The board requested more information before making a decision.
Mr Jewiss then falsely informed MBI that Crocodile had agreed to invest $US1 million. Mr Jewiss then took up residence in Bali with his family. The commission assumes that Mr Jewiss enjoyed the life style on Bali, which was also in the vicinity of Sumbawa Island, as there was no valid “business reason” for him to move there.
At the Crocodile board meeting on May 5, 1997, Mr Jewiss reported vaguely about securing four catering contracts in Indonesia but provided no details. Without having received any firm information about the Maluk Bay project, the Crocodile board approved a budget of $US1.3 million, subject to “the numbers, guarantee, costing and other details”. The “numbers, guarantee, costing” never materialised yet Crocodile then proceeded into the project, being “drip-fed” with funds from NPF.
Crocodile seemed to benefit from the relationship with Mr Jewiss’ new friends from Cikoba when that company awarded a catering contract to Crocodile. The contract was never properly formalised, however, and this led to later difficulties and Crocodile lost K200,000 when Cikoba failed to pay its debts.
At the Crocodile board meeting in July 1997, the board approved, in principle, Crocodile’s participation in the Maluk Bay project but subject to the satisfaction of a number of prior conditions:-
- Crocodile would not commit to the project until the design, costing and budget had been finalised and provided by the joint venture partner (i.e. MBI);
- Any excess over the $US1.3 million guarantee costing would be borne by the joint venture partner;
- The joint venture partner would obtain the land title;
TO BE CONTINUED